SOLARCITY CORP (Form: 10-Q, Received: 05/06/2015 07:07:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35758

SolarCity Corporation

(Exact name of registrant as specified in its charter)

Delaware

02-0781046

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3055 Clearview Way

San Mateo, California

94402

(Address of principal executive offices)

(Zip Code)

(650) 638-1028

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s common stock as of March 31, 2015 was 96,855,648.

TABLE OF CONTENTS

		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 6.	Exhibits	70

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The discussion in this quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are any statements that look to future events and consist of, among other things, our business strategies; anticipated future financial results; expected trends in certain financial and operating metrics; our belief that the aggregate megawatt, or MW, production capacity of our systems is an indicator of the growth rate of our solar energy systems business; the calculation of estimated nominal contracted payments remaining, and certain other metrics based on forward-looking projections; projections on growth in the markets that we operate and our growth rates; pricing trends, including our ability to achieve economies of scale in both installation and capital costs; our ability to successfully integrate Silevo, Inc.’s business, operations and personnel and achieve manufacturing economies of scale and associated cost reductions; our expectations regarding the Riverbend Agreement and the development and construction of the Riverbend facility, including expected capital and operating expenses and the performance of our manufacturing operations; our belief that adequate surplus capacity of non-tariff solar panels is available to suit our future needs and the costs of solar energy system components; projections relating to our use of and reliance on U.S. Treasury grants and federal, state and local incentives and tax attributes; our regulatory status as a non-utility; our ability to continue to meet the regulatory requirements of a public company; expansion and hiring plans; product development efforts and customer preferences; the fair market value of our solar energy systems, including amounts potentially payable to our fund investors as a result of decreased fair market value determinations by the U.S. Treasury Department; the life and durability of our solar systems and equipment, and anticipated contract renewals; the success of our sales and marketing efforts; our plans to sell Zep Solar products; our internal control environment; the payment of future dividends; and our belief as to the sufficiency of our existing cash and cash equivalents, funds available under our secured credit facilities and funds available under existing financing funds to meet our working capital and operating resource requirements for the next 12 months.

The forward-looking statements are contained principally in, but not limited to, the sections titled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, forward-looking statements also consist of statements involving trend analyses and statements including such words as “may,” “believe,” “will,” “could,” “anticipate,” “would,” “might,” “potentially,” “estimate,” “continue,” “plan,” “expect,” “intend,” and similar expressions or the negative of these terms or other comparable terminology that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this quarterly report on Form 10-Q and are subject to business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of a number of factors, including those set forth below in “Risk Factors,” and in our other reports filed with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publically release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SolarCity Corporation

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Par Values)

	March 31,			December 31,
	2015			2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	446,683		$	504,383
Short-term investments		129,166			138,311
Restricted cash		10,395			20,875
Accounts receivable (net of allowances for doubtful accounts of $2,364 and $1,941 as of March 31, 2015 and December 31, 2014, respectively)		25,591			22,708
Rebates receivable - net		27,279			30,021
Inventories		227,676			217,223
Deferred income tax asset		12,469			13,149
Prepaid expenses and other current assets		65,442			55,729
Total current assets		944,701			1,002,399
Solar energy systems, leased and to be leased - net		3,073,600			2,796,796
Property, plant and equipment - net		163,048			101,914
Goodwill and intangible assets - net		531,470			539,557
MyPower customer notes receivable, net of current portion		138,316			34,544
MyPower deferred costs		60,746			13,147
Other assets		129,084			97,854
Total assets(1)	$	5,040,965		$	4,586,211
Liabilities and equity
Current liabilities:
Accounts payable	$	216,807		$	237,809
Distributions payable to noncontrolling interests and redeemable noncontrolling interests		9,065			8,552
Current portion of deferred U.S. Treasury grant income		15,330			15,330
Accrued and other current liabilities		185,119			152,408
Customer deposits		7,815			10,560
Current portion of deferred revenue		90,009			86,238
Current portion of long-term debt		11,712			11,781
Current portion of solar bonds		1,658			820
Current portion of solar bonds issued to related parties		90,330			330
Current portion of solar asset-backed notes		12,510			13,574
Current portion of financing obligation		30,778			29,689
Total current liabilities		671,133			567,091
Deferred revenue, net of current portion		662,776			557,408
Long-term debt, net of current portion		467,738			287,621
Solar bonds, net of current portion		7,982			2,593
Solar bonds issued to related parties, net of current portion		200			200
Convertible senior notes		796,000			796,000
Solar asset-backed notes, net of current portion		299,646			304,393
Long-term deferred tax liability		12,518			13,194
Financing obligation, net of current portion		65,248			73,379
Deferred U.S. Treasury grant income, net of current portion		393,637			397,486
Other liabilities and deferred credits		281,606			244,474
Total liabilities(1)		3,658,484			3,243,839
Commitments and contingencies (Note 13)
Redeemable noncontrolling interests in subsidiaries		246,492			186,788
Stockholders' equity:
Common stock, $0.0001 par value - authorized, 1,000,000 shares as of March 31, 2015 and December 31, 2014; issued and outstanding, 96,856 and 96,521 shares as of March 31, 2015 and December 31, 2014, respectively		10			10
Additional paid-in capital		1,032,090			1,003,992
Accumulated deficit		(279,885	)		(258,360	)
Total stockholders' equity		752,215			745,642
Noncontrolling interests in subsidiaries		383,774			409,942
Total equity		1,135,989			1,155,584
Total liabilities and equity	$	5,040,965		$	4,586,211

(1)

SolarCity Corporation’s, or the Company’s, consolidated assets as of March 31, 2015 and December 31, 2014 include $1,892,232 and $1,672,370, respectively, being assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, leased and to be leased-net, of $1,799,266 and $1,581,459 as of March 31, 2015 and December 31, 2014, respectively; property, plant and equipment-net, of $24,437 and $24,286 as of March 31, 2015 and December 31, 2014, respectively; cash and cash equivalents of $29,228 and $27,820 as of March 31, 2015 and December 31, 2014, respectively; inventory, of $1,112 and $614 as of March 31, 2015 and December 31, 2014, respectively; restricted cash, current, of $487 and $106 as of March 31, 2015 and December 31, 2014, respectively; accounts receivable, net, of $9,891 and $6,769 as of March 31, 2015 and December 31, 2014, respectively; prepaid expenses and other current assets of $1,156 and $1,839 as of March 31, 2015 and December 31, 2014, respectively; rebates receivable of $21,686 and $25,397 as of March 31, 2015 and December 31, 2014, respectively; restricted cash, noncurrent, of $254 and $300 as of March 31, 2015 and December 31, 2014, respectively; and other assets of $4,715 and $3,780 as of March 31, 2015 and December 31, 2014, respectively. The Company’s consolidated liabilities as of March 31, 2015 and December 31, 2014 include $27,349 and $27,808, respectively, being liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to noncontrolling interests in subsidiaries and redeemable noncontrolling interests in subsidiaries of $9,065 and $8,552 as of March 31, 2015 and December 31, 2014, respectively; accounts payable of $2,896 and $2,748 as of March 31, 2015 and December 31, 2014, respectively; customer deposits of $4,771 and $6,405 as of March 31, 2015 and December 31, 2014, respectively; accrued liabilities and other payables of $1,457 and $969 as of March 31, 2015 and December 31, 2014, respectively; and current portion of long-term debt of $9,160 and $9,134 as of March 31, 2015 and December 31, 2014, respectively.

See further description in Note 6, VIE Arrangements .

See accompanying notes.

SolarCity Corporation

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Revenue:
Operating leases and solar energy systems incentives	$	54,771		$	29,072
Solar energy systems and components sales		12,708			34,474
Total revenue		67,479			63,546
Cost of revenue:
Operating leases and solar energy systems incentives		32,260			15,979
Solar energy systems and components sales		13,460			32,782
Total cost of revenue		45,720			48,761
Gross profit		21,759			14,785
Operating expenses:
Sales and marketing		86,671			46,850
General and administrative		48,654			33,011
Research and development		12,120			1,923
Total operating expenses		147,445			81,784
Loss from operations		(125,686	)		(66,999	)
Interest expense - net		18,521			7,979
Other expense - net		2,104			25
Loss before income taxes		(146,311	)		(75,003	)
Income tax provision		(626	)		(215	)
Net loss		(146,937	)		(75,218	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(125,412	)		(51,155	)
Net loss attributable to stockholders	$	(21,525	)	$	(24,063	)
Net loss attributable to common stockholders
Basic	$	(21,525	)	$	(24,063	)
Diluted	$	(21,525	)	$	(24,063	)
Net loss per share attributable to common stockholders
Basic	$	(0.22	)	$	(0.26	)
Diluted	$	(0.22	)	$	(0.26	)
Weighted average shares used to compute net loss per share attributable to common stockholders
Basic		96,680,069			91,412,126
Diluted		96,680,069			91,412,126

See accompanying notes.

SolarCity Corporation

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Operating activities:
Net loss	$	(146,937	)	$	(75,218	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposal of property, plant and equipment and construction in progress		66			626
Depreciation and amortization		36,351			18,989
Non cash interest and other expense		3,782			1,392
Stock-based compensation, net of amounts capitalized		18,361			12,847
Deferred income taxes		4			4
Reduction in financing obligation		(10,570	)		(10,282	)
Changes in operating assets and liabilities:
Restricted cash		7,992			12,810
Accounts receivable		(2,883	)		(2,860	)
Rebates receivable		2,742			(3,269	)
Inventories		(10,107	)		5,181
Prepaid expenses and other current assets		(7,695	)		(8,114	)
MyPower deferred costs		(47,603	)		—
Other assets		(10,292	)		(564	)
Accounts payable		(22,957	)		(22,680	)
Accrued and other liabilities		15,864			(7,377	)
Customer deposits		(2,745	)		(3,230	)
Deferred revenue		5,345			58,437
Net cash used in operating activities		(171,282	)		(23,308	)
Investing activities:
Payments for the cost of solar energy systems, leased and to be leased		(294,998	)		(187,383	)
Purchase of property, plant and equipment		(30,497	)		(4,741	)
Purchases of short-term investments		(44,592	)		—
Proceeds from sales and maturities of short-term investments		53,308			—
Payments to acquire redeemable noncontrolling interest in a subsidiary		—			(450	)
Net cash used in investing activities		(316,779	)		(192,574	)

	Three Months Ended March 31,
	2015			2014
Financing activities:
Investment fund financings, bank and other borrowings:
Borrowings under long-term debt		178,082			100,541
Repayments of long-term debt		(752	)		(50,960	)
Proceeds from issuance of solar bonds		6,227			—
Proceeds from issuance of solar bonds issued to related parties		90,000			—
Repayments of borrowings under solar asset-backed notes		(5,817	)		(671	)
Payment of deferred purchase consideration		(1,249	)		(957	)
Proceeds from financing obligation		6,392			7,740
Repayments of financing obligation		(4,912	)		(6,454	)
Repayment of capital lease obligations		(716	)		(382	)
Proceeds from investment by noncontrolling interests and redeemable noncontrolling interests in subsidiaries		176,318			113,393
Distributions paid to noncontrolling interests and redeemable noncontrolling interests in subsidiaries		(16,857	)		(9,273	)
Proceeds from U.S. Treasury grants		—			243
Net cash provided by financing activities before equity and convertible notes issuances		426,716			153,220
Equity and convertible notes issuances:
Proceeds from exercise of stock options		3,645			5,133
Net cash provided by equity and convertible notes issuances		3,645			5,133
Net cash provided by financing activities		430,361			158,353
Net decrease in cash and cash equivalents		(57,700	)		(57,529	)
Cash and cash equivalents, beginning of period		504,383			577,080
Cash and cash equivalents, end of period	$	446,683		$	519,551
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	8,427		$	3,008
Cash paid (received) during the period for taxes	$	70		$	(589	)

See accompanying notes.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements

1. Organization

SolarCity Corporation, or the Company, was incorporated as a Delaware corporation on June 21, 2006. The Company is engaged in the design, manufacture, installation and sale or lease of solar energy systems to residential and commercial customers, or sale of electricity generated by solar energy systems to customers. The Company’s headquarters are located in San Mateo, California.

2. Summary of Significant Accounting Policies and Procedures

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 810, Consolidation , the Company consolidates any variable interest entity, or VIE, of which it is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. The Company has determined that it is the primary beneficiary of a number of VIEs (see Note 6, VIE Arrangements ). The Company evaluates its relationships with all the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

The Company and its subsidiaries’ fiscal quarters and years are the same as calendar quarters and years except for one subsidiary, Silevo, Inc., or Silevo, which continues to have fiscal quarters based on 13-week periods and fiscal years based on 52-week periods. Silevo’s first fiscal quarter of 2015 began on December 28, 2014 and ended on March 28, 2015, and it did not have any material activity after March 28, 2015 and through March 31, 2015.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management regularly makes significant estimates and assumptions regarding the selling price of undelivered elements for revenue recognition purposes, the collectability of accounts and rebates receivable, the valuation of inventories, the labor costs for long-term contracts used as a basis for determining the percentage of completion for such contracts, the fair values and residual values of solar energy systems subject to leases, the accounting for business combinations, the fair values and useful lives of acquired tangible and intangible assets, the fair value of debt assumed under business combinations, the fair value of contingent consideration payable under business combinations, the fair value of short-term investments, the useful lives of solar energy systems, property, plant and equipment, the determination of accrued warranty, the determination of accrued performance guarantee, the determination of lease pass-through financing obligations, the discount rates used to determine the fair values of investment tax credits, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, asset impairment and other items. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates.

Short-Term Investments

The Company’s short-term investments are comprised of corporate debt securities and asset-backed securities. The Company classifies short-term investments as available-for-sale and carries them at fair value, with any unrealized gains or losses recognized as other comprehensive income or loss in the condensed consolidated balance sheets. The specific identification method is used to determine the cost of any securities disposed of, with any realized gains or losses recognized as other income or expense in the condensed consolidated statements of operations. Short-term investments are anticipated to be used for current operations and are, therefore, classified as current assets even though their maturities may extend beyond one year. The Company periodically reviews short-term investments for impairment. In the event a decline in value is determined to be other-than-temporary, an impairment loss is recognized. When determining if a decline in value is other-than-temporary, the Company takes into consideration the current market

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

conditions and the duration and severity of and the reason for the decline, as well as the likelihood that it would need to sell the security prior to a recovery of par value.

As of March 31, 2015, short-term investments were comprised of $115.0 million of corporate debt securities and $14.2 million of asset-backed securities. The costs of these securities approximated their fair values, and there were no material gross realized or unrealized gains, gross realized or unrealized losses or impairment losses recognized for the three months ended March 31, 2015. As of March 31, 2015, all short-term investments were scheduled to mature within the next twelve months.

Fair Value of Financial Instruments

ASC 820 , Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes inputs that may be used to measure fair value as follows:

·	Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of March 31, 2015, the assets and liabilities carried at fair value on a recurring basis included cash equivalents, short-term investments and contingent consideration.

As of March 31, 2015, the fair value of the Company’s cash equivalents, short-term investments and contingent consideration were as follows (in thousands):

	Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	43,082	$	—	$	—
Term deposits	$	—	$	3,001	$	—
Short-term investments:
Corporate debt securities	$	—	$	115,033	$	—
Asset-backed securities	$	—	$	14,133	$	—
Liabilities:
Contingent consideration	$	—	$	—	$	118,931

The Company classified its money market funds within Level 1 because their fair values are based on their quoted market prices. The Company classified its term deposits, corporate debt securities and asset-backed securities within Level 2 because their fair values are determined using alternative pricing sources or models that utilized market observable inputs to determine their fair values. The Company classified its contingent consideration within Level 3 because their fair values are determined using unobservable probability estimates and unobservable estimated discount rates applicable to the acquisition to determine the fair value. Furthermore, during the three months ended March 31, 2015, there were no transfers between the levels of the fair value hierarchy.

The contingent consideration is dependent on the achievement of specified production milestones for the acquired business. The fair value of the contingent consideration is directly proportional to the estimated probabilities of achievement of these milestones. As of March 31, 2015, the estimated probabilities ranged from 90% to 95%, the estimated discount rates ranged from 5.0% to 7.0%, $42.5 million was included under accrued and other current liabilities on the condensed consolidated balance sheets and $76.4 million was included under other liabilities and deferred credits on the condensed consolidated balance sheets.

The following table summarizes the activity of the Level 3 contingent consideration balance in the three months ended March 31, 2015 (in thousands):

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

Balance - beginning of the period	$	117,197
Change in fair value recorded in other expense - net		1,734
Balance - end of the period	$	118,931

The Company’s financial instruments that are not re-measured at fair value include accounts receivable, customer notes receivable, rebates receivable, accounts payable, customer deposits, distributions payable to noncontrolling interests and redeemable noncontrolling interests, the participation interest, solar asset-backed notes, convertible senior notes, Solar Bonds and long-term debt. The carrying values of these financial instruments other than customer notes receivable, the participation interest, solar asset-backed notes, convertible senior notes, Solar Bonds and long-term debt approximate their fair values due to the fact that they were short-term in nature at March 31, 2015 and December 31, 2014 (Level 1).

The Company estimates the fair value of convertible senior notes based on their last actively traded prices (Level 1). The Company estimates the fair value of customer notes receivable, the participation interest, solar asset-backed notes, Solar Bonds and long-term debt based on rates currently offered for instruments with similar maturities and terms (Level 3).

The following table presents the estimated fair values of the participation interest, solar asset-backed notes and convertible senior notes (in thousands):

	March 31, 2015		December 31, 2014
Participation interest	$	14,259	$	14,102
Solar asset-backed notes	$	320,756	$	328,313
Convertible senior notes	$	745,100	$	752,176

The Company has estimated the fair value of customer notes receivable, Solar Bonds and long-term debt to approximate their carrying values based on rates currently offered for instruments with similar maturities and terms.

Customer Notes Receivable

In determining the allowance and credit quality for customer loans under MyPower, the Company identifies significant customers with known disputes or collection issues and considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. Customer notes receivable that are individually impaired are charged-off as a write-off of allowance for losses. As of March 31, 2015, there were no significant customers with known disputes or collection issues, and the amount of potentially uncollectible amounts was also insignificant. Accordingly, the Company did not establish an allowance for losses against customer notes receivable. In addition, there were no non-accrual or past due customer notes receivable as of March 31, 2015.

Deferred Revenue and Deferred Costs under MyPower Contracts

For solar energy systems sold under a MyPower contract, the Company initially defers the revenue associated with the sale of a solar energy system when it delivers a system that has passed inspection by the utility or the authority having jurisdiction. The Company recognizes revenue for the system on a cash basis over the term of the contract as the customer pays the loan’s principal and interest. The deferred revenue is included in the condensed consolidated balance sheets under current portion of deferred revenue for the portion expected to be recognized as revenue in the next 12 months, and the non-current portion is included under deferred revenue, net of current portion. The Company records a note receivable when the customer secures a loan, issued by a subsidiary of the Company, to finance the solar energy system purchase.

MyPower deferred revenue activity was as follows (in thousands):

	As of and for the
	Three Months Ended
	March 31,
	2015
Balance - beginning of the period	$	33,651
MyPower systems delivered under executed contracts		96,857
MyPower revenue recognized within solar energy systems and components sales		(1,013	)
Balance - end of the period	$	129,495

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

Of the balance outstanding as of March 31, 2015, $1.0 million is included in the condensed consolidated balance sheet under current portion of deferred revenue. The balances in the table above do not include $9.8 million allocated to remote monitoring services and $2.0 million allocated to sales taxes.

The costs associated with solar energy systems sold under MyPower contracts, including the costs of acquisition of solar energy systems component, personnel costs associated with system installations and costs to originate the contracts such as sales commissions, referral fees and some incremental contract administration costs, are initially capitalized as deferred costs. Subsequently these costs are recognized as a component of cost of revenue from solar energy systems and components sales for the costs associated with system components and installation, or as a component of operating expenses for costs associated with contract origination, generally in proportion to the reduction of the MyPower loan’s outstanding principal over 30 years. The deferred cost is included in the condensed consolidated balance sheets under prepaid expenses and other current assets for the portion expected to be recognized in the condensed consolidated income statement in the next twelve months, and the non-current portion is included under other assets. MyPower deferred costs activity was as follows (in thousands):

	As of and for the
	Three Months Ended
	March 31,
	2015
Balance - beginning of the period	$	13,571
MyPower systems delivered under executed contracts(1)		48,056
MyPower cost of revenue within solar energy systems and components sales		(454	)
Balance - end of the period	$	61,173

(1)	Included in MyPower systems delivered under executed contracts was $6.2 million of MyPower contract origination costs incurred in the three months ended March 31, 2015.

Of the balance outstanding as of March 31, 2015, $0.4 million is included in the condensed consolidated balance sheet under prepaid and current assets.

Warranties

The Company warrants its products for various periods against defects in material or installation workmanship. The Company generally provides a warranty on the generating and non-generating parts of the solar energy systems it sells, including sales under MyPower contracts, of typically between 10 to 30 years. The manufacturer’s warranty on the solar energy systems’ components, which is typically passed-through to customers, ranges from 1 to 25 years .

The changes in the accrued warranty balance, recorded as a component of accrued and other current liabilities on the condensed consolidated balance sheets, consisted of the following (in thousands):

	As of and for the
	Three Months Ended
	March 31,
	2015
Balance - beginning of the period	$	8,607
Reduction in liability (payments)		(43	)
Increase in liability (new customer warranties)		6,936
Balance - end of the period	$	15,500

Solar Energy Systems Performance Guarantees

The Company guarantees certain specified minimum solar energy production output for certain systems leased or sold to customers generally for a term up to 30 years. The Company monitors the solar energy systems to ensure that these outputs are being achieved. The Company evaluates if any amounts are due to its customers. As of March 31, 2015 and December 31, 2014, the Company had recorded liabilities of $1.7 million and $1.6 million, respectively, under accrued and other current liabilities in the condensed consolidated balance sheets, relating to these guarantees based on the Company’s assessment of its current exposure.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

Comprehensive Income (Loss)

The Company accounts for comprehensive income (loss) in accordance with ASC 220 , Comprehensive Income . Under ASC 220, the Company is required to report comprehensive income (loss), which includes net income (loss) as well as other comprehensive income (loss). There were no significant other comprehensive income (losses) and no significant differences between comprehensive loss as defined by ASC 220 and net loss as reported in the condensed consolidated statements of operations, for the periods presented.

Segment Information

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The executive team is the Company’s chief operating decision maker, which is comprised of the chief executive officer, the chief technology officer, the chief revenue officer, chief operating officer and the chief financial officer. Based on the financial information presented to and reviewed by the executive team in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has a single operating and reporting segment: solar energy products and services. The Company’s principal operations, revenue and decision-making functions are located in the United States.

Basic and Diluted Net Income (Loss) Per Share

The Company’s basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

The diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. In periods when the Company incurred a net loss attributable to common stockholders, stock options, restricted stock units and convertible senior notes are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Recently Issued Accounting Standards

In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers , to replace the existing revenue recognition criteria for contracts with customers and to establish the disclosure requirements for revenue from contracts with customers. The ASU is effective for interim and annual periods beginning after December 15, 2016. Adoption of the ASU is either retrospective to each prior period presented or retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company is currently assessing the impact of the ASU on its condensed consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern , to provide guidance within GAAP requiring management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and requiring related disclosures. The ASU is effective for annual periods ending after December 15, 2016. The Company believes that the ASU will have no impact on its condensed consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis , to amend the criteria for consolidation of certain legal entities. The ASU is effective for interim and annual periods beginning after December 15, 2015. Adoption of the ASU is either retrospective to each prior period presented or retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company is currently assessing the impact of the ASU on its condensed consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , to require debt issuance costs to be presented as an offset against debt outstanding. The ASU is effective for interim and annual periods beginning after December 15, 2015. Adoption of the ASU is retrospective to each prior period presented. The Company does not anticipate that the adoption of the ASU will have a material impact on its condensed consolidated balance sheets.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

3. Goodwill and Intangible Assets

The Company is currently reviewing the third-party valuations of certain assets acquired and liabilities assumed through the Silevo acquisitions in the third quarter of 2014 including the gross amounts of certain intangible assets presented in the tables below. The Company is also reviewing the third-party valuation of contingent consideration payable on the acquisition of Silevo. There were no material changes recorded in the three months ended March 31, 2015 related to the amounts reported in the Company’s Form 10-K for the year ended December 31, 2014, except for the periodic amortization of the intangible assets. However, the preliminary fair values of these intangible assets and goodwill remain subject to change.

Intangible Assets

The following is a summary of intangible assets as of March 31, 2015 (in thousands):


	Weighted-
	average
	useful life				Accumulated
	(in years)		Gross		amortization			Net
Developed technology - Silevo		10	$	115,000	$	(5,971	)	$	109,029
Developed technology - Zep Solar		7		60,100		(11,217	)		48,883
Trademarks and trade names		7		24,700		(4,610	)		20,090
Marketing database		5		17,427		(5,470	)		11,957
PowerSaver agreement		10		17,077		(2,680	)		14,397
Non-compete agreement		5		6,959		(2,184	)		4,775
Other		6		10,028		(3,609	)		6,419
Total		8.33	$	251,291	$	(35,741	)	$	215,550

The following is a summary of intangible assets as of December 31, 2014 (in thousands):

								Transfers to
	Weighted-							solar energy
	average							systems,			Write-offs
	useful life				Accumulated			leased and to be			and
	(in years)		Gross		amortization			leased			cancellations			Net
Developed technology - Silevo		10	$	115,000	$	(3,096	)	$	—		$	—			111,904
Developed technology - Zep Solar		7		60,100		(9,070	)		—			—			51,030
Trademarks and trade names		7		24,700		(3,728	)		—			—			20,972
Marketing database		5		17,427		(4,599	)		—			—			12,828
PowerSaver agreement		10		17,077		(2,253	)		—			—			14,824
Solar energy systems backlog		30		12,434		—			(10,755	)		(1,679	)		—
Non-compete agreement		5		6,959		(1,836	)		—			—			5,123
Other		6		10,028		(3,072	)		—			—			6,956
Total		9.35	$	263,725	$	(27,654	)	$	(10,755	)	$	(1,679	)	$	223,637

Amortization expense for the identifiable purchased intangible assets for the three months ended March 31, 2015 and 2014 was allocated as follows (in thousands):

	Three Months Ended March 31,
		2015	2014
Included in operating leases and solar energy incentives cost of revenue	$	4,281	$	893
Included in solar energy systems and components sales cost of revenue		882		1,906
Total included in cost of revenue		5,163		2,799
Included in sales and marketing		2,924		2,924
Total amortization expense	$	8,087	$	5,723

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

No intangible assets were impaired during the three months ended March 31, 2015.

The total future amortization expense for intangible assets is expected to be (in thousands):

	Cost of Revenue		Operating Expense		Total
Nine months ending December 31, 2015	$	15,490	$	8,772	$	24,262
2016		20,643		11,203		31,846
2017		20,486		10,153		30,639
2018		20,486		8,582		29,068
2019		20,486		5,236		25,722
Thereafter		64,398		9,615		74,013
Total	$	161,989	$	53,561	$	215,550

Goodwill

The carrying value of goodwill as of March 31, 2015 and December 31, 2014 was $315.9 million.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

4. Selected Balance Sheet Components

Selected components of the condensed consolidated balance sheets were as follows (in thousands):


	March 31, 2015			December 31, 2014
Inventories:
Raw materials	$	223,507		$	209,251
Work in progress		4,169			7,972
Total	$	227,676		$	217,223

Solar Energy Systems, Leased and To Be Leased - Net:
Solar energy systems leased to customers	$	2,670,720		$	2,388,548
Initial direct costs related to solar energy systems leased to customers		236,559			207,537
		2,907,279			2,596,085
Less accumulated depreciation and amortization		(183,700	)		(159,160	)
		2,723,579			2,436,925
Solar energy systems under construction		168,949			131,048
Solar energy systems to be leased to customers		181,072			228,823
Solar energy systems, leased and to be leased - net(1)(2)	$	3,073,600		$	2,796,796

Accrued and Other Current Liabilities:
Accrued compensation	$	59,944		$	50,414
Current portion of contingent consideration		42,536			41,978
Accrued expenses		43,588			27,485
Accrued sales and use taxes		10,626			10,438
Accrued warranty		15,500			8,607
Accrued professional services fees		5,862			6,813
Current portion of capital lease obligation		3,820			3,430
Current portion of deferred gain on sale-leaseback transactions		3,243			3,243
Total	$	185,119		$	152,408

Other Liabilities and Deferred Credits:
Deferred gain on sale-leaseback transactions, net of current portion	$	53,979		$	54,790
Build-to-suit lease liability		52,900			26,450
Deferred rent expense		12,566			4,838
Capital lease obligation, net of current portion		27,592			27,791
Liability for receipts from investors		4,401			3,213
Contingent consideration, net of current portion		76,395			75,219
Participation interest		15,750			15,556
Other noncurrent liabilities		38,023			36,617
Total	$	281,606		$	244,474

(1)	Included in solar energy systems leased to customers as of March 31, 2015 and December 31, 2014 was $66.4 million related to capital leased assets with an accumulated depreciation of $8.6 million and $7.9 million, respectively.

( 2 )

Included in solar energy systems leased to customer as of March 31, 2015 and December 31, 2014 was $4.2 million and $3.5 million, respectively related to energy storage systems with an accumulated depreciation of $0.2 million and $0.1 million, respectively.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

5. Indebtedness

The following is a summary of the Company’s debt as of March 31, 2015 (dollars in thousands):

	Unpaid						Unused
	Principal		Carrying Value, Net of Fees				Borrowing
	Balance		Current		Long-Term		Capacity		Interest Rate			Maturity Dates
Recourse debt:
Revolving credit facility	$	175,000	$	—	$	172,321	$	5,664	3.4%			December 2016
Vehicle loans		8,973		2,552		6,421		—	1.9%-7.5%			April 2015 - June 2019
2.75% Convertible senior notes due in 2018		230,000		—		230,000		—	2.8%			November 2018
1.625% Convertible senior notes due in 2019		566,000		—		566,000		—	1.6%			November 2019
Solar Bonds		9,714		1,658		7,982		—	1.6%-5.8%			October 2015 - March 2030
Solar Bonds issued to related parties		90,530		90,330		200		—	2.0%-4.0%			October 2015 - October 2021
Total recourse debt		1,080,217		94,540		982,924		5,664
Non-recourse debt:
Term loan assumed from Silevo acquisition		9,160		9,160		—		—	7.8%			June 2015
Term loan due in September 2015		79,000		—		76,968		—		3.7	%	September 2015
Term loan due in May 2016		34,622		—		32,753		90,378	3.2%			May 2016
Term loan due in December 2016		182,416		—		179,275		67,584	3.4%-3.5%			December 2016
MyPower revolving credit facility		—		—		—		200,000				January 2017
Solar Asset-backed Notes, Series 2013-1		48,839		3,332		45,507		—	4.8%			November 2038
Solar Asset-backed Notes, Series 2014-1		67,067		2,823		64,244		—	4.6%			April 2044
Solar Asset-backed Notes, Series 2014-2		196,250		6,355		189,895		—	4.0%-Class A 5.4%-Class B			July 2044
Total non-recourse debt		617,354		21,670		588,642		357,962
Total debt	$	1,697,571	$	116,210	$	1,571,566	$	363,626

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

The following is a summary of the Company’s debt as of December 31, 2014 (dollars in thousands):

	Unpaid						Unused
	Principal		Carrying Value, Net of Fees				Borrowing
	Balance		Current		Long-Term		Capacity		Interest Rate	Maturity Date
Recourse debt:
Revolving credit facility	$	130,000	$	—	$	126,939	$	54,935	3.4%	December 2016
Vehicle loans		9,724		2,647		7,077		—	1.9%-7.5%	March 2015 - June 2019
2.75% Convertible senior notes due in 2018		230,000		—		230,000		—	2.8%	November 2018
1.625% Convertible senior notes due in 2019		566,000		—		566,000		—	1.6%	November 2019
Solar Bonds		3,413		820		2,593		—	2.0%-4.0%	October 2015 - October 2021
Solar Bonds issued to related parties		530		330		200		—	2.0%-4.0%	October 2015 - October 2021
Total recourse debt		939,667		3,797		932,809		54,935
Non-recourse debt:
Term loan assumed from Silevo acquisition		9,134		9,134		—		—	7.8%	June 2015
Term loan due in May 2016		34,195		—		33,497		90,805	3.2%	May 2016
Term loan due in December 2016		122,655		—		120,108		127,345	3.4%-3.5%	December 2016
Solar Asset-backed Notes, Series 2013-1		49,519		3,291		46,228		—	4.8%	November 2038
Solar Asset-backed Notes, Series 2014-1		67,676		2,779		64,897		—	4.6%	April 2044
Solar Asset-backed Notes, Series 2014-2		201,494		7,504		193,268		—	4.0%-Class A 5.4%-Class B	July 2044
Total non-recourse debt		484,673		22,708		457,998		218,150
Total debt	$	1,424,340	$	26,505	$	1,390,807	$	273,085

Recourse debt refers to debt that is recourse to the Company’s general assets. Non-recourse debt refers to debt that is recourse to only specified assets or subsidiaries of the Company. The Company’s debt is described further below.

Recourse Debt Facilities:

Revolving Credit Facility

In September 2012, the Company entered into a revolving credit agreement with a syndicate of banks to obtain funding for working capital, letters of credit and funding for general corporate needs. The committed amount under the revolving credit facility was increased from $75.0 million to $200.0 million in 2013. Borrowed funds bear interest, at the Company’s option, at an annual rate of (a) 3.25% plus LIBOR or (b) 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The fee for undrawn commitments is 0.375% per annum. The revolving credit facility is secured by certain of the Company’s machinery and equipment, accounts receivable, inventory and other assets. In each of June, July, September, October and December 2014, the revolving credit facility was amended to increase certain debt covenant thresholds, including those related to permitted investment amounts and capital expenditures by the Company, to make certain changes in connection with the Company’s acquisition of Silevo and to make certain changes in connection with the issuance and payment of certain loans and debt, among other things. The Company was in compliance with all financial covenants as of March 31, 2015.

Vehicle Loans

The Company has entered into various vehicle loan agreements with various financial institutions. The vehicle loans are secured by the vehicles financed. The Company was in compliance with all financial covenants as of March 31, 2015.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

2.75% Convertible Senior Notes Due in 2018

In October 2013, the Company issued $230.0 million in aggregate principal of 2.75% convertible senior notes due on November 1, 2018 through a public offering. The net proceeds from the offering, after deducting transaction costs, were $222.5 million. The Company debt issuance costs were recorded in other assets and are being amortized to interest expense over the contractual term of the convertible senior notes.

Each $1,000 of principal of the convertible senior notes is initially convertible into 16.2165 shares of the Company’s common stock, which is equivalent to an initial conversion price of $61.67 per share, subject to adjustment upon the occurrence of specified events set forth in the applicable indenture. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time up to and including the second scheduled trading day prior to maturity. If certain events that would constitute a make-whole fundamental change under the applicable indenture occur prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such an event in certain circumstances. The convertible senior note holders may require the Company to repurchase their convertible senior notes for cash only under certain defined fundamental changes. The Company was in compliance with all financial covenants as of March 31, 2015.

1.625% Convertible Senior Notes Due in 2019

In September 2014, the Company issued $500.0 million in aggregate principal of 1.625% convertible senior notes due on November 1, 2019 through a private placement. The net amount from the issuance, after deducting transaction costs, was $488.3 million. On October 10, 2014, the Company issued an additional $66.0 million in aggregate principal of the 1.625% convertible senior notes, pursuant to the exercise of an option by the initial purchasers. The net amount from the additional issuance, after deducting transaction costs, was $64.5 million. The debt issuance costs were recorded in other assets and are being amortized to interest expense over the contractual term of the convertible senior notes.

Each $1,000 of principal of the convertible senior notes is initially convertible into 11.972 shares of the Company’s common stock, which is equivalent to an initial conversion price of $83.53 per share, subject to adjustment upon the occurrence of specified events set forth in the applicable indenture. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time up to and including the second scheduled trading day prior to maturity. If certain events that would constitute a make-whole fundamental change under the applicable indenture occur prior to the maturity date, the Company would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such an event in certain circumstances. The convertible senior note holders may require the Company to repurchase their convertible senior notes for cash only under certain defined fundamental changes. The Company was in compliance with all financial covenants as of March 31, 2015.

In connection with the issuance of the convertible senior notes in September 2014, the Company paid $57.6 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the convertible senior notes. In connection with the additional issuance of the convertible senior notes on October 10, 2014, the Company paid $7.6 million to enter into an additional capped call option agreement. The capped call option agreements have a cap price of $126.08 and an initial strike price of $83.53, which is equal to the initial conversion price of the convertible senior notes. The capped call options expire on various dates ranging from September 4, 2019 to October 29, 2019. The capped call option agreements are separate transactions, are not a part of the terms of the convertible senior notes and do not affect the rights of the convertible senior note holders. The capped call option agreements met the criteria for equity classification and were recorded as reductions to additional paid-in capital. The capped call option agreements are excluded from the calculation of diluted net income (loss) per share attributable to common stockholders as their effect is antidilutive.

Solar Bonds

In October 2014, the Company commenced issuing Solar Bonds, which are senior unsecured obligations that are structurally subordinate to the indebtedness and other liabilities of the Company’s subsidiaries. Solar Bonds have been issued under multiple series that have various fixed terms and interest rates. The Company intends to continue to issue Solar Bonds from time to time depending on market conditions. In March 2015, Space Exploration Technologies Corporation, or SpaceX, purchased $90.0 million in aggregate principal amount of 2.00% Solar Bonds due in March 2016. SpaceX is considered a related party (see Note 12, Related Party Transactions ). The Company was in compliance with all debt covenants as of March 31, 2015.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

Non-Recourse Debt Facilities:

Term Loan Assumed From Silevo Acquisition

Through the Silevo acquisition, the Company assumed a pre-existing term loan with an outstanding principal balance of $9.1 million. The term loan bears interest at a fixed rate of 7.8% per annum and is denominated in the Chinese Yuan. The term loan is a liability of the Silevo JV only and is non-recourse to Company and its other subsidiaries. The Company was in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in September 2015

In March 2015, a subsidiary of the Company entered into an agreement with a bank for a term loan of $79.0 million. The term loan bears interest, at the Company’s option, at an annual rate of (a) 3.50% plus LIBOR or (b) 3.50% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by certain assets and cash flows of certain subsidiaries of the Company and is non-recourse to the Company’s other assets or cash flows. On May 4, 2015, the Company fully paid-off the term loan with a portion of the proceeds from the solar asset-backed revolving credit facility (see Note 15, Subsequent Events ). The Company was in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in May 2016

On May 23, 2014, a subsidiary of the Company entered into an agreement with a syndicate of banks for a term loan of $125.0 million. The term loan bears interest at an annual rate of 3.00% to 4.00%, depending on the cumulative period the term loan has been outstanding, plus LIBOR or, at the Company’s option, plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by certain assets and cash flows of the subsidiary and is non-recourse to the Company’s other assets or cash flows. The Company was in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in December 2016

On February 4, 2014, a subsidiary of the Company entered into an agreement with a syndicate of banks for a term loan of $100.0 million. On February 20, 2014, the agreement was amended to increase the maximum term loan availability to $220.0 million. On March 20, 2014, the agreement was further amended to increase the maximum term loan availability to $250.0 million. The term loan bears interest at an annual rate of LIBOR plus 3.25% or, at the Company’s option, 3.25% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by the assets and cash flows of the subsidiary and is non-recourse to the Company’s other assets. The Company was in compliance with all financial covenants as of March 31, 2015.

MyPower Revolving Credit Facility

On January 9, 2015, a subsidiary of the Company entered into a $200.0 million revolving credit agreement with a syndicate of banks to obtain funding for the MyPower customer loan program. The MyPower revolving credit facility provides up to $160.0 million of Class A notes and up to $40.0 million of Class B notes. The Class A notes bear interest at an annual rate of 2.50% plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bear interest at an annual rate of 5.00% plus LIBOR. The fee for undrawn commitments is 0.50% per annum. The MyPower revolving credit facility is secured by the payments owed to the Company or its subsidiaries under the MyPower customer loans and is non-recourse to the Company’s other assets. The Company was in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, Series 2013-1

The Company has structured and entered into various solar asset-backed note securitization transactions pursuant to its financial strategy of monetizing solar assets at the lowest cost of capital.

In November 2013, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a special purpose entity, or SPE, and issued $54.4 million in aggregate principal of Solar Asset-backed Notes, Series 2013-1, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of March 31, 2015, these solar assets had a carrying value of $142.5 million and are included under solar energy systems, leased and to be leased — net, in the condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.05%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. The Company was in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, 2014-1

In April 2014, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $70.2 million in aggregate principal of Solar Asset-backed Notes, Series 2014-1, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of March 31, 2015, these solar assets had a carrying value of $133.2 million and are included under solar energy systems, leased and to be leased — net, in the condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. The Company was in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, Series 2014-2

In July 2014, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $160.0 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class A, and $41.5 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class B, to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on

the transfer of these solar assets. As of March 31, 2015, these solar assets had a carrying value of $283.1 million and are included under solar energy systems, leased and to be leased — net, in the condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. These solar assets and the associated customer contracts are leased to an investor under a lease pass-through arrangement that the Company has accounted for as a borrowing. The rent paid by the investor under the lease pass-through arrangement is used (and, following the expiration of the lease pass-through arrangement, the cash generated by these solar assets will be used) to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by these solar assets are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. The Company was in compliance with all financial covenants as of March 31, 2015.

6. VIE Arrangements

The Company has entered into various arrangements with investors to facilitate funding and monetization of solar energy systems. These arrangements include those described in this Note 6, VIE Arrangements , as well as those described in Note 7, Financing Obligations .

VIE Fund Arrangements

Wholly owned subsidiaries of the Company and fund investors formed and contributed cash or assets to various solar financing funds and entered into related agreements. Additionally, the Company acquired the assets of a fund through a business combination in September 2013 and assumed the related contractual arrangements. The following table shows the number of current VIE funds by classification of investor, the carrying value of solar energy systems in the funds, the total investor contributions received and undrawn investor contributions as of March 31, 2015 under these funds (in thousands, except for number of funds):

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

			Total				Carrying
			Investor		Undrawn		Value of
Investor	Number		Contributions		Investor		Solar Energy
Classification	of Funds		Received		Contributions		Systems
Financial institutions		17	$	1,071,405	$	96,346	$	1,241,970
Corporations		6		281,165		283,234		302,004
Utilities		2		247,286		18,750		251,992
Various other investors		1		3,607		-		3,300
Total		26	$	1,603,463	$	398,330	$	1,799,266

The Company has determined that the funds are VIEs and it is the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidation . The Company has considered the provisions within the contractual agreements, which grant it power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated customer contracts to be sold or contributed to these VIEs and the redeployment of solar energy systems. The Company considers that the rights granted to the fund investors under the contractual agreements are more protective in nature rather than participating.

As the primary beneficiary of these VIEs, the Company consolidates in its financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between the Company and these VIEs are eliminated in the condensed consolidated financial statements.

Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and the Company’s subsidiary as specified in contractual agreements.

Generally, the Company’s subsidiary has the option to acquire the fund investor’s interest in the fund for an amount based on the market value of the fund or the formula specified in the contractual agreements.

As of March 31, 2015 the Company was contractually required to make payments to a fund investor in order to ensure the investor is projected to achieve a specified minimum return annually. The amounts of any potential future payments under this guarantee are dependent on the amounts and timing of future distributions to the investor from the fund, the tax benefits that accrue to the investor from the fund’s activities and the amount and timing of the Company’s purchase of the investor’s interest in the fund or the amount and timing of the distributions to the investor upon liquidation of the fund. Due to uncertainties associated with estimating the amount and timing of distributions to the investor and the possibility and timing of the liquidation of the fund, the Company is unable to determine the potential maximum future payments that it would have to make under this guarantee.

Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the contractual agreements.

Pursuant to management services, maintenance and warranty arrangements, the Company has been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, the Company has guaranteed payments to the investors as specified in the contractual agreements. A fund’s creditors have no recourse to the general credit of the Company or to that of other funds. None of the assets of the funds had been pledged as collateral for their obligations.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

The Company presents the solar energy systems in the VIEs under solar energy systems, leased and to be leased – net in the condensed consolidated balance sheets. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of intercompany transactions and balances, in the condensed consolidated balance sheets were as follows (in thousands):

	March 31, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	27,170	$	26,419
Restricted cash		487		106
Accounts receivable - net		9,891		6,769
Rebates receivable		21,686		25,397
Prepaid expenses and other current assets		556		615
Total current assets		59,790		59,306
Restricted cash		254		300
Solar energy systems, leased and to be leased - net		1,799,266		1,581,459
Other assets		4,715		3,780
Total assets	$	1,864,025	$	1,644,845
Liabilities
Current liabilities:
Distributions payable to noncontrolling interests and redeemable noncontrolling interests	$	9,065	$	8,552
Current portion of deferred U.S. Treasury grant income		6,501		6,502
Accrued and other current liabilities		846		336
Customer deposits		4,771		6,405
Current portion of deferred revenue		18,541		16,746
Total current liabilities		39,724		38,541
Deferred revenue, net of current portion		268,243		256,200
Deferred U.S. Treasury grant income, net of current portion		168,912		170,548
Other liabilities and deferred credits		15,088		10,825
Total liabilities	$	491,967	$	476,114

Silevo’s Joint Venture in China

The Company, through a subsidiary, Silevo, Inc. operates a joint venture, Silevo China Company Limited, or the JV, with three other Chinese legal entities, or the JV Partners, to develop, manufacture and market high performance solar cells. Silevo owns approximately 65.7% of the outstanding capital of the JV, and the rest is owned by the JV Partners. Silevo has a Manufacturing Services and Technology Licensing Agreement with the JV to acquire solar cells on a “cost-plus” basis. The JV is required to obtain Silevo’s consent to sell products to any third-party. The agreement had an initial term of one year and automatically renews for successive one-year periods.

The Company has determined that the JV is a VIE and that Silevo is the primary beneficiary of the JV since the variable interests held by Silevo empower it to direct the activities that most significantly impact the joint venture’s economic performance. In reaching this determination, the Company considered the significant control exercised by Silevo over the JV’s Board of Directors, management and the daily operations of the JV.

Silevo has the right to acquire the JV Partners’ interests in the JV at any time within five years from the date of their initial capital contribution. The JV Partners have the right to sell all or part of their interests in the JV to Silevo if the JV does not meet certain conditions set out in the JV contract, which include meeting set production targets within a specified time frame. The JV did not meet some of those targets, and as such, the option is currently exercisable. The JV is not allowed to make a profit distribution to investors prior to the full exit of JV Partners from their investments in the JV.

Since Silevo has been determined to be the primary beneficiary of the JV, the JV’s assets, liabilities and results of operations are included in the Company’s condensed consolidated financial statements. The JV Partners’ interests in the JV are reflected in redeemable noncontrolling interests on the condensed consolidated balance sheets. The JV Partners’ interests in the JV is recorded at fair value which takes into account the JV Partners’ share of the JV’s enterprise value and the value of the JV Partners’ option to sell their interests in the JV to Silevo.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

The aggregate carrying values of the JV’s assets and liabilities in the condensed consolidated balance sheets were as follows (in thousands):

	March 31, 2015		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	2,058	$	1,401
Inventories		1,112		614
Prepaid expenses and other current assets		600		1,224
Total current assets		3,770		3,239
Property, plant and equipment - net		24,437		24,286
Total assets	$	28,207	$	27,525
Liabilities
Current liabilities:
Accounts payable	$	2,896	$	2,748
Accrued and other current liabilities		611		633
Current portion of long-term debt		9,160		9,134
Total current liabilities		12,667		12,515
Total liabilities	$	12,667	$	12,515

7. Financing Obligations

Lease Pass-Through Financing Obligation

In the three months ended March 31, 2015, the Company entered into a new lease pass-through fund arrangement. Under this arrangement, the Company and an investor formed a partnership whereby the Company contributes solar energy systems and the investor contributes cash to the partnership. Contemporaneously, the partnership entered into a master lease arrangement to lease the solar energy systems and the associated customer lease or power purchase agreements to the investor. The Company has concluded that the partnership is a VIE that is consolidated by the Company as the primary beneficiary. The assets and liabilities of this partnership are included under Note 6, VIE Arrangements . The partnership also makes a tax election to pass-through the investment tax credits, or ITCs, that accrue to the solar energy systems to the investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. The solar energy systems are included under solar energy systems, leased and to be leased – net in the condensed consolidated balance sheets, and as of March 31, 2015, the net carrying value of the solar energy systems was $12.2 million.

Under the arrangement, the investor makes a large upfront payment to the partnership and subsequent periodic payments. The Company allocates a portion of the aggregate payments received from the investor to the estimated fair value of the assigned ITCs, and the balance to the future customer lease payments that are also assigned to the investors. The estimated fair value of the ITCs are determined by discounting the estimated cash flows impact of the ITCs using an appropriate discount rate that reflects a market interest rate. The partnership has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly under the Company’s accounting policy for ITCs, the Company recognizes revenue as the recapture provisions lapse assuming all other revenue recognition criteria under ASC 605-10-S99, Revenue Recognition-Overall-SEC Materials have been met. The amounts allocated to ITCs are initially recorded as deferred revenue on the condensed consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to ITCs is recognized as revenue from operating leases and solar energy systems incentives in the condensed consolidated statements of operations on each anniversary of the solar energy system’s placed in service date over the next five years.

The Company accounts for the residual of the payments received from the investors, net of amounts allocated to ITCs, as a borrowing by recording the proceeds received as a lease pass-through financing obligation, which would be repaid customer payments and incentive rebates that would be received by the investors. Under this approach, the Company continues to account for the arrangement with the customers in its condensed consolidated financial statements, whether the cash generated from the customer arrangements is received by the lessor or paid directly to the investors. A portion of the amounts received by the investors from customer payments and incentive rebates associated with the leases assigned to the investors is applied to reduce the lease pass-through financing obligation, and the balance is allocated to interest expense. The incentive rebates and host customer payments are recognized into revenue consistent with the Company’s revenue recognition accounting policy. Interest is calculated on the lease pass-through financing obligation using the effective interest rate method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by an investor over the master lease term with the present value of the cash amounts

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

paid by the investor to the Company, adjusted for any payments made by the Company. The lease pass-through financing obligation is nonrecourse once the associated assets have been placed in service and all the customer arrangements have been assigned to the investors.

The investor is responsible for services such as warranty support, accounting, lease servicing and performance reporting, which have been outsourced to the Company under an operations and maintenance agreement.

8. Redeemable Noncontrolling Interests in Subsidiaries

Noncontrolling interests in subsidiaries that are redeemable at the option of the holder are classified as redeemable noncontrolling interests in subsidiaries between liabilities and stockholders’ equity in the condensed consolidated balance sheets. The redeemable noncontrolling interests in subsidiaries balance is determined using the hypothetical liquidation at book value method for the VIE funds or allocation of share of income or losses in other subsidiaries subsequent to initial recognition, however, the noncontrolling interests balance cannot be less than the estimated redemption value. The activity of the redeemable noncontrolling interests in subsidiaries balance was as follows (in thousands):

Balance at December 31, 2014		186,788
Contributions from redeemable noncontrolling interests		108,038
Net loss		(39,406	)
Distributions to redeemable noncontrolling interests		(8,928	)
Balance at March 31, 2015	$	246,492

9. Equity

The changes in total stockholders’ equity and noncontrolling interests in subsidiaries were as follows (in thousands):

	Total			Noncontrolling
	Stockholders'			Interests in			Total
	Equity			Subsidiaries			Equity
Balance, December 31, 2014	$	745,642		$	409,942		$	1,155,584
Contributions from noncontrolling interests		—			68,280			68,280
Stock-based compensation expense		24,453			—			24,453
Issuance of common stock upon exercise of stock options for cash		3,645			—			3,645
Net loss		(21,525	)		(86,006	)		(107,531	)
Distributions to noncontrolling interests		—			(8,442	)		(8,442	)
Balance, March 31, 2015	$	752,215		$	383,774		$	1,135,989

10. Equity Award Plans

Stock Options

Under the Company’s 2012 Equity Incentive Plan, the Company may grant incentive stock options and nonstatutory stock options for common stock to employees, directors and consultants. Stock options may be granted at an exercise price per share not less than 100% of the fair market value per share on the grant date. If an incentive stock option is granted to a 10% or greater stockholder, then the exercise price per share shall not be less than 110% of the fair market value per share on the grant date. Stock options granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years.

In September 2012, the Company adopted a director compensation plan for future non-employee directors. Under the director compensation plan, each individual who joins the board of directors as a non-employee director following the adoption of the plan receives an initial stock option grant to purchase 30,000 shares of common stock at the time of initial election or appointment and additional triennial stock option grants to purchase 15,000 shares of common stock, as well as an annual cash retainer of $15,000, all of which are subject to continued service on the board of directors. Such non-employee directors who serve on committees of the board of directors receive various specified additional equity awards and cash retainers.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

A summary of stock option activity is as follows (in thousands, except per share amounts):

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
	Stock			Exercise		Contractual		Intrinsic
	Options			Price		Term		Value
Outstanding - December 31, 2014		13,950			32.89		7.64		342,293
Granted (weighted-average fair value of $34.48)		244			51.16
Exercised		(310	)		11.75				11,601
Canceled		(301	)		58.78
Outstanding - March 31, 2015		13,583		$	33.12		7.49	$	308,354
Options vested and exercisable - March 31, 2015		7,036		$	15.80		6.30	$	261,547
Options vested and expected to vest - March 31, 2015		12,574		$	31.36		7.37	$	303,893

As of March 31, 2015, approximately 27% of the non-vested stock options outstanding had a performance feature that is required to be satisfied before the option is vested and exercisable. The grant date fair market value of options that vested in the three months ended March 31, 2015 and 2014 was $23.8 million and $7.5 million, respectively.

As of March 31, 2015 and December 31, 2014, there was $176.9 million and $242.9 million, respectively, of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to nonvested stock options, which are expected to be recognized over the weighted-average period of 2.82 years and 2.76 years, respectively.

Under ASC 718, the Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and applies the straight-line method of expense attribution. The fair values were estimated on each grant date with the following weighted-average assumptions:

	Three Months Ended March 31,
	2015			2014
Dividend yield		0	%		0	%
Annual risk-free rate of return		1.56	%		2.01	%
Expected volatility		76.90	%		84.86	%
Expected term (years)		6.12			6.20

The expected volatility was calculated based on the average historical volatilities of publicly traded peer companies determined by the Company. The risk-free interest rate used was based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. The expected term has been estimated using the simplified method allowed under ASC 718.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

Restricted Stock Units

The Company began granting restricted stock units, or RSUs, to employees, directors and consultants in 2012 under the Company’s 2012 Equity Incentive Plan. Pursuant to the acquisition of Silevo, Inc., or Silevo, on September 23, 2014, the Company granted RSUs to former employees of Silevo to replace their outstanding and unvested Silevo stock options. These RSUs vest under the same terms as the replaced Silevo stock options. A summary of RSU activity is as follows (in thousands, except per share amounts):

				Weighted-
	Restricted			Average
	Stock			Fair
	Units			Value
Outstanding - December 31, 2014		1,029			61.16
Granted		696			53.76
Released		(25	)		65.87
Cancelled		(60	)		57.48
Outstanding - March 31, 2015		1,640		$	58.09
Expected to vest - March 31, 2015		1,295		$	58.16

The grant date fair value of RSUs released was $1.6 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively. Under ASC 718, the Company determines the fair value of RSUs granted on each grant date based on the fair value of the Company’s common stock on the grant date and applies the straight-line method of expense attribution. As of March 31, 2015 and December 31, 2014, there was $64.5 million and $55.2 million, respectively, of total unrecognized stock-based compensation expense, net of estimated forfeitures, from RSUs, which are expected to be recognized over the weighted-average period of 3.45 years and 3.30 years, respectively.

Stock-Based Compensation Expense

As part of the requirements of ASC 718, the Company is required to estimate potential forfeitures of equity awards and adjust stock-based compensation expense accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock-based compensation expenses to be recognized in future periods.

The amount of stock-based compensation expense recognized during the three months ended March 31, 2015 and 2014 was $24.5 million and $18.1 million, respectively.

The amount of stock-based compensation expense that has been capitalized is as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Capitalized under:
Inventories	$	250	$	108
Other assets	$	642	$	—
Property, plant and equipment - net	$	606	$	1,480
Solar energy systems, leased and to be leased - net	$	4,638	$	3,642

Stock-based compensation expense is included in cost of revenue and operating expenses as follows (in thousands):

	Three Months Ended March 31,
	2015		2014
Total cost of revenue	$	320	$	826
Sales and marketing	$	3,765	$	3,040
General and administrative	$	10,143	$	8,475
Research and development	$	4,133	$	506

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

11. Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the condensed consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

The income tax expense for the three months ended March 31, 2015 and 2014 was determined based on the Company’s estimated consolidated effective income tax rates of 0.43% and negative 0.29%, respectively. The differences between the estimated consolidated effective income tax rate and the U.S. federal statutory rate were primarily attributable to valuation allowance and the current amortization of the prepaid income taxes due to inter-company sales held within the consolidated group.

As part of the asset monetization strategy, the Company has agreements to sell solar energy systems to the solar financing fund joint ventures. The gain on the sale of the assets has been eliminated in the condensed consolidated financial statements. These transactions are treated as inter-company sales and as such, tax is not recognized on the sale until the Company no longer benefits from the underlying asset. Since the systems remain within the consolidated group, the tax expense incurred related to these sales is being deferred and amortized over the estimated useful life of the underlying systems which has been estimated to be 30 years. The deferral of the tax expense results in recording of a prepaid tax expense that is included in the condensed consolidated balance sheets as other assets. As of March 31, 2015 and December 31, 2014, the Company recorded a net prepaid tax expense, net of amortization of $3.7 million and $3.7 million, respectively. The amortization of the prepaid tax expense in each period makes up the major component of the tax expense.

Uncertain Tax Positions

The Company is subject to taxation and files income tax returns in the U.S., various state, local and foreign jurisdictions. Due to the Company’s net losses, substantially all of its federal, state, local and foreign income tax returns since inception are still subject to audit.

12. Related Party Transactions

The Company’s operations included the following related party transactions (in thousands):

	Three Months Ended March 31,
	2015		2014
Expenditures:
Purchases of inventories or equipment from related parties	$	797	$	960
Fees paid or payable to related parties (included in sales and marketing expense)	$	—	$	64
Interest paid or payable to related parties (included in interest expense — net)	$	8	$	—

Related party balances were comprised of the following (in thousands):

	March 31, 2015		December 31, 2014
Due from related parties (included in accounts receivable)	$	30	$	30
Due to related parties (included in accounts payable)	$	693	$	300
Due to related parties (included in solar bonds)	$	90,530	$	530
Due to related parties (included in accrued and other current liabilities)	$	7	$	3

The related party transactions were primarily purchases of batteries from Tesla Motors, Inc., or Tesla, and issuances of Solar Bonds to SpaceX and the Chief Technology Officer. Tesla is considered a related party because the Chairman of the Company’s board of directors is the chief executive officer and chairman of Tesla, other members of the Company’s board of directors also serve as members of the board of directors of Tesla, the Company’s Chief Financial Officer also serves as a member of the board of directors of Tesla, and some members of the Company’s board of directors and executive management are also investors in Tesla. SpaceX is considered a related party because the Chairman of the Company’s board of directors is the chief executive officer, chief designer, chairman and a significant stockholder of SpaceX, other members of the Company’s board of directors also serve as members of the

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

board of directors of SpaceX, and some members of the Company’s board of directors and executive management are also investors in SpaceX.

13. Commitments and Contingencies

Noncancelable Leases

The Company leases offices, warehouse facilities, equipment, vehicles and solar energy systems under noncancelable leases.

Build-to-Suit Lease Arrangement

In September 2014, a subsidiary of the Company entered into a build-to-suit lease arrangement with the Research Foundation for the State University of New York, or the Foundation, for the construction of an approximately 1,000,000 square foot manufacturing facility with the capacity to produce at least 1 gigawatt of solar panels annually on an approximately 88.24 acre site located in Buffalo, New York. Under the terms of the agreement, the Foundation will construct the manufacturing facility and install certain utilities and other improvements, with participation by the Company as to the design and construction of the manufacturing facility, and acquire certain manufacturing equipment designated by the Company to be used in the manufacturing facility. The Foundation will cover construction costs related to the manufacturing facility in an amount up to $350.0 million and the acquisition and commissioning of the manufacturing equipment in an amount up to $400.0 million, in each case, subject to the maximum funding allocation from the State of New York, and the Company will be responsible for any construction and equipment costs in excess of such amounts. The Foundation will own the manufacturing facility and manufacturing equipment. Following completion of the manufacturing facility, the Company will lease the manufacturing facility and the manufacturing equipment from the Foundation for an initial period of 10 years, with an option to renew, for $2 per year plus utilities.

Under the terms of the build-to-suit lease arrangement, the Company is required to achieve specific operational milestones during the initial term of the lease, which include employing a certain number of employees at the facility and within the State of New York within specified time periods following the completion of the facility. The Company is also required to spend or incur approximately $5 billion in combined capital, operational expenses and other costs in the State of New York over the 10 years following full production. On an annual basis during the initial lease term, as measured on each anniversary of the commissioning of the facility, if the Company fails to meet its specified investment and job creation obligations, then it would be obligated to pay a $41.2 million “program payment” to the Foundation for each year that it fails to meet these requirements. Furthermore, if the agreement is terminated due to a material breach by the Company, then additional amounts might be payable by the Company.

Due to the Company’s involvement with the construction of the facility, its exposure to any potential cost overruns and its other commitments under the agreement, the Company is deemed to be the owner of the facility and the manufacturing equipment for accounting purposes during the construction phase. Accordingly, as of March 31, 2015 and December 31, 2014, the Company had recorded a build-to-suit lease asset under construction of $52.9 million and $26.5 million, respectively, which is a component of property, plant and equipment – net, and a corresponding build-to-suit lease liability, which is a component of other liabilities and deferred credits, on the condensed consolidated balance sheets.

Indemnification and Guaranteed Returns

The Company is contractually committed to compensate certain fund investors for any losses that they may suffer in certain limited circumstances resulting from reductions in U.S. Treasury grants or ITCs. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the U.S. Treasury Department for purposes of claiming U.S. Treasury grants or as assessed by the IRS for purposes of claiming ITCs or U.S. Treasury grants. For each balance sheet date, the Company assesses and recognizes, when applicable, the potential exposure from this obligation based on all the information available at that time, including any guidelines issued by the U.S. Treasury Department on solar energy system valuations for purposes of claiming U.S. Treasury grants and any audits undertaken by the IRS. The Company believes that any payments to the fund investors in excess of the amount already recognized by the Company for this obligation are not probable based on the facts known at the reporting date.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

The maximum potential future payments that the Company could have to make under this obligation would depend on the difference between the fair values of the solar energy systems sold or transferred to the funds as determined by the Company and the values that the U.S. Treasury Department would determine as fair value for the systems for purposes of claiming U.S. Treasury grants or the values the IRS would determine as the fair value for the systems for purposes of claiming ITCs or U.S. Treasury grants. The Company claims U.S. Treasury grants based on guidelines provided by the U.S. Treasury department and the statutory regulations from the IRS. The Company uses fair values determined with the assistance of independent third-party appraisals commissioned by the Company as the basis for determining the ITCs that are passed-through to and claimed by the fund investors. Since the Company cannot determine future revisions to U.S. Treasury Department guidelines governing system values or how the IRS will evaluate system values used in claiming ITCs or U.S. Treasury grants, the Company is unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date.

The Company is eligible to receive certain state and local incentives that are associated with renewable energy generation. The amount of incentives that can be claimed is based on the projected or actual solar energy system size and/or the amount of solar energy produced. The Company also currently participates in one state’s incentive program that is based on either the fair market value or the tax basis of solar energy systems placed in service. State and local incentives received are allocated between the Company and fund investors in accordance with the contractual provisions of each fund. The Company is not contractually obligated to indemnify any fund investor for any losses they may incur due to a shortfall in the amount of state or local incentives actually received.

As disclosed in Note 6, VIE Arrangements , the Company is contractually required to make payments to one fund investor to ensure that the fund investor achieves a specified minimum internal rate of return. The fund investor has already received a significant portion of the projected economic benefits from U.S. Treasury grant distributions and tax depreciation benefits. The contractual provisions of the fund state that the fund has an indefinite term unless the members agree to dissolve the fund. Based on the Company’s current financial projections regarding the amount and timing of future distributions to the fund investor, the Company does not expect to make any payments as a result of this guarantee and has not accrued any liabilities for this guarantee. The amount of potential future payments under this guarantee is dependent on the amount and timing of future distributions to the fund investor and future tax benefits that accrue to the fund investor. Due to the uncertainties surrounding estimating the amounts of these factors, the Company is unable to estimate the maximum potential payments under this guarantee. As of March 31, 2015, the fund investor has achieved the specified minimum internal rate of return as determined in accordance with the contractual provisions of the fund.

The lease pass-through funds have a one-time lease payment reset mechanism that occurs after the installation of all solar energy systems in a fund. As a result of this mechanism, the Company may be required to refund master lease prepayments previously received from investors. Any refunds of master lease prepayments would reduce the lease pass-through financing obligation.

Letters of Credit

As of March 31, 2015, the Company had $19.3 million of unused letters of credit outstanding, which carry a fee of 3.375% per annum.

Other Contingencies

In July 2012, the Company, along with other companies in the solar energy industry, received a subpoena from the U.S. Treasury Department’s Office of the Inspector General to deliver certain documents in the Company’s possession that were dated, created, revised or referred to after January 1, 2007 and that relate to the Company’s applications for U.S. Treasury grants or communications with certain other solar energy development companies or with certain firms that appraise solar energy property for U.S Treasury grant application purposes. The Inspector General and the Civil Division of the U.S. Department of Justice are investigating the administration and implementation of the U.S Treasury grant program, including possible misrepresentations concerning the fair market value of the solar energy systems submitted by the Company in U.S. Treasury grant applications. If the Inspector General concludes that misrepresentations were made, the U.S. Department of Justice could decide to bring a civil action to recover amounts it believes were improperly paid to the Company. If the U.S. Department of Justice is successful in asserting this action, the Company could then be required to pay material damages and penalties for any funds received based on such misrepresentations, which, in turn, could require the Company to make indemnity payments to certain fund investors. The Company is unable to estimate the possible loss, if any, associated with this ongoing investigation as information is still being produced by the Company for further review by the Inspector General.

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

On April 30, 2013, the U.S. Department of Labor, or DOL, notified the Company that it was undertaking a wage and hour investigation related to the Company’s Foster City, California facility. On February 28, 2014, the DOL informed the Company that it had made a preliminary determination that some of its employee positions were not properly classified but has made no assessment of damages or penalties. In March 2015, the Company resolved the investigation by entering into a settlement agreement with the DOL. The amount of the settlement was not material to the Company’s condensed consolidated financial statements.

On March 28, 2014, a purported stockholder class action lawsuit was filed in the United States District Court for the Northern District of California against the Company and two of its officers. The complaint alleges claims for violations of the federal securities laws, and seeks unspecified compensatory damages and other relief on behalf of a purported class of purchasers of our securities from March 6, 2013 to March 18, 2014. On April 16, 2015, the District Court dismissed the complaint. The plaintiffs have until June 19, 2015 to file an amended complaint to attempt to remedy the defects in the original complaint. The Company believes that the claims are without merit and intends to defend itself vigorously. The Company is unable to estimate the possible loss, if any, associated with this lawsuit.

On June 5 and 11, 2014, stockholder derivative actions were filed in the Superior Court of California for the County of San Mateo, purportedly on behalf of the Company and against the board of directors, alleging that the board of directors breached its duties to the Company by failing to prevent the conduct alleged in the pending purported stockholder class action lawsuit. The Company and the individual board member defendants have filed a motion to dismiss the complaint. The Company is reviewing the claims asserted by the stockholders and is unable to estimate the possible loss, if any, associated with this lawsuit.

14. Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the periods presented (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2015			2014
Net loss attributable to stockholders	$	(21,525	)	$	(24,063	)
Net loss attributable to common stockholders, basic	$	(21,525	)	$	(24,063	)
Net loss attributable to common stockholders, diluted	$	(21,525	)	$	(24,063	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic		96,680,069			91,412,126
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted		96,680,069			91,412,126
Net loss per share attributable to common stockholders, basic	$	(0.22	)	$	(0.26	)
Net loss per share attributable to common stockholders, diluted	$	(0.22	)	$	(0.26	)

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

	Three Months Ended March 31,
	2015		2014
Common stock options		13,815,595		14,393,036
Restricted stock units		1,322,010		93,875
Convertible senior notes		10,505,947		3,729,795

SolarCity Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

15. Subsequent Events

New Financing Funds

In April 2015, the Company formed three new non-recourse financing funds with new and existing fund investors with an aggregate financing commitment of $205.0 million.

Financing Fund Amendments

In April and May 2015, the contractual terms of two existing financing funds were amended to increase the total available financing by $80.6 million in aggregate.

Pay-down of Revolving Credit Facility

On April 13, 2015, the Company paid-down $45.0 million of the outstanding principal of the revolving credit facility.

New Solar Asset-backed Revolving Credit Facility and Pay-off of Debt

On May 4, 2015, a subsidiary of the Company entered into an agreement with a syndicate of banks for a revolving credit facility with a total committed amount of $500.0 million. On the same date, the subsidiary drew $113.1 million under the revolving credit facility and used a portion of the proceeds to fully pay-off the term loan due in September 2015. The revolving credit facility bears interest at an annual rate of 2.75% plus, at the Company’s option, LIBOR, the commercial paper rate or the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The revolving credit facility is secured by the Company’s interests in certain financing funds and is non-recourse to the Company’s other assets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes to those statements included elsewhere in this quarterly report on Form 10-Q and with our annual report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 24, 2015. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

Overview

We integrate the sales, engineering, manufacturing, installation, monitoring, maintenance and financing of our distributed solar energy systems. This allows us to offer long-term energy solutions to residential, commercial, government and other customers. We make it possible for our customers to buy renewable energy or solar energy systems from us for less than they currently pay for electricity from utilities with little to no up-front cost or down payment, as applicable. Our long-term contractual arrangements typically generate recurring customer payments, provide our customers with insight into their future electricity costs and minimize their exposure to rising retail electricity rates. We also offer energy-related products and services to our customers, such as energy storage solutions. To date, revenue attributable to our energy-related products and services has not been material.

We offer our customers the choice to either purchase and own solar energy systems or to purchase the energy that our solar energy systems produce through various contractual arrangements. These contractual arrangements include long-term leases and power purchase agreements. In both structures, we install our solar energy systems at our customer’s premises and charge the customer a monthly fee for the power that our system produces. In the lease structure, this monthly payment is fixed with a production guarantee. In the power purchase agreement structure, we charge customers a fee per kWh based on the amount of electricity the solar energy system actually produces. The leases and power purchase agreements are typically for 20 years with a renewal option, and generally when there is no upfront prepayment, the specified monthly fees are subject to annual escalations.

In the fourth quarter of 2014, we began offering MyPower. Under MyPower, one of our wholly-owned subsidiaries provides qualified residential customers with a 30-year loan to finance the purchase of a solar energy system. The interest rate on the loan is fixed at inception and ranges from 4.50% to 5.49% per annum, depending on the geographic market. The interest rates are reduced by 0.50% per annum for customers who elect to have their payments automatically withdrawn. The monthly loan repayments are variable based on the amount of electricity generated by the systems. The customers are eligible to receive a federal income tax credit equal to 30% of the value of the solar energy system, which the customers can, and in certain cases are contractually obligated to, use to pay down the loan principal, and lower future monthly loan payments. This in turn translates to a lower effective cost per kWh of electricity to these customers.

Initially, we only offered our solar energy systems on an outright purchase basis. During 2008, we began offering leases and power purchase agreements, and in 2014, we began offering MyPower. Our ability to offer leases, power purchase agreements and the financing of systems under MyPower depends in part on our ability to monetize the resulting customer receivables and any related investment tax credits, or ITCs, accelerated tax depreciation and other incentives.

We compete mainly with the retail electricity rate charged by the utilities in the markets we serve, and our strategy is to price the energy and/or services we provide and payments under MyPower below that rate. As a result, the price our customers pay varies depending on the state where the customer is located and the local utility. The price we charge also depends on customer price sensitivity, the need to offer a compelling financial benefit and the price other solar energy companies charge in the region. Our commercial rates in a given region are also typically lower than our residential rates in that region because utilities’ commercial retail rates are generally lower than their residential retail rates.

We generally recognize revenue from solar energy systems sold to our customers on an outright purchase basis when we install the solar energy system and it passes inspection by the utility or the authority having jurisdiction. We recognize revenue from MyPower financed sales over the term of the loan contract as the customer pays the loan’s outstanding principal and interest. We account for our leases and power purchase agreements as operating leases. We recognize the revenue that these arrangements generate on a straight-line basis over the term for leases, and as we generate and deliver energy for power purchase agreements. We recognize revenue from our energy-related products and services when we complete the services or when we earn a referral fee. Substantially all of our revenue is attributable to customers located in the United States.

We monetize certain government incentives in the form of ITCs under lease pass-through structures by assigning the ITCs to investors in exchange for upfront cash payments. We record the amounts we receive from the investors for the ITCs as a liability, which is subsequently recognized as revenue as the five-year recapture period expires.

The amount of operating lease revenue that we recognize in a given period is dependent in part on the amount of electricity generated by solar energy systems under power purchase agreements and by systems with energy output performance based incentives, which is in turn dependent on the amount of sunlight received by these solar energy systems. Additionally, the amount of revenue that we recognize in any given period for sales financed under MyPower is dependent on the periodic cash receipts from customer billings. The billings are based on the amount of electricity generated by these systems, which in turn is dependent in part on the amount of sunlight received by these systems. As a result, operating lease revenue and revenue from sales financed under MyPower are impacted by seasonally shorter daylight hours and inclement weather in winter months. As the relative percentage of our revenue attributable to power purchase agreements, performance-based incentives or financed sales under MyPower increases, this seasonality may become more significant to our quarterly financial results.

Various state and local agencies offer incentive rebates for the installation and operation of solar energy systems. For solar energy systems we sell, we typically have the customer assign the incentive rebate to us. For outright sales, we record the incentive rebate as a component of proceeds from the solar energy system sale. For incentive rebates associated with solar energy systems under leases or power purchase agreements, we initially record the incentive rebate that is paid upfront as deferred revenue and recognize the deferred revenue as revenue over the term of the lease or power purchase agreement. For incentives that are paid based on the performance of the solar energy systems, we recognize revenue as the solar energy systems produce electricity.

Component materials, direct labor and third-party appliances comprise the substantial majority of the costs of our solar energy systems and energy-related products and services. The costs associated with sales financed under MyPower are initially deferred as other assets on the balance sheet and subsequently recognized as a component of cost of revenue from solar energy systems and component sales generally in proportion to the reduction of the principal balance of the customer’s loan. Under U.S. generally accepted accounting principles, or GAAP, the cost of revenue from our leases and power purchase agreements are primarily comprised of the depreciation of the cost of the solar energy systems, which are depreciated over their estimated useful lives of 30 years, reduced by amortization of U.S. Treasury grants income. The cost of revenue from our leases and power purchase agreements also include the amortization of initial direct costs which generally include the incremental cost of contract administration, referral fees and sales commissions, which are amortized over the minimum contractual term of the lease or power purchase agreement, which is typically 20 years.

We have structured different types of financing funds to implement our asset monetization strategy. One such structure is a joint venture structure where we and our fund investors both contribute funds or assets into the joint venture. In accordance with GAAP, we recognize the impact of a hypothetical liquidation of these joint ventures on our condensed consolidated statements of operations. Therefore, after we determine our consolidated net income (loss) for a given period, we allocate a portion of our consolidated net income (loss) to the fund investors in our joint ventures (referred to as the “noncontrolling interests” in our condensed consolidated financial statements) and allocate the remainder of the consolidated net income (loss) to our stockholders. These income or loss allocations, reflected on our condensed consolidated statements of operations, can have a significant impact on our reported results of operations. For example, for the three months ended March 31, 2015 and 2014, our consolidated net loss was $146.9 million and $75.2 million, respectively. However, after applying the required allocations to arrive at the consolidated net loss attributable to our stockholders, the result was a loss of $21.5 million and $24.1 million in 2015 and 2014, respectively. For a more detailed discussion of this accounting treatment, see “Results of Operations—Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests.”

Financing Funds

Our lease and power purchase agreements in conjunction with the associated solar energy systems create ITCs, accelerated tax depreciation deductions and other incentives. Our financial strategy is to monetize these attributes or ‘assets’ to generate cash. Through this monetization process, we are able to share the economic benefits generated by the solar energy system with our customers by lowering the price they pay for energy. Historically, we have monetized the assets created by substantially all of our leases and power purchase agreements via funds we have formed with fund investors. Depending on the structure of the fund, we may contribute or sell solar energy systems to the fund and assign certain of the tax attributes and other incentives associated with the solar energy systems to the investors and in return we receive upfront cash payments from investors.

We also enter into arrangements that allow us to borrow against the future recurring customer payments under the solar system leases and power purchase agreements. Through the financing funds, we are able to retain the residual value in leases and the solar energy systems themselves. We use the cash received from the investors to cover our operating and capital costs including the variable and fixed costs associated with installing the related solar energy systems. Because these recurring customer payments are from individuals or commercial businesses with high credit scores, and because electricity is a necessity, our fund investors perceive these as high-quality assets with a relatively low loss rate. We invest any excess cash in the growth of our business.

Joint Ventures. Under joint venture structures, we and our fund investors contribute assets or funds into a joint venture. Then, the joint venture acquires solar energy systems from us and leases the solar energy systems to customers. Prior to the fund investor

receiving its contractual rate of return or for a time period specified in the contractual arrangements, the fund investors receive substantially all of the value attributable to the long-term recurring customer payments, ITCs, accelerated tax depreciation and, in some cases, other incentives. After the fund investor receives its contractual rate of return or after the specified time period, we receive substantially all of the value attributable to the long-term recurring customer payments and the other incentives.

We have determined that we are the primary beneficiary in these joint venture structures. Accordingly, we consolidate the assets and liabilities and operating results of these joint ventures, including the solar energy systems and operating lease revenue, in our condensed consolidated financial statements. We recognize the fund investors’ share of the net assets of the joint ventures as noncontrolling interests in subsidiaries or redeemable noncontrolling interests in subsidiaries in our condensed consolidated balance sheets. We recognize the amounts that are contractually payable to these investors in each period as distributions to noncontrolling interests or redeemable noncontrolling interests in subsidiaries in our consolidated statements of equity. Our condensed consolidated statements of cash flows reflect cash received from these fund investors as proceeds from investments by noncontrolling interests and redeemable noncontrolling interests in subsidiaries. Our condensed consolidated statements of cash flows also reflect cash paid to these fund investors as distributions paid to noncontrolling interests and redeemable noncontrolling interests in subsidiaries. We reflect any unpaid distributions to these fund investors as distributions payable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries in our condensed consolidated balance sheets.

Lease Pass-Through. Under lease pass-through structures, we lease solar energy systems to fund investors under a master lease agreement, and these investors in turn sublease the solar energy systems to customers. We receive all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to the other incentives. We assign to the fund investors the value attributable to the ITCs, the right to receive U.S. Treasury Department grants, where applicable, and, for the duration of the master lease term, the long-term recurring customer payments. The investors typically make significant upfront cash payments that we classify and allocate between the right to the ITCs, where applicable, and the future customer lease payments and other benefits assigned to the investor, which are recorded as a lease pass-through financing obligation. After the master lease term expires, we receive the customer payments, if any. We record the solar energy systems on our condensed consolidated balance sheets as a component of solar energy systems, leased and to be leased—net. We record the amounts allocated to the ITCs as deferred revenue on our condensed consolidated balance sheets as the associated solar energy systems are placed in service. We then recognize the deferred revenue in our condensed consolidated statements of operations as revenue from operating leases and solar energy systems incentives, by reducing the deferred revenue balance at each reporting date as the five-year recapture period expires. We record the balance of the amounts received from fund investors as financing obligation on our condensed consolidated balance sheets and subsequently reduce these obligations by the amounts received by the fund investors from U.S. Treasury Department grants, where applicable, customer payments and the associated incentive rebates. We in turn recognize the incentive rebates and customer payments as revenue over the customer lease term and amortize U.S. Treasury Department grants as a reduction to depreciation of the associated solar energy systems over the estimated life of these systems.

Sale-Leaseback. Under sale-leaseback structures, we generate cash through the sale of solar energy systems to fund investors, and we then lease these systems back from the investors and sublease them to our customers. For the duration of the lease term, we may, for some of the structures, receive the value attributable to the incentives and the long-term recurring customer payments, and we make leaseback payments to the fund investors. The fund investors receive the customer payments after the lease term. They also receive the value attributable to the ITCs, accelerated depreciation and other incentives. At the end of the lease term, we have the option to purchase the solar energy systems from the fund investors. Typically, our customers make monthly lease payments that we recognize as revenue over the term of the subleases on a straight-line basis. Depending on the design, size and construction of the individual systems and the leaseback terms, we may recognize a portion of the revenue from the sale of the systems or we may treat the cash received from the sale as financing received from the fund investors and reflect the cash received as a financing obligation on our condensed consolidated balance sheets.

Securitization. Under securitization arrangements, we pool and transfer qualifying solar energy systems and associated customer contracts into a special purpose entity, or SPE, and issue notes backed by these solar assets to investors. The SPE is wholly owned by us and is consolidated in our condensed consolidated financial statements. Accordingly, we do not recognize a gain or loss on transfer of these assets. The notes bear interest at a rate determined on the issuance of the notes. The cash flows generated by the assets in the SPEs are used to service the principal and interest payments of the notes and meet the SPE’s expenses, and any remaining cash is distributed to us. We recognize the revenue earned from the associated customer contracts in our condensed consolidated financial statements. The assets and cash flows generated by the securitized solar energy systems are not available to our other creditors and the creditors of the SPE, including the notes holders, have no recourse to our other assets.

Key Operating Metrics

We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

Customers

We track the number of residential, commercial, government and other customers where we have installed or contracted to install a solar energy system, or performed or contracted to perform an energy-related consultation or other energy efficiency services. We believe that the relationship we establish with building owners, together with the energy-related information we obtain about the buildings, position us to provide the owners with additional solutions to further lower their energy costs. We track the cumulative number of customers as of the end of a given period as an indicator of our historical growth and as an indicator of our rate of growth from period to period. The following table sets forth our cumulative number of customers as of the dates presented:


	March 31, 2015		December 31, 2014
Cumulative customers		217,595		189,657

Energy Contracts

We define an energy contract as a residential, commercial or government lease, power purchase agreement or MyPower contract pursuant to which consumers use or will use energy generated by a solar energy system that we have installed or have been contracted to install. For landlord-tenant structures in which we contract with the landlord or development company, we include each residence as an individual contract. For commercial customers with multiple locations, each location is deemed a contract if we maintain a separate contract for that location. We track the cumulative number of energy contracts as of the end of a given period as an indicator of our historical growth and as an indicator of our rate of growth from period to period. The following table sets forth our cumulative number of energy contracts as of the dates presented:


	March 31, 2015		December 31, 2014
Cumulative energy contracts		207,426		177,455

Megawatts Deployed and Megawatts Installed

We track megawatts deployed, or the megawatt production capacity of our solar energy systems that have had all required building department inspections completed. This metric includes solar energy systems deployed under energy contracts, as well as solar energy system direct sales. Because the size of our solar energy systems varies greatly, we believe that tracking the megawatt production capacity of deployed systems is an indicator of the growth rate and cost efficiency of our solar energy system business. We track the megawatts deployed in a given period as an indicator of asset growth and efficiency of the scale of our operations in the period. We track cumulative megawatts deployed as of the end of a given period as an indicator of our historical growth and our future opportunity to provide customers with additional solutions to further lower their energy costs. The following table sets forth the megawatt production capacity of solar energy systems that we have deployed during the periods presented and the cumulative megawatts deployed as of the end of each period presented:

	Three Months Ended March 31,
	2015		2014
Megawatts deployed		143		82
Cumulative megawatts deployed		1,212		649

In addition, we track megawatts installed, or the megawatt production capacity of (a) residential solar energy systems for which (i) all solar panels, inverters, mounting and racking hardware and system wiring have been installed, (ii) the system inverter is connected and a successful direct current string test has been completed confirming the production capacity of the system and (iii) interconnection wiring has been completed and the system is capable of being grid connected, and (b) non-residential solar energy systems for which (i) all solar panels, inverters, mounting and racking hardware and system wiring have been installed, (ii) the system inverter is connected and a successful direct current string test has been completed confirming the production capacity of the system and (iii) the system is capable of being grid connected, in each case, as of the latest of which criteria is completed during the applicable period. This metric includes solar energy systems installed under energy contracts, as well as solar energy system direct sales. The following table sets forth the megawatt production capacity of solar energy systems that we have installed during the periods presented and the cumulative megawatts installed as of the end of each period presented:

	Three Months Ended March 31,
	2015		2014
Megawatts installed		153		82
Cumulative megawatts installed		1,229		654

Nominal Contracted Payments

Our energy contracts create long-term recurring customer payments. We use a portion of the value created by these contracts, which we refer to as “nominal contracted payments,” together with the value attributable to ITCs, accelerated depreciation, solar renewable energy credits, performance-based incentives, state tax benefits and rebates to cover the fixed and variable costs associated with installing solar energy systems.

We track the estimated nominal contracted payments of our energy contracts entered into as of specified dates. Nominal contracted payments represent our estimate of the sum of the cash payments that our customer is obligated to pay under our energy contracts. When calculating nominal contracted payments, we include only those energy contracts for solar energy systems already deployed and in backlog over the remaining term of such contracts. Backlog represents the aggregate megawatt capacity of solar energy systems not yet deployed as of the date specified pursuant to energy contracts and contracts for solar energy system direct sales executed as of such date. For a lease, we include the monthly fee and the upfront fee as set forth in the lease. As an example, the nominal contracted payments for a 20-year lease with monthly payments of $200 and an upfront payment of $5,000 is $53,000. For a power purchase agreement, we multiply the contract price per kWh by the estimated annual energy output of the associated solar energy system to determine the nominal contracted payments. For MyPower contracts, we include the total payments during the full 30-year term of the loan. The nominal contracted payments of a particular lease, power purchase agreement or MyPower contract decline as the payments are received by us or a fund investor, as applicable. Aggregate nominal contracted payments include leases and power purchase agreements that we have contributed to financing funds, aggregation facilities or solar-asset backed notes. Currently, fund investors have contractual rights to a portion of these nominal contracted payments.

Estimated nominal contracted payments remaining is a forward-looking number, and we use judgment in developing the assumptions used to calculate it. Those assumptions may not prove to be accurate over time. Cancellation of signed contracts, underperformance of the solar energy systems, payment defaults by our customers or other factors described under the heading “Risk Factors” could cause our actual results to differ materially from our calculation of nominal contracted payments.

The following table sets forth, with respect to our energy contracts, the estimated aggregate nominal contracted payments remaining as of the dates presented (in thousands):


	March 31, 2015		December 31, 2014
Estimated aggregate nominal contracted payments remaining	$	6,106,401	$	4,951,429

In addition to nominal contracted payments, our leases and power purchase agreements provide us with a significant post-contract renewal opportunity. Because our solar energy systems have an estimated life of 30 years, they will continue to have a useful life after the term of their leases or power purchase agreements. At the end of an original contract term, we intend to offer our customer a renewal contract. The solar energy systems have already been installed on the customer’s building, which will facilitate the customer’s acceptance of our renewal offer and will result in limited additional costs to us. No amounts attributed to the expected renewal period are included in the estimated aggregate nominal contracted payments remaining as detailed in the above table.

Critical Accounting Policies and Estimates

There were no material changes to our critical accounting policies or estimates during the three months ended March 31, 2015 from those disclosed in our annual report on Form 10-K for the year ended December 31, 2014.

Results of Operations

The following table sets forth selected condensed consolidated statements of operations data for each of the periods indicated.

	Three Months Ended March 31,
	2015			2014
	(in thousands, except share and per share data)
Revenue:
Operating leases and solar energy systems incentives	$	54,771		$	29,072
Solar energy systems and components sales		12,708			34,474
Total revenue		67,479			63,546
Cost of revenue:
Operating leases and solar energy systems incentives		32,260			15,979
Solar energy systems and components sales		13,460			32,782
Total cost of revenue		45,720			48,761
Gross profit		21,759			14,785
Operating expenses:
Sales and marketing		86,671			46,850
General and administrative		48,654			33,011
Research and development		12,120			1,923
Total operating expenses		147,445			81,784
Loss from operations		(125,686	)		(66,999	)
Interest expense, net		18,521			7,979
Other expense, net		2,104			25
Loss before income taxes		(146,311	)		(75,003	)
Income tax provision		(626	)		(215	)
Net loss		(146,937	)		(75,218	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(125,412	)		(51,155	)
Net loss attributable to stockholders	$	(21,525	)	$	(24,063	)
Net income (loss) attributable to common stockholders
Basic	$	(21,525	)	$	(24,063	)
Diluted	$	(21,525	)	$	(24,063	)
Net loss per share attributable to common stockholders
Basic	$	(0.22	)	$	(0.26	)
Diluted	$	(0.22	)	$	(0.26	)
Weighted-average shares used to compute net loss per share attributable to common stockholders
Basic		96,680,069			91,412,126
Diluted		96,680,069			91,412,126

Revenue

	Three Months Ended March 31,				Change
(Dollars in thousands)	2015		2014		$			%
Operating leases and solar energy systems incentives	$	54,771	$	29,072	$	25,699			88	%
Solar energy systems and components sales		12,708		34,474		(21,766	)		(63	)%
Total revenue	$	67,479	$	63,546	$	3,933			6	%

Total revenue increased by $3.9 million, or 6%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014.

Operating leases and solar energy systems incentives revenue increased by $25.7 million, or 88%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was attributable to the increase in solar energy systems placed in service under leases and power purchase agreements between April 1, 2014 and March 31, 2015. The in-period average of the aggregate megawatt production capacity of solar energy systems placed in service under leases and power purchase agreements during the three months ended March 31, 2015 increased by 86% as compared to the in-period average during the three months ended March 31, 2014. This significant growth was attributable to our continued success in the installation and operation of solar energy systems under lease and power purchase agreements in new and existing markets. In addition, revenue from the monetization of ITCs increased by $7.5 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, as we recognized revenue from the monetization of ITCs related to solar energy systems that were placed in service in the three months ended March 31, 2014. We recognize revenue from the monetization of ITCs on the anniversary date of each solar energy system’s placed in service date as recapture provisions expire.

Revenue from sales of solar energy systems and components decreased by $21.8 million, or 63%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This decrease was primarily due to a $15.1 million decrease in revenue from long-term solar energy system sales contracts recognized on the percentage-of-completion basis and a $3.9 million decrease in revenue from sales to commercial customers. These decreases were partially offset by a $2.2 million increase in revenue from sales to residential customers, a $0.9 million increase in revenue from sales to government entities, a $1.1 million increase in revenue from sales under MyPower contracts and a $1.0 million increase in revenue from sales of Silevo products. We acquired Silevo in September 2014. In addition, in the three months ended March 31, 2014, we recognized $8.6 million of revenue from sales of Zep Solar products as we fulfilled open customer orders following our acquisition of Zep Solar. Subsequent to the fulfillment of all external Zep Solar sales orders, we have internally consumed all Zep Solar products in our solar energy system installations for our customers.

Cost of Revenue, Gross Profit and Gross Profit Margin

	Three Months Ended March 31,						Change
(Dollars in thousands)	2015			2014			$			%
Cost of operating leases and solar energy systems incentives	$	32,260		$	15,979		$	16,281			102	%
Gross profit of operating leases and solar energy systems incentives		22,511			13,093			9,418			72	%
Gross profit margin of operating leases and solar energy systems incentives		41	%		45	%
Cost of solar energy systems and component sales	$	13,460		$	32,782		$	(19,322	)		(59	)%
Gross (loss) profit of solar energy systems and component sales		(752	)		1,692			(2,444	)		(144	)%
Gross (loss) profit margin of solar energy systems and component sales		(6	)%		5	%
Total cost of revenue	$	45,720		$	48,761		$	(3,041	)		(6	)%
Total gross profit		21,759			14,785			6,974			47	%
Total gross profit margin		32	%		23	%

Cost of operating leases and solar energy systems incentives revenue increased by $16.3 million, or 102%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was primarily due to greater depreciation expense arising from the higher aggregate cost of solar energy systems placed in service under leases and power purchase agreements. Additionally, we incurred $3.7 million of increased period costs primarily related to customer contract cancellations and our dedicated operations and maintenance department. We also incurred $3.4 million of increased expenses due to the continuing amortization of intangible assets mainly related to the Silevo acquisition in September 2014.

Cost of solar energy systems and component sales decreased by $19.3 million, or 59%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This decrease was primarily due to lower sales of solar energy systems and components. In addition, the gross margin declined from a gross profit of 5% to a gross loss of 6% mainly due to non-recurring Zep Solar product sales in the three months ended March 31, 2014, which generally had higher gross margins than solar energy systems sales. This decline was partially offset by the increase in the percentage of residential sales in the three months ended March 31, 2015, which generally had higher gross margins than commercial and government sales.

Operating Expenses

	Three Months Ended March 31,				Change
(Dollars in thousands)	2015		2014		$		%
Sales and marketing	$	86,671	$	46,850	$	39,821		85	%
General and administrative		48,654		33,011		15,643		47	%
Research and development		12,120		1,923		10,197		530	%
Total operating expenses	$	147,445	$	81,784	$	65,661		80	%

Sales and marketing expense increased by $39.8 million, or 85%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was primarily due to more expansive sales and marketing efforts, which have resulted in increases in customer backlog as defined in our key operating metrics, the number of customers, system installations and system deployments. This initiative increased the average number of personnel in sales and marketing departments by 117% for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. As a result of this growth in headcount, employee compensation costs increased by $29.5 million, and facilities and operations costs increased by $5.9 million. In addition, promotional marketing costs increased by $5.3 million. We expect that our increased investment in sales and marketing efforts will continue to drive customer acquisitions and the future growth of our business.

General and administrative expense increased by $15.6 million, or 47%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was primarily due to the increase in the average number of personnel in general and administrative departments, which grew by 96% for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. As a result of this growth in headcount, employee compensation costs increased by $8.1 million, and facilities and operations costs increased by $4.3 million. In addition, professional services fees increased by $2.6 million for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014 primarily due to increased legal and tax services fees.

Research and development expense increased by $10.2 million, or 530%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was primarily due to the greater level of research and development activities undertaken by Zep Solar, which we acquired in December 2013, and Silevo, which we acquired in September 2014, and the corresponding increase in the average number of personnel in research and development departments, which grew by 185% for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. As a result of this growth in headcount, employee compensation costs increased by $9.0 million, and facilities and operations costs increased by $2.2 million.

Other Income and Expenses

	Three Months Ended March 31,				Change
(Dollars in thousands)	2015		2014		$		%
Interest expense, net	$	18,521	$	7,979	$	10,542		132	%
Other expense, net		2,104		25		2,079		8,316	%
Total interest and other expenses, net	$	20,625	$	8,004	$	12,621		158	%

Interest expense, net, increased by $10.5 million, or 132%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. This increase was primarily due to the $9.9 million increase in interest expense, net, related to our cash borrowings as a result of higher average carrying balances on our borrowings for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014.

Other expense, net, increased by $2.1 million, and substantially on a percent basis or 8,316%, for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014. The increase in other expense, net, was mainly due to $1.7 million charge related to the accretion of the contingent consideration payable related to the Silevo acquisition.

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

	Three Months Ended March 31,						Change
(Dollars in thousands)	2015			2014			$			%
Net loss attributable to noncontrolling interests and redeemable noncontrolling	$	(125,412	)	$	(51,155	)	$	(74,257	)		(145	)%

The net loss attributable to noncontrolling interests and redeemable noncontrolling interests represents the share of net loss that was allocated to the investors in the joint venture financing funds. This amount was determined as the change in the investors’ interests in the joint venture financing funds between the beginning and end of each reported period calculated primarily using the HLBV method, less any capital contributions net of any capital distributions. The calculation depends on the specific contractual liquidation provisions of each joint venture financing fund and is generally affected by, among other factors, the tax attributes allocated to the investors including tax bonus depreciation and investment tax credits or U.S. Treasury grants in lieu of the investment tax credits, the existence of guarantees of minimum returns to the investors by us, and the allocation of tax income or losses including provisions that govern the level of deficits that can be funded by the investors in a liquidation scenario. The calculation is also affected by the cost of the assets sold to the joint venture financing funds, which forms the book basis of the net assets allocated to the investors assuming a liquidation scenario. Generally, significant loss allocations to the investors have arisen in situations where there was a significant difference between the fair value and the cost of the assets sold to the joint venture financing funds in a particular period accompanied by the absence of guarantees of minimum returns to the investors by us, since the capital contributions by the investors were based on the fair value of the assets while the calculation is based on the cost of the assets. The existence of guarantees of minimum returns to the investors by us and limits on the level of deficits that the investors are contractually obligated to fund in a liquidation scenario reduce the amount of losses that could be allocated to the investors. In addition, the redeemable noncontrolling interests balance is at least equal to the redemption amount.

The net loss attributable to noncontrolling interests and redeemable noncontrolling interests for the three months ended March 31, 2015 was $125.4 million while the net loss attributable to noncontrolling interests and redeemable noncontrolling interests for the three months ended March 31, 2014 was $51.2 million. The net loss allocation to noncontrolling interests and redeemable noncontrolling interests for the three months ended March 31, 2015 was primarily due to the $121.8 million loss allocation from new financing funds into which we are selling or contributing assets. The net loss allocation to noncontrolling interests and redeemable noncontrolling interests for the three months ended March 31, 2014 was primarily due to $55.5 million loss allocation from financing funds into which we were selling or contributing assets, partially offset by a $2.1 million income allocation related to financing funds that were fully funded and that we were not selling or contributing additional assets.

Liquidity and Capital Resources

The following table summarizes our condensed consolidated cash flows:

	Three Months Ended March 31,
	2015			2014
	(in thousands)
Consolidated cash flow data:
Net cash used in operating activities	$	(171,282	)	$	(23,308	)
Net cash used in investing activities		(316,779	)		(192,574	)
Net cash provided by financing activities		430,361			158,353
Net decrease in cash and cash equivalents	$	(57,700	)	$	(57,529	)

We finance our operations, including the costs of acquisition and installation of solar energy systems, mainly through a variety of financing fund arrangements that we have formed with fund investors, credit facilities from banks, solar asset-backed notes, convertible notes, Solar Bonds and cash generated from our operations. As described below under “—Financing Activities— Debt and Financing Fund Commitments,” as of March 31, 2015, we had $825.7 million of available commitments from our fund investors that could be drawn based on the available capacity under our credit facilities through our asset monetization strategy and $363.6 million of unused borrowing capacity available under our debt agreements that could be drawn based on the available capacity under our credit facilities.

While we had a net loss for the three months ended March 31, 2015, we believe that the aggregate of our existing cash and cash equivalents and short-term investments of $575.8 million, in addition to the funds available under our debt agreements and the funds available in our existing financing funds that can be drawn-down through our asset monetization strategy, will be sufficient to meet our cash requirements for at least the next 12 months. However, if, in the future, we are unable to comply with all of the covenants contained in our debt agreements or we are unable to obtain waivers of any non-compliance, then we might be considered in default under our debt agreements. In that circumstance, the payments due under our debt agreements could be accelerated, which would

negatively impact our liquidity and capital resources. Under the terms of our Revolving Credit Facility, we are subject to the following financial covenants:

Interest Coverage Ratio : We are obligated to maintain an interest coverage ratio of 1.5-to-1 as of the end of each fiscal quarter. The interest coverage ratio is measured by dividing (a) an amount equal to the excess of (i) our trailing 12-month consolidated gross profit over (ii) 20% of our trailing 12-month consolidated general and administrative expenses by (b) our unconsolidated trailing 12-month cash interest charges.

Unencumbered Liquidity : We are obligated to maintain at least $50.0 million of unencumbered liquidity as of the end of each month. Unencumbered liquidity is defined as our average daily cash and cash equivalents, excluding certain of our subsidiaries.

Operating Activities

In the three months ended March 31, 2015, we utilized $171.3 million in net cash from operations. This cash outflow primarily resulted from a net loss of $146.9 million, reduced by non-cash items such as depreciation and amortization of $36.4 million, stock-based compensation of $18.4 million and non-cash interest and other expense of $3.8 million mainly related to financing obligations and deferred contingent consideration and increased by a reduction in financing obligations of $10.6 million. The cash outflow also increased in part due to an increase in inventories of $10.1 million, an increase of $47.6 million for MyPower deferred costs, an increase in prepaid expenses and other current assets of $7.7 million, an increase in other assets of $10.3 million and a decrease in accounts payable of $23.0 million. This cash outflow was offset by a decrease in restricted cash of $8.0 million, an increase in deferred revenue under our joint venture and lease pass-through structures of $5.3 million relating to upfront lease payments received from customers, solar energy system incentive rebate payments received from various state and local governments and deferred investment tax credits revenue and an increase in accrued and other liabilities of $15.9 million.

In the three months ended March 31, 2014, we utilized $23.3 million in net cash from operations. This cash outflow primarily resulted from a net loss of $75.2 million, reduced by non-cash items such as depreciation and amortization of $19.0 million, stock-based compensation of $12.8 million and non-cash interest and other expense of $1.4 million and increased by a reduction in lease pass-through financing obligation of $10.3 million. This cash outflow also increased in part due to a decrease in accounts payable of $22.7 million as we paid our suppliers, a decrease in accrued and other liabilities of $7.4 million, an increase in prepaid expenses and other current assets of $8.1 million. This cash outflow was offset by an increase in deferred revenue of $58.4 million relating to upfront lease payments received from customers and solar energy system incentive rebate payments received from various state and local governments and deferred investment tax credits revenue, a decrease in restricted cash of $12.8 million and a decrease in inventories of $5.2 million.

Investing Activities

Our investing activities consist primarily of the purchase of solar energy systems.

In the three months ended March 31, 2015, we used $316.8 million in investing activities. Of this amount, we used $295.0 million on the design, acquisition and installation of solar energy systems under operating leases with our customers and the design and installation of solar energy systems under MyPower contracts, and $30.5 million in the acquisition of vehicles, equipment, leasehold improvements and furniture. We also invested $44.6 million in short-term investments in highly rated corporate debt securities and asset-backed securities. These expenditures were offset by $53.3 million from sales and maturities of short-term investments.

In the three months ended March 31, 2014, we used $192.6 million in investing activities. Of this amount, we used $187.4 million on the design, acquisition and installation of solar energy systems under operating leases with our customers and $4.7 million in the acquisition of vehicles, office equipment, leasehold improvements and furniture and $0.5 million for the acquisition of the redeemable noncontrolling interest related to a single joint venture financing fund.

Financing Activities

In the three months ended March 31, 2015, we generated $430.4 million from financing activities. We received $178.1 million, net of lender fees, from long-term debt and repaid $0.8 million of long-term debt. We received $96.2 million from the issuance of solar bonds. We repaid $5.8 million of the solar asset-backed notes. We received $6.4 million from fund investors in our financing funds and paid $4.9 million to fund investors in our financing funds. We also generated $176.3 million from proceeds from investments by various fund investors in our joint ventures and paid distributions to fund investors of $16.9 million.

In the three months ended March 31, 2014, we generated $158.4 million from financing activities. We received $100.5 million, net of lender fees, from long-term debt and repaid $51.0 million of long-term debt. We also repaid $0.4 million of our capital lease

obligation. We received $0.2 million from U.S. Treasury Department grants associated with solar energy systems that we had leased to customers. We received $7.7 million from fund investors in our lease pass-through financing funds and paid $6.4 million to fund investors in our lease pass-through financing funds. We also generated $113.4 million from proceeds from investments by various fund investors in our joint ventures and paid distributions to fund investors of $9.3 million. Additionally, we received $5.1 million from the issuance of common stock upon the exercise of stock options for cash.

Debt and Financing Fund Commitments

	Unpaid						Unused
	Principal		Carrying Value, Net of Fees				Borrowing
	Balance		Current		Long-Term		Capacity		Interest Rate			Maturity Dates
Recourse debt:
Revolving credit facility	$	175,000	$	—	$	172,321	$	5,664	3.4%			December 2016
Vehicle loans		8,973		2,552		6,421		—	1.9%-7.5%			April 2015 - June 2019
2.75% Convertible senior notes due in 2018		230,000		—		230,000		—	2.8%			November 2018
1.625% Convertible senior notes due in 2019		566,000		—		566,000		—	1.6%			November 2019
Solar Bonds		9,714		1,658		7,982		—	1.6%-5.8%			October 2015 - March 2030
Solar Bonds issued to related parties		90,530		90,330		200		—	2.0%-4.0%			October 2015 - October 2021
Total recourse debt		1,080,217		94,540		982,924		5,664
Non-recourse debt:
Term loan assumed from Silevo acquisition		9,160		9,160		—		—	7.8%			June 2015
Term loan due in September 2015		79,000		—		76,968		—		3.7	%	September 2015
Term loan due in May 2016		34,622		—		32,753		90,378	3.2%			May 2016
Term loan due in December 2016		182,416		—		179,275		67,584	3.4%-3.5%			December 2016
MyPower revolving credit facility		—		—		—		200,000				January 2017
Solar Asset-backed Notes, Series 2013-1		48,839		3,332		45,507		—	4.8%			November 2038
Solar Asset-backed Notes, Series 2014-1		67,067		2,823		64,244		—	4.6%			April 2044
Solar Asset-backed Notes, Series 2014-2		196,250		6,355		189,895		—	4.0%-Class A 5.4%-Class B			July 2044
Total non-recourse debt		617,354		21,670		588,642		357,962
Total debt	$	1,697,571	$	116,210	$	1,571,566	$	363,626

Recourse Debt Facilities:

Revolving Credit Facility

In September 2012, we entered into a revolving credit agreement with a syndicate of banks to obtain funding for working capital, letters of credit and funding for general corporate needs. The committed amount under the revolving credit facility was increased from $75.0 million to $200.0 million in 2013. The committed amount includes $15.1 million that have been assigned to letters of credit. Borrowed funds bear interest, at our option, at an annual rate of (a) 3.25% plus LIBOR or (b) 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The fee for undrawn commitments is 0.375% per annum. The revolving credit facility is secured by certain of our machinery and equipment, accounts receivable, inventory and other assets. In each of June, July, September, October and December 2014, the revolving credit facility was amended to increase certain debt covenant thresholds, including those related to permitted investment amounts and capital expenditures by us, to make certain changes in connection with our acquisition of Silevo and to make certain changes in connection with the issuance and payment of certain loans and debt, among other things. We were in compliance with all financial covenants as of March 31, 2015.

Vehicle Loans

We have entered into various vehicle loan agreements with various financial institutions. The vehicle loans are secured by the vehicles financed. We were in compliance with all financial covenants as of March 31, 2015.

2.75% Convertible Senior Notes Due in 2018

In October 2013, we issued $230.0 million in aggregate principal of 2.75% convertible senior notes due on November 1, 2018 through a public offering. The net proceeds from the offering, after deducting transaction costs, were $222.5 million. The debt issuance costs were recorded in other assets and are being amortized to interest expense over the contractual term of the convertible senior notes.

Each $1,000 of principal of the convertible senior notes is initially convertible into 16.2165 shares of our common stock, which is equivalent to an initial conversion price of $61.67 per share, subject to adjustment upon the occurrence of specified events set forth in the applicable indenture. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time up to and including the second scheduled trading day prior to maturity. If certain events that would constitute a make-whole fundamental change under the applicable indenture occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such an event in certain circumstances. The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. We were in compliance with all financial covenants as of March 31, 2015.

1.625% Convertible Senior Notes Due in 2019

In September 2014, we issued $500.0 million in aggregate principal of 1.625% convertible senior notes due on November 1, 2019 through a private placement. The net amount from the issuance, after deducting transaction costs, was $488.3 million. In October 2014, we issued an additional $66.0 million in aggregate principal of the 1.625% convertible senior notes, pursuant to the exercise of an option by the initial purchasers. The net amount from the additional issuance, after deducting transaction costs, was $64.5 million. The debt issuance costs were recorded in other assets and are being amortized to interest expense over the contractual term of the convertible senior notes.

Each $1,000 of principal of the convertible senior notes is initially convertible into 11.972 shares of our common stock, which is equivalent to an initial conversion price of $83.53 per share, subject to adjustment upon the occurrence of specified events set forth in the applicable indenture. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time up to and including the second scheduled trading day prior to maturity. If certain events that would constitute a make-whole fundamental change under the applicable indenture occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such an event in certain circumstances. The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. We were in compliance with all financial covenants as of March 31, 2015.

In connection with the issuance of the convertible senior notes in September 2014, we paid $57.6 million to enter into capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of the convertible senior notes. In connection with the additional issuance of the convertible senior notes in October 2014, we paid $7.6 million to enter into additional capped call option agreements. The capped call option agreements have a cap price of $126.08 and an initial strike price of $83.53, which is equal to the initial conversion price of the convertible senior notes. The capped call options expire on various dates ranging from September 4, 2019 to October 29, 2019. The capped call option agreements are separate transactions, are not a part of the terms of the convertible senior notes and do not affect the rights of the convertible senior note holders. The capped call option agreements met the criteria for equity classification and were recorded as reductions to additional paid-in capital. The capped call option agreements are excluded from the calculation of diluted net income (loss) per share attributable to common stockholders as their effect is antidilutive.

Solar Bonds

In October 2014, we commenced issuing Solar Bonds, which are senior unsecured obligations that are structurally subordinate to the indebtedness and other liabilities of our subsidiaries. Solar Bonds have been issued under multiple series that have various fixed terms and interest rates. We intend to continue to issue Solar Bonds from time to time depending on market conditions. In March 2015, Space Exploration Technologies Corporation, or SpaceX, purchased $90.0 million in aggregate principal amount of 2.00% Solar Bonds due in March 2016. SpaceX is considered a related party and participated in one of our bond offerings that we had in the market. We were in compliance with all debt covenants as of March 31, 2015.

Non-Recourse Debt Facilities:

Term Loan Assumed From Silevo Acquisition

Through the Silevo acquisition, we assumed a pre-existing term loan with an outstanding principal balance of $9.1 million. The term loan bears interest at a fixed rate of 7.8% per annum and is denominated in the Chinese Yuan. The term loan is a liability of a subsidiary of Silevo only and is non-recourse to us and our other subsidiaries. We were in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in September 2015

In March 2015, one of our subsidiaries entered into an agreement with a bank for a term loan of $79.0 million. The term loan bears interest, at our option, at an annual rate of (a) 3.50% plus LIBOR or (b) 3.50% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by certain assets and cash flows of certain of our subsidiaries and is non-recourse to our other assets or cash flows. On May 4, 2015, we fully paid-off the term loan with a portion of the proceeds from the solar asset-backed revolving credit facility (see below). We were in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in May 2016

On May 23, 2014, one of our subsidiaries entered into an agreement with a syndicate of banks for a term loan of $125.0 million. The term loan bears interest at an annual rate of 3.00% to 4.00%, depending on the cumulative period the term loan has been outstanding, plus LIBOR or, at our option, plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by certain assets and cash flows of the subsidiary and is non-recourse to our other assets or cash flows. We were in compliance with all financial covenants as of March 31, 2015.

Term Loan Due in December 2016

On February 4, 2014, one of our subsidiaries entered into an agreement with a syndicate of banks for a term loan of $100.0 million. On February 20, 2014, the agreement was amended to increase the maximum term loan availability to $220.0 million. On March 20, 2014, the agreement was further amended to increase the maximum term loan availability to $250.0 million. The term loan bears interest at an annual rate of LIBOR plus 3.25% or, at our option, 3.25% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by the assets and cash flows of the subsidiary and is non-recourse to our other assets. We were in compliance with all financial covenants as of March 31, 2015.

MyPower Revolving Credit Facility

On January 9, 2015, one of our subsidiaries entered into a $200.0 million revolving credit agreement with a syndicate of banks to obtain funding for the MyPower customer loan program. The MyPower revolving credit facility provides up to $160.0 million of Class A notes and up to $40.0 million of Class B notes. The Class A notes bear interest at an annual rate of 2.50% plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bear interest at an annual rate of 5.00% plus LIBOR. The fee for undrawn commitments is 0.50% per annum. The MyPower revolving credit facility is secured by the payments owed to us or our subsidiaries under the MyPower customer loan program and is non-recourse to our other assets. We were in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, Series 2013-1

We have structured and entered into various solar asset-backed note securitization transactions pursuant to our financial strategy of monetizing solar assets at the lowest cost of capital.

In November 2013, we pooled and transferred qualifying solar energy systems and the associated customer contracts into a special purpose entity, or SPE, and issued $54.4 million in aggregate principal of Solar Asset-backed Notes, Series 2013-1, backed by these solar assets to certain investors. The SPE is wholly owned by us and is consolidated in our financial statements. Accordingly, we did not recognize a gain or loss on the transfer of these solar assets. As of March 31, 2015, these solar assets had a carrying value of $142.5 million and are included under solar energy systems, leased and to be leased — net, in our condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.05%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to one of our wholly owned subsidiaries. We recognize revenue earned from the associated customer contracts in accordance with our revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to our other creditors, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no

recourse to our other assets. We contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. We were in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, 2014-1

In April 2014, we pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $70.2 million in aggregate principal of Solar Asset-backed Notes, Series 2014-1, backed by these solar assets to certain investors. The SPE is wholly owned by us and is consolidated in our financial statements. Accordingly, we did not recognize a gain or loss on the transfer of these solar assets. As of March 31, 2015, these solar assets had a carrying value of $133.2 million and are included under solar energy systems, leased and to be leased — net, in our condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to one of our wholly owned subsidiaries. We recognize revenue earned from the associated customer contracts in accordance with our revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to our other creditors, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to our other assets. We contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. We were in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Notes, Series 2014-2

In July 2014, we pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $160.0 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class A, and $41.5 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class B, to certain investors. The SPE is wholly owned by us and is consolidated in our financial statements. Accordingly, we did not recognize a gain or loss on the transfer of these solar assets. As of March 31, 2014, these solar assets had a carrying value of $283.1 million and are included under solar energy systems, leased and to be leased — net, in our condensed consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. These solar assets and the associated customer contracts are leased to an investor under a lease pass-through fund arrangement that we have accounted for as a borrowing. The rent paid by the investor under the lease pass-through fund arrangement is used (and, following the expiration of the lease pass-through fund arrangement, the cash generated by these solar assets will be used) to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to one of our wholly owned subsidiaries. We recognize revenue earned from the associated customer contracts in accordance with our revenue recognition policy. The assets and cash flows generated by these solar assets are not available to our other creditors, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to our other assets. We contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. We were in compliance with all financial covenants as of March 31, 2015.

Solar Asset-backed Revolving Credit Facility

On May 4, 2015, one of our subsidiaries entered into an agreement with a syndicate of banks for a revolving credit facility with a total committed amount of $500.0 million. On the same date, the subsidiary drew $113.1 million under the revolving credit facility and used a portion of the proceeds to fully pay-off the term loan due in September 2015. The revolving credit facility bears interest at an annual rate of 2.75% plus, at our option, LIBOR, the commercial paper rate or the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The revolving credit facility is secured by our interests in certain financing funds and is non-recourse to our other assets.

Financing Fund Commitments

We have financing fund commitments from several fund investors that we can draw upon in the future upon the achievement of specific funding criteria. As of March 31, 2015, we had entered into 44 financing funds that had a total of $825.7 million of undrawn committed capital. From our significant customer backlog, we allocate to our financing funds leases, power purchase agreements and the related economic benefits associated with the solar energy systems, in accordance with the criteria of each fund. Upon such allocation and upon our satisfaction of the conditions precedent to drawing upon such commitments, we are able to draw down on the financing fund commitments. Once received, these proceeds provide working capital to deliver solar energy systems to our customers and form part of our general working capital .

Off-Balance Sheet Arrangements

We include in our condensed consolidated financial statements all assets and liabilities and results of operations of financing fund arrangements that we have entered into. We have not entered into any other transactions that have generated relationships with

unconsolidated entities or financial partnerships or special purpose entities. Accordingly, we do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies and Procedures , to our condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks as part of our ongoing business operations. Our primary exposures include changes in interest rates because certain borrowings bear interest at floating rates based on LIBOR plus a specified margin. Historically, we have managed our interest rate risk by balancing our amount of fixed-rate and floating-rate debt. For fixed-rate debt, interest rate changes do not affect our earnings or cash flows. Conversely, for floating-rate debt, interest rate changes generally impact our earnings and cash flows, assuming other factors are held constant. Pursuant to our risk management policies, we may also make use of derivative instruments to manage our short-term exposures to fluctuations in interest rates. We do not enter into any derivative instrument transactions for trading or speculative purposes. In addition, we have entered into capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of our convertible senior notes.

Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and other operating expenses and reducing our funds available for capital investments, operations or other purposes. In addition, we must use a substantial portion of our cash inflows to service our borrowings, which may affect our ability to make future acquisitions or capital expenditures. A hypothetical 10% change in our interest rates would have increased our interest expense for the three months ended March 31, 2015 and 2014 by $0.3 million and $0.2 million, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2015, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In June 2014, the Company along with Sunrun, Inc., or Sunrun, filed a lawsuit in the Superior Court of Arizona against the Arizona Department of Revenue, or DOR, challenging DOR’s interpretation of Arizona state law to impose property taxes on solar energy systems that are leased by customers. Discovery has commenced, the Company and Sunrun filed a motion for summary judgment with the Superior Court and the DOR responded by filing its own motion. The Superior Court held a hearing on the motions on April 29, 2015 but has not yet issued a ruling. The Company intends to pursue its claims vigorously.

On March 2, 2015, the Company filed a lawsuit in the United States District Court for the District of Arizona against the Salt River Project Agricultural Improvement and Power District, or SRP, alleging that SRP’s imposition of distribution charges and demand charges on new solar energy customers in its territory violates state and federal antitrust laws. Discovery has commenced, and the Company intends to pursue its claims vigorously.

From time to time, claims have been asserted, and may in the future be asserted, including claims from regulatory authorities related to labor practices and other matters. Such assertions arise in the normal course of the Company’s operations. The resolution of any such assertions or claims cannot be predicted with certainty. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the Company’s results of operations, prospects, cash flows, financial position and brand.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below, together with the other information contained in this quarterly report on Form 10-Q, including our consolidated financial statements and related notes, before investing in our common stock. The risks described below are not the only risks facing our company. Any of the following risks and additional risks and uncertainties not

currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results or operations. In such case, you may lose all or part of your original investment.

Risks Related to our Operations

Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our solar energy systems.

Federal, state and local government regulations and policies concerning the electric utility industry, utility rate structures, interconnection procedures, internal policies and regulations promulgated by electric utilities, heavily influence the market for electricity generation products and services. These regulations and policies often relate to electricity pricing and the interconnection of customer-owned electricity generation. In the United States, governments and utilities continuously modify these regulations and policies. These regulations and policies could deter potential customers from purchasing renewable energy, including solar energy systems. This could result in a significant reduction in demand for our solar energy systems. For example, utilities commonly charge fees to large, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could increase our customers’ cost to use our systems and make our product offerings less desirable, thereby harming our business, prospects, financial condition and results of operations. In addition, depending on the region, electricity generated by solar energy systems competes most effectively with higher priced peak-hour electricity from the electric grid, rather than the lower average price of electricity. Modifications to the utilities’ peak-hour pricing policies or rate design, such as a flat rate, would require us to lower the price of our solar energy systems to compete with the price of electricity from the electric grid.

Future changes to government or internal utility regulations and policies that favor electric utilities could also reduce our competitiveness and cause a significant reduction in demand for our products and services. For example, certain jurisdictions have proposed assessing fees on customers purchasing energy from solar energy systems or imposing a new charge that would disproportionately impact solar energy system customers who utilize net metering. In particular, the Salt River Project in Arizona has imposed anticompetitive penalties on new solar customers in an attempt to exclude rooftop solar, and in response in March 2015 we filed a lawsuit in federal court in Arizona, asking the court to stop SRP’s anti-competitive behavior. In the event that any such fees or charges are imposed, our ability to attract new customers and compete with the price of electricity generated by local utilities in these jurisdictions may be limited, and such unaccounted for increases in the fees or charges applicable to existing customer agreements may increase the cost of energy to those customers and result in an increased rate of defaults under our customer agreements. Any of these results could reduce demand for our solar energy systems, harm our business, prospects, financial condition and results of operations.

We rely on net metering and related policies to offer competitive pricing to our customers in some of our key markets.

Forty-four states, Washington, D.C. and Puerto Rico have a regulatory policy known as net energy metering, or net metering. Each of the states where we currently serve customers has adopted a net metering policy except for Texas, where certain individual utilities have adopted net metering or a policy similar to net metering. Net metering typically allows our customers to interconnect their on-site solar energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for energy generated by their solar energy system that is exported to the grid in excess of the electric load used by the customers. At the end of the billing period, the customer simply pays for the net energy used or receives a credit at the retail rate if more energy is produced than consumed. Utilities operating in states without a net metering policy may receive solar electricity that is exported to the grid when there is no simultaneous energy demand by the customer without providing retail compensation to the customer for this generation.

Our ability to sell solar energy systems and the electricity they generate may be adversely impacted by the failure to expand existing limits on the amount of net metering in states that have implemented it, the failure to adopt a net metering policy where it currently is not in place, the imposition of new charges that only or disproportionately impact customers that utilize net metering or reductions in the amount or value of credit that customers receive through net metering. Our ability to sell solar energy systems and the electricity they generate may also be adversely impacted by the unavailability of expedited or simplified interconnection for grid-tied solar energy systems or any limitation on the number of customer interconnections or amount of solar energy that utilities are required to allow in their service territory or some part of the grid. For example, utilities in some states, such as Hawaiian Electric Company, have proposed imposing additional monthly charges on customers who interconnect solar energy systems installed on their homes. If such charges are imposed, the cost savings associated with switching to solar energy may be significantly reduced and our ability to attract future customers and compete with traditional utility providers could be impacted.

Limits on net metering, interconnection of solar energy systems and other operational policies in key markets could limit the number of solar energy systems installed in those markets. For example, California utilities limit net metering credit to 5% of the utilities’ aggregate customer peak demand. California has adopted legislation to establish a process and timeline for developing a new net metering successor program for its largest utilities with no cap on participation. In addition to California, New York through the

Reimagining the Energy Vision docket at the state Public Service Commission is also considering a net metering successor program. If the caps on net metering in California, New York and other jurisdictions are reached or if the amount or value of credit that customers receive for net metering is significantly reduced, future customers will be unable to recognize the current cost savings associated with net metering. We rely substantially on net metering when we establish competitive pricing for our prospective customers and the absence of net metering for new customers could greatly limit demand for our solar energy systems.

Regulatory limitations associated with technical considerations may significantly limit our ability to sell electricity from our solar energy systems in certain markets.

Regulatory limits associated with technical considerations may curb our growth in certain key markets. For example, the Federal Energy Regulatory Commission has promulgated small generator interconnection procedures that recommend limiting customer-sited intermittent generation resources, such as our solar energy systems, to a certain percentage of peak load on a given electrical feeder circuit. Similar limits have been adopted by various states and could constrain our ability to market to customers in certain geographic areas where the concentration of solar installations exceeds the limit. For example, Hawaiian electric utilities have adopted certain policies that limit distributed electricity generation in certain geographic areas. While these limits have constrained our growth in certain parts of Hawaii, policy developments in Hawaii generally have allowed distributed electricity generation penetration despite the electric utility-imposed limitations. Furthermore, in certain areas, we benefit from policies that allow for expedited or simplified procedures related to connecting solar energy systems to the power grid. If such procedures are changed or cease to be available, our ability to sell the electricity generated by solar energy systems we install may be adversely impacted. As adoption of solar distributed generation increases, along with the operation of large-scale solar generation in key markets such as California, the amount of solar energy being fed into the power grid will surpass the amount planned for relative to the amount of aggregate demand. Some utilities claim that within several years, solar generation resources may reach a level capable of causing an over-generation situation that could require some solar generation resources to be curtailed to maintain operation of the grid. The adverse effects of such curtailment without compensation could adversely impact our business, results of operations and future growth.

Our business currently depends on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits and incentives would adversely impact our business.

U.S. federal, state and local government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments, payments for renewable energy credits associated with renewable energy generation and the exclusion of solar energy systems from property tax assessments. We rely on these governmental rebates, tax credits and other financial incentives to lower our cost of capital and to encourage fund investors to invest in our funds. These incentives enable us to lower the price we charge customers for energy and for our solar energy systems. However, these incentives may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates increase. These reductions or terminations often occur without warning.

The federal government currently offers a 30% investment tax credit under Section 48(a)(3) and Section 25D of the Internal Revenue Code, or the Federal ITC, for the installation of certain solar power facilities until December 31, 2016. The credit under Section 48(a)(3) is due to adjust to 10% in 2017 for commercial installations and residential systems owned by corporate third parties, and to be completely eliminated for residential installations owned by the homeowner pursuant to Section 25D, which is the major end market we serve. Solar energy systems that began construction prior to the end of 2011 were eligible to receive a 30% federal cash grant paid by the U.S. Treasury Department under Section 1603 of the American Recovery and Reinvestment Act of 2009, or the U.S. Treasury grant, in lieu of the Federal ITC. Pursuant to the Budget Control Act of 2011, U.S. Treasury grants are subject to sequestration beginning in 2013. Specifically, U.S. Treasury grants made on or after October 1, 2013 through September 30, 2015 will be reduced by approximately 7.2%, regardless of when the U.S. Treasury received the application. As a result, for all applications pending or submitted prior to March 31, 2015, we expect to suffer grant shortfalls of approximately $1.3 million associated with our financing funds. Applicable authorities may adjust or decrease incentives from time to time or include provisions for minimum domestic content requirements or other requirements to qualify for these incentives.

Reductions in, eliminations of, or expirations of, governmental incentives could adversely impact our results of operations and ability to compete in our industry by increasing our cost of capital, causing us to increase the prices of our energy and solar energy systems and reducing the size of our addressable market. In addition, this would adversely impact our ability to attract investment partners and to form new financing funds and our ability to offer attractive financing to prospective customers. For the quarter ended March 31, 2015, approximately 98% of new customers chose to enter into financed lease, power purchase agreements or customer loans rather than buying a solar energy system for cash.

Our business depends in part on the regulatory treatment of third-party owned solar energy systems.

Our leases and power purchase agreements are third-party ownership arrangements. Sales of electricity by third parties face regulatory challenges in some states and jurisdictions. Other challenges pertain to whether third-party owned systems qualify for the same levels of rebates or other non-tax incentives available for customer-owned solar energy systems, whether third-party owned systems are eligible at all for these incentives and whether third-party owned systems are eligible for net metering and the associated significant cost savings. In some states and utility territories, third parties that own solar energy systems are limited in the way that they may deliver solar energy to their customers. In jurisdictions such as Arizona, Florida, Georgia, Iowa, Kentucky, North Carolina, Oklahoma and the Los Angeles Department of Water and Power service territory, laws have been interpreted to prohibit the sale of electricity pursuant to our standard power purchase agreement. This has led us and other solar energy system providers that utilize third-party ownership arrangements to offer leases rather than power purchase agreements in such jurisdictions. Imposition of such limitations in additional jurisdictions or reductions in, or eliminations of, incentives for third-party owned systems could reduce demand for our systems, adversely impact our access to capital and cause us to increase the price we charge our customers for energy.

The Office of the Inspector General of the U.S. Department of Treasury has issued subpoenas to a number of significant participants in the solar energy installation industry, including us. The subpoena we received requires us to deliver certain documents in our possession relating to our participation in the U.S. Treasury grant program. These documents are being delivered to the Office of the Inspector General of the U.S. Department of Treasury, which is investigating the administration and implementation of the U.S. Treasury grant program.

In July 2012, we and other companies that are significant participants in both the solar industry and the cash grant program under Section 1603 of the American Recovery and Reinvestment Act of 2009 received subpoenas from the U.S. Department of Treasury’s Office of the Inspector General to deliver certain documents in our respective possession. In particular, our subpoena requested, among other things, documents dated, created, revised or referred to since January 1, 2007 that relate to our applications for U.S. Treasury grants or communications with certain other solar companies or certain firms that appraise solar energy property for U.S. Treasury grant application purposes. The Inspector General is working with the Civil Division of the U.S. Department of Justice to investigate the administration and implementation of the U.S. Treasury grant program, including possible misrepresentations concerning the fair market value of the solar power systems submitted for grant under that program made in grant applications by solar companies, including us. We intend to cooperate fully with the Inspector General and the Department of Justice and continue to produce documents and testimony as requested by the Inspector General. We anticipate that the Inspector General will require at least another six to nine months to conclude its review. If, at the conclusion of the investigation, the Inspector General concludes that misrepresentations were made, the Department of Justice could bring a civil action to recover amounts it believes were improperly paid to us. If the Department of Justice were successful in asserting such an action, we could then be required to pay damages and penalties for any funds received based on such misrepresentations (which, in turn, could require us to make indemnity payments to certain of our fund investors). Such consequences could have a material adverse effect on our business, liquidity, financial condition and prospects. Additionally, the period of time necessary to resolve the investigation is uncertain and this matter could require significant management and financial resources that could otherwise be devoted to the operation of our business.

If the Internal Revenue Service or the U.S. Treasury Department makes additional determinations that the fair market value of our solar energy systems is materially lower than what we have claimed, we may have to pay significant amounts to our financing funds or to our fund investors and such determinations could have a material adverse effect on our business, financial condition and prospects.

We and our fund investors claim the Federal ITC or the U.S. Treasury grant in amounts based on the fair market value of our solar energy systems. We have obtained independent appraisals to support the fair market values we report for claiming Federal ITCs and U.S. Treasury grants. The Internal Revenue Service and the U.S. Treasury Department review these fair market values. With respect to U.S. Treasury grants, the U.S. Treasury Department reviews the reported fair market value in determining the amount initially awarded. The Internal Revenue Service and the U.S. Treasury Department may subsequently audit the fair market value and determine that amounts previously awarded must be repaid to the U.S. Treasury Department or that excess awards constitute taxable income for U.S. federal income tax purposes. A small number of our financing funds are undergoing such audits. With respect to Federal ITCs, the Internal Revenue Service may review the fair market value on audit and determine that the tax credits previously claimed must be reduced. If the fair market value is determined to be less than we reported, we may owe our financing fund or fund investors an amount equal to this difference, plus any costs and expenses associated with a challenge to that valuation. We could also be subject to tax liabilities, including interest and penalties.

The U.S. Treasury Department has previously determined to award U.S. Treasury grants for some of our solar energy systems at a materially lower value than we had established in our appraisals. As a result, we have been required to pay our fund investors a true-up payment or contribute additional assets to the associated financing funds. It is possible that the U.S. Treasury Department will make similar determinations in the future. In response to such shortfalls, two of our financing funds filed a lawsuit in the United States Court of Federal Claims to recover the difference between the U.S. Treasury grants they sought and the amounts the U.S. Treasury

paid; to the extent that these lawsuits are successful, any recovery would be used to repay us for amounts we previously reimbursed those funds. Our fund investors have contributed to our financing funds at the amounts the U.S. Treasury Department most recently awarded on similarly situated energy systems in order to reduce or eliminate the need for us to subsequently pay those fund investors true-up payments or contribute additional assets to the associated financing funds.

The Internal Revenue Service or the U.S. Treasury Department may object to the fair market value of solar energy systems that we have constructed, or will construct, including any systems for which grants have already been paid, as a result of:

●	any pending or future audit,

●	the outcome of the Department of Treasury Inspector General investigation, or

●	changes in guidelines or otherwise.

If the Internal Revenue Service or the U.S. Treasury Department were to object to amounts we have claimed as too high of a fair market value on such systems, it could have a material adverse effect on our business, financial condition and prospects. For example, a hypothetical 5% downward adjustment in the fair market value in the approximately $501.1 million of U.S. Department of Treasury grant applications that have been awarded from the beginning of the U.S. Treasury grant program through March 31, 2015 would obligate us to repay approximately $25.1 million to our fund investors.

We have historically benefited from the declining cost of solar panels, and our business and financial results may be harmed as a result of increases in the cost of solar panels or tariffs on imported solar panels imposed by the U.S. government.

The declining cost of solar panels and the raw materials necessary to manufacture them has been a key driver in the pricing of our solar energy systems and customer adoption of this form of renewable energy. With the stabilization or increase of solar panel and raw materials prices, our growth could slow, and our financial results could suffer. Further, the cost of solar panels and raw materials could increase in the future due to tariff penalties or other factors.

The U.S. government has imposed tariffs on solar cells manufactured in China. Based on determinations by the U.S. government under the 2012 solar trade case, the anti-dumping and countervailing tariff rates range from approximately 33%-255%. Such anti-dumping and countervailing tariffs are subject to annual review and may be increased or decreased. Under the most recent preliminary annual review, the tariff rates under the 2012 trade case covering solar cells manufactured in China have been decreased. These tariffs have increased the price of solar panels containing Chinese-manufactured solar cells. In the past, we purchased a significant portion of the solar panels used in our solar energy systems from manufacturers based in China. Currently, many of the solar panels we purchase contain components from China or Taiwan. The purchase price of solar panels containing solar cells manufactured in China reflects these tariff penalties. While solar panels containing solar cells manufactured outside of China are not subject to these tariffs, the prices of these solar panels are, and may continue to be, more expensive than panels produced using Chinese solar cells, before giving effect to the tariff penalties.

In addition, the U.S. government is conducting trade investigations relating to solar modules manufactured in China (with cells from other countries) and cells manufactured in Taiwan. In early January 2015, the U.S. government announced its affirmative final determinations in both the countervailing duty and anti-dumping cases against China and in the anti-dumping case again Taiwan. The new preliminary tariffs do not apply to modules with Chinese solar cells. Those modules are still covered by the existing tariffs from the first 2012 trade case.

If additional tariffs are imposed or other negotiated outcomes occur, our ability to purchase these products on competitive terms or to access specialized technologies from those countries could be limited. Any of those events could harm our financial results by requiring us to account for the cost of trade penalties or to purchase solar panels or other system components from alternative, higher-priced sources.

On September 23, 2014, we acquired Silevo, Inc., a solar panel technology and manufacturing company. Though we believe that panels manufactured by our company are exempt from these tariffs, as proposed, we expect to continue to rely on solar panels produced by our other existing suppliers for the near future. In addition, it is possible that system components purchased from other foreign suppliers could be the subject of these or future trade cases.

Our ability to provide solar energy systems to new customers on an economically viable basis depends on our ability to finance these systems with fund investors who require particular tax and other benefits.

Our solar energy systems have been eligible for Federal ITCs or U.S. Treasury grants, as well as depreciation benefits. We have relied on, and will continue to rely on, financing structures that monetize a substantial portion of those benefits and provide financing for our solar energy systems. With the lapse of the U.S. Treasury grant program, our reliance on these tax-advantaged financing

structures has substantially increased. If, for any reason, we were unable to continue to monetize those benefits through these arrangements, we may be unable to provide and maintain solar energy systems for new customers on an economically viable basis.

The availability of this tax-advantaged financing depends upon many factors, including:

·	our ability to compete with other renewable energy companies for the limited number of potential fund investors, each of which has limited funds and limited appetite for the tax benefits associated with these financings;

·	the state of financial and credit markets;

·	changes in the legal or tax risks associated with these financings; and

·	non-renewal of these incentives or decreases in the associated benefits.

Under current law, the Federal ITC will be reduced from approximately 30% of the cost of the solar energy systems to approximately 10% for solar energy systems placed in service after December 31, 2016. In addition, U.S. Treasury grants are no longer available for new solar energy systems. Moreover, potential fund investors must remain satisfied that the structures we offer make the tax benefits associated with solar energy systems available to these investors, which depends both on the investors’ assessment of the tax law and the absence of any unfavorable interpretations of that law. Changes in existing law and interpretations by the Internal Revenue Service and the courts could reduce the willingness of fund investors to invest in funds associated with these solar energy system investments. We cannot assure you that this type of financing will be available to us. If, for any reason, we are unable to finance solar energy systems through tax-advantaged structures or if we are unable to realize or monetize depreciation benefits, we may no longer be able to provide solar energy systems to new customers on an economically viable basis. This would have a material adverse effect on our business, financial condition and results of operations.

We need to enter into additional substantial financing arrangements to facilitate our customers’ access to our solar energy systems, and if this financing is not available to us on acceptable terms, if and when needed, our ability to grow our business would be materially adversely impacted.

Our future success depends on our ability to raise capital from third-party fund investors to help finance the deployment of our residential and commercial solar energy systems. In particular, our strategy is to reduce the cost of capital through these arrangements to improve our margins, offset future reductions in government incentives and maintain the price competitiveness of our solar energy systems. If we are unable to establish new financing funds when needed, or on desirable terms, to enable our customers’ access to our solar energy systems with little or no upfront cost, we may be unable to finance installation of our customers’ systems, or our cost of capital could increase, either of which would have a material adverse effect on our business, financial condition and results of operations. To date, we have raised capital sufficient to finance installation of our customers’ solar energy systems from a number of financial institutions and other large companies. Our ability to draw on financing commitments is subject to the conditions of the agreements underlying our financing funds. If we do not satisfy such conditions due to events related to our business or a specific financing fund, developments in our industry (including related to the Department of Treasury Inspector General investigation) or otherwise, and as a result we are unable to draw on existing commitments, it could have a material adverse effect on our business, liquidity, financial condition and prospects. If any of the financial institutions or large companies that currently invest in our financing funds decide not to invest in future financing funds to finance our solar energy systems due to general market conditions, concerns about our business or prospects, the pendency of the Department of Treasury Inspector General investigation or any other reason, or materially change the terms under which they are willing to provide future financing, we will need to identify new financial institutions and companies to invest in our financing funds and negotiate new financing terms.

In the past, challenges raising new funds have caused us to delay deployment of a substantial number of solar energy systems for which we had already signed leases or power purchase agreements with customers. For example, in late 2008 and early 2009, as a result of the state of the capital markets, our ability to finance the installation of solar energy systems was limited and resulted in a significant backlog of signed sales orders for solar energy systems. Our future ability to obtain additional financing depends on the continued confidence of banks and other financing sources in our business model and the renewable energy industry as a whole. It could also be impacted by the liquidity needs of such financing sources. In addition, attracting future financing could be more difficult or costly to secure if the quality of our customer contracts, as perceived by our fund investors, were to decrease as a result of an increase in customer default rates, lower credit rating requirements for new customers or other factors. Solar energy has yet to achieve broad market acceptance and depends on continued support in the form of performance-based incentives, rebates, tax credits and other incentives from federal, state, local and foreign governments. If this support diminishes, our ability to obtain external financing, on acceptable terms or otherwise could be materially adversely affected. In addition, we face competition for these third-party investor funds. If we are unable to continue to offer a competitive investment profile, we may lose access to these funds or they may only be available on less favorable terms than are available to our competitors. Our current financing sources may be inadequate to support the anticipated growth in our business plans. Our inability to secure financing could lead to cancellations and could impair our ability to accept new projects and customers. In addition, our borrowing costs could increase, which would have a material adverse effect on our business, financial condition and results of operations.

A material drop in the retail price of utility-generated electricity or electricity from other sources would harm our business, financial condition and results of operations.

We believe that a customer’s decision to buy renewable energy from us is primarily driven by their desire to pay less for electricity. The customer’s decision may also be affected by the cost of other renewable energy sources. Decreases in the retail prices of electricity from the utilities or other renewable energy sources would harm our ability to offer competitive pricing and could harm our business. The price of electricity from utilities could decrease as a result of:

·	the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies;

·	the construction of additional electric transmission and distribution lines;

·	a reduction in the price of natural gas, including as a result of new drilling techniques or a relaxation of associated regulatory standards;

·	the development of energy conservation technologies and public initiatives to reduce electricity consumption; and

·	the development of new renewable energy technologies that provide less expensive energy.

A reduction in utility electricity prices would make the purchase of our solar energy systems or the purchase of energy under our lease and power purchase agreements less economically attractive. In addition, a shift in the timing of peak rates for utility-generated electricity to a time of day when solar energy generation is less efficient could make our solar energy system offerings less competitive and reduce demand for our products and services. If the retail price of energy available from utilities were to decrease for any reason, we would be at a competitive disadvantage. As a result, we may be unable to attract new customers and our growth would be limited.

A material drop in the retail price of utility-generated electricity would particularly adversely impact our ability to attract commercial customers.

Commercial customers comprise a significant and growing portion of our business, and the commercial market for energy is particularly sensitive to price changes. Typically, commercial customers pay less for energy from utilities than residential customers. Because the price we are able to charge commercial customers is only slightly lower than their current retail rate, any decline in the retail rate of energy for commercial entities could have a significant impact on our ability to attract commercial customers. We may be unable to offer solar energy systems in commercial markets that produce electricity at rates that are competitive with the unsubsidized price of retail electricity. If this were to occur, our business would be harmed because we would be at a competitive disadvantage compared to other energy providers and may be unable to attract new commercial customers.

The terms of our agreement with the Research Foundation for the State University of New York pertaining to the construction of the Buffalo Riverbend Manufacturing Facility, among other things, require us to comply with a number of covenants during the term of the agreement. Any failure to comply with these covenants could obligate us to pay significant amounts to the Foundation and result in termination of the agreement.

In September 2014, Silevo entered into an amended and restated research and development alliance agreement, referred to as the Riverbend Agreement, with the Research Foundation for the State University of New York, referred to as the Foundation, for the construction of an approximately 1 million square foot manufacturing facility capable of producing 1-gigawatt of solar panels annually on an approximately 88.24 acre site located in Buffalo, New York, referred to as the Manufacturing Facility.

Under the terms of the Riverbend Agreement, the Foundation will construct the Manufacturing Facility and install certain utilities and other improvements, with participation by us as to the design and construction of the Manufacturing Facility, and acquire certain manufacturing equipment designated by us to be used in the Manufacturing Facility. The Foundation will cover construction costs related to the Manufacturing Facility and manufacturing equipment, in each case up to a maximum funding allocation from the State of New York, and we will be responsible for any construction and equipment costs in excess of such amounts. The Foundation will own the Manufacturing Facility and manufacturing equipment. Following completion of the Manufacturing Facility, we will lease the Manufacturing Facility from the Foundation for an initial period of 10 years for $1 per year plus utilities, and the Foundation will grant us the right to use the manufacturing equipment during the initial lease term at no charge. Currently, we estimate that we will incur capital expenses of up to $150 million in connection with the construction and commissioning of the Manufacturing Facility and the initial manufacturing equipment. We cannot assure you that these estimated capital expenses related to the construction and commissioning of the Manufacturing Facility and the initial manufacturing equipment will not exceed this estimated amount.

In addition to the other obligations under the Riverbend Agreement, we must (i) use our best commercially reasonable efforts to commission the manufacturing equipment within three months of Manufacturing Facility completion and reach full production output

within three months thereafter, (ii) employ 1,460 high-tech jobs for the manufacturing operation at the Manufacturing Facility for five years after Manufacturing Facility completion, (iii) employ at least 2,000 other personnel in the State of New York to support downstream solar panel sales and installation for five years after Manufacturing Facility completion, (iv) work with the Foundation to attract 1,440 additional support contractor and supplier jobs in the State of New York following full production, (v) spend or incur approximately $5 billion in combined capital, operational expenses and other costs in the State of New York during the 10 year period following full production, (vi) make reasonable efforts to provide first consideration to New York-based suppliers, (vii) invest and spend in manufacturing operations at a level that ensures competitive product costs for at least five years from full production, and (viii) negotiate in good faith with the Foundation on an exclusive “first opportunity basis” for 120 days before entering into any agreement for additional solar panel manufacturing capacity that Silevo may wish to develop during the term of the agreement. If we are not able to hire the specified number of employees or identify and qualify local vendors and suppliers, we would face the risk of not only failing to meet the performance criteria under the Riverbend Agreement but also not being capable of running the operations related to the Manufacturing Facility. If we fail in any year over the course of the ten-year term to meet these specified investment and job creation obligations, as described above, we would be obligated to pay a “program payment” of $41.2 million to the Foundation in any such year. In addition, we are subject to other events of defaults, including breach of these program payments and certain insolvency events, that would lead to the acceleration of all of the then unpaid program payments by us to the Foundation. Our failure to meet our contractual obligations under the Riverbend Agreement may result in our obligation to pay significant amounts to the Foundation in scheduled program payments, other contractual damages and/or the termination of our lease of the Manufacturing Facility. Any inability on our part to raise the capital necessary to operate the Manufacturing Facility and meet the specified requirements of the Riverbend Agreement during the 10-year period following full production would also cause a material adverse effect upon our business operations and prospects.

Our expectations as to the cost of building the Manufacturing Facility, acquiring manufacturing equipment and supporting our manufacturing operations may prove incorrect, which could subject us to significant expenses to achieve the desired benefits under the Riverbend Agreement.

In addition to the funding provided by the Foundation from the State of New York, we currently estimate that we will need to spend up to $150 million in connection with the construction and commissioning of the Manufacturing Facility and the initial manufacturing equipment. In the event of any cost overruns in construction, commissioning, acquiring manufacturing equipment or operating the Manufacturing Facility, we may incur additional capital and operating expenses that would have a material adverse effect upon our business operations and prospects.

Our projections as to the time necessary to build the Manufacturing Facility and acquire the manufacturing equipment may prove incorrect and subject us to significant delay and additional expense.

We currently anticipate that the Manufacturing Facility will be completed and ready to commence operations in the first quarter of 2016. To date, we have agreed on four occasions to extend the time period that the Foundation is to enter into reasonably acceptable construction contracts. There are a number of risks which may delay the completion of the Manufacturing Facility and commencement of operations, including:

·	failure or delay in obtaining necessary permits, licenses or other governmental support or approvals;

·	the time necessary for the construction of related utility and infrastructure improvements;

·	unforeseen engineering problems;

·	the inability to identify and hire qualified construction and other workers on a timely basis or at all;

·	construction delays and contractor performance shortfalls;

·	work stoppages or labor disruptions, including efforts by our employees to enter into collective bargaining agreements;

·	availability of raw materials and components from suppliers and any delivery delays in such materials or components;

·	delays resulting from environmental conditions, and any design changes or additions necessary to remediate prior environmental hazards at the site; and

·	adverse weather conditions, such as an extreme winter, and natural disasters.

Any delay in the completion of the Manufacturing Facility and commencement of our operations will result in us incurring additional expenses and could negatively affect our operating results, financial condition and prospects.

We may not be able to achieve anticipated production yields, efficiencies and quality, which would harm our production volume and increase our costs.

The Manufacturing Facility is expected to be the largest of its kind in the Western Hemisphere. Successfully achieving volume manufacturing of solar cells at our projected yield, efficiency and quality levels will be difficult, and we have little experience in manufacturing at these high volumes. As we continue to integrate the Silevo team, expand our manufacturing capacity and qualify additional suppliers to support our projected production volume, we may initially experience lower yields than anticipated. Any deviations in our manufacturing processes may result in significant decreases in production yield, efficiency and quality, and in some cases, may cause production to be suspended or yield no output. If we cannot achieve planned yields over time, our production costs could increase and we may be unable to produce a sufficient amount of our solar panels to meet our installation needs.

In addition, Silevo’s Triex technology is novel and involves proprietary and complex manufacturing techniques, which may result in undetected errors or defects in the solar cells produced. Any defects in our solar panels could cause us to incur significant warranty, non-warranty and re-engineering costs, divert the attention of our engineering personnel, result in indemnification liability to our fund investors and significantly affect our customer relations and business reputation.

If we are unable to achieve our cost projections or otherwise control the costs associated with operating our manufacturing business, our financial condition and operating results will suffer.

As a result of initial production levels that under-utilize the Manufacturing Facility as we ramp up production, we anticipate that our initial production costs (on a per watt basis) will be relatively high. As we work to achieve full utilization of the Manufacturing Facility, we anticipate that the volume of production will reduce our production costs (on a per watt basis). There is no guarantee that we will be able to achieve planned cost targets, some of which will be beyond our control. For example, the costs of our raw materials and components, such as polysilicon and polysilicon wafers, could increase due to shortages as global demand for these products increases. Any failure to achieve our per watt cost projections would cause our financial condition and operating results to suffer. In addition, the pricing of our solar energy systems may become less competitive if our competitors are able to reduce their manufacturing and installation costs faster than we are able to.

Competition in the solar industry is intense, and future success and innovation will require additional research and development expenses.

The Manufacturing Facility is designed to be a high-technology volume-manufacturing facility. In constructing the Manufacturing Facility, including local utility infrastructure upgrades and procurement of manufacturing equipment, the State of New York is making a significant investment in the Buffalo-area economy. However, the solar panel manufacturing market is characterized by continually changing technology that requires improved features, such as increased efficiency, higher power output and enhanced aesthetics. In the time it takes us to achieve volume production of Silevo’s Triex technology, it is possible that additional innovations in solar technology could result in our technology and the Manufacturing Facility becoming less competitive or obsolete, which could harm our costs and adversely affect our business operations. This risk requires us to continuously focus on research and development, and will require significant on-going research and development expenses. If we cannot continually improve the efficiency and power output of our solar panels and reduce the cost of production, we could become less competitive in the market and our financial condition and operating results could be adversely affected.

Rising interest rates could adversely impact our business.

Changes in interest rates could have an adverse impact on our business by increasing our cost of capital. For example:

·	rising interest rates would increase our cost of capital; and

·	rising interest rates may negatively impact our ability to secure financing on favorable terms to facilitate our customers’ purchase of our solar energy systems or energy generated by our solar energy systems.

The majority of our cash flows to date have been from solar energy systems under lease and power purchase agreements that have been monetized under various financing fund structures. One of the components of this monetization is the present value of the payment streams from our customers who enter into these leases and power purchase agreements. If the rate of return required by the fund investor rises as a result of a rise in interest rates, it will reduce the present value of the customer payment stream and consequently reduce the total value that we are able to derive from monetizing the payment stream. Interest rates are at historically low levels, partially as a result of intervention by the U.S. Federal Reserve. The U.S. Federal Reserve has taken actions to taper its intervention, and should these actions continue, it is likely that interest rates will rise, which could cause our cost of capital to increase and impede our ability to secure financing. As a result, our business and financial condition could be harmed.

In addition, we evaluate our business with a long-term view based on cash flows relating to our customer agreements, third-party financing funds and other arrangements. To date, we have taken limited actions to mitigate the risk of rising future interest rates. In 2014, we initiated a strategy of purchasing limited long-term derivative securities to hedge the effect of future interest rate increases. We may continue to engage in such transactions and the cost and outcomes of such transactions are currently not known.

If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, or if material weaknesses are discovered in future periods, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2013, we identified four material weaknesses in our internal control over financial reporting relating to (i) the costing of our solar system installations, (ii) accounting for and classification of redeemable noncontrolling interests, (iii) segregation of incompatible duties at our lease administrator and our controls over the data received from our administrator, and (iv) certain areas of our financial statement close process. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses resulted from separate control deficiencies, as well as our misinterpretation of certain accounting standards, and resulted in the restatement of our consolidated financial statements as of and for the years ended December 31, 2012, 2011, 2010 and 2009 and for certain interim periods in 2012 and 2013.

As a result of significant efforts by us and our Audit Committee, we have successfully remediated these material weaknesses and improved our internal control over financial reporting.

In connection with this quarterly report on Form 10-Q, our management has performed an evaluation of our internal control over financial reporting as of March 31, 2015 pursuant to Section 404 of the Sarbanes-Oxley Act, and has concluded that our internal control over financial reporting and our disclosure controls and procedures were effective as of March 31, 2015.

If we are not able to maintain effective internal control over financial reporting and disclosure controls and procedures, or if additional material weaknesses are discovered in future periods, a risk that is significantly increased in light of the complexity of our business and investment funds, we may be unable to accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in additional late filings of our annual and quarterly reports under the Exchange Act, additional restatements of our consolidated financial statements or other corrective disclosures, a decline in our stock price, suspension or delisting of our common stock by The NASDAQ Stock Market, an inability to access the capital and commercial lending markets, defaults under our revolving credit facility and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

In our lease pass-through financing funds, there is a one-time reset of the lease payments, and we may be obligated, in connection with the resetting of the lease payments at true up, to refund lease prepayments or to contribute additional assets to the extent the system sizes, costs and timing are not consistent with the initial lease payment model.

In our lease pass-through financing funds, the models used to calculate the lease prepayments will be updated for each fund at a fixed date occurring after placement in service of all solar energy systems in a given fund or on an agreed upon date (typically within the first year of the applicable lease term) to reflect certain specified conditions as they exist at such date, including the ultimate system size of the equipment that was leased, how much it cost and when it went into service. As a result of such a true up, the lease payments are resized and we may be obligated to refund the investor’s lease prepayments or to contribute additional assets to the fund. Any significant refunds or capital contributions that we may be required to make could adversely affect our financial condition.

We are not currently regulated as a utility under applicable law, but we may be subject to regulation as a utility in the future.

Federal law and most state laws do not currently regulate us as a utility. As a result, we are not subject to the various federal and state standards, restrictions and regulatory requirements applicable to U.S. utilities. In the United States, we obtain federal and state regulatory exemptions by establishing “Qualifying Facility” status with the Federal Energy Regulatory Commission for all of our qualifying solar energy projects. In Canada, we also are generally subject to the regulations of the relevant energy regulatory agencies applicable to all producers of electricity under the relevant feed-in tariff regulations (including the feed-in tariff rates), however we are not currently subject to regulation as a utility. Our business strategy includes the continued development of larger solar energy systems in the future for our commercial and government customers, which has the potential to impact our regulatory position. Any local, state, federal or foreign regulations could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting or otherwise restricting our sale of electricity. If we were subject to the same state, federal or foreign regulatory authorities as utilities in the United States or if new regulatory bodies were established to oversee our business in the United States or in foreign markets, then our operating costs would materially increase.

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management and cause dilution to our stockholders.

On September 23, 2014, we acquired Silevo, Inc., a solar panel technology and manufacturing company. In 2013, we acquired Zep Solar, Common Assets, certain assets of Paramount Solar and completed other smaller acquisitions. In the future, we may acquire additional companies, project pipelines, products or technologies, including additional photovoltaics companies, or enter into joint ventures or other strategic initiatives. Our ability as an organization to integrate acquisitions is unproven. We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets or investors.

Any acquisition has numerous risks, including the following:

·	difficulty in assimilating the operations and personnel of the acquired company;

·	difficulty in effectively integrating the acquired technologies or products with our current products and technologies;

·	difficulty in maintaining controls, procedures and policies during the transition and integration;

·	disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;

·	difficulty integrating the acquired company’s accounting, management information and other administrative systems;

·	inability to retain key technical and managerial personnel of the acquired business;

·	inability to retain key customers, vendors, and other business partners of the acquired business;

·	inability to achieve the financial and strategic goals for the acquired and combined businesses;

·	incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

·	failure of due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;

·	inability to assert that internal controls over financial reporting are effective; and

·	inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

In connection with our acquisitions of Silevo, Zep Solar and Paramount Solar, we issued approximately 8.8 million shares of our common stock. In connection with our acquisition of Silevo, we may issue additional common stock with an aggregate value of up to $150 million, subject to adjustments, upon the timely achievement of all earnout related milestones. In addition, we typically offer additional equity compensation to continuing employees of these businesses. If we are unable to successfully integrate these businesses and technologies or are unable to otherwise achieve the anticipated benefits of these acquisitions, the related issuances of our securities may be highly dilutive to our existing stockholders.

A failure to hire and retain a sufficient number of employees in key functions would constrain our growth and our ability to timely complete our customers’ projects.

To support our growth, we need to hire, train, deploy, manage and retain a substantial number of skilled employees. In particular, we need to continue to expand and optimize our sales infrastructure to grow our customer base and our business, and we plan to expand our direct sales force. Identifying, recruiting and training qualified personnel requires significant time, expense and attention. It can take several months before a new salesperson is fully trained and productive. If we are unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or grow our business.

To complete current and future customer projects and to continue to grow our customer base, we need to hire a large number of installers in the relevant markets. Competition for qualified personnel in our industry is increasing, particularly for skilled installers and other personnel involved in the installation of solar energy systems. We also compete with the homebuilding and construction industries for skilled labor. As these industries seek to hire additional workers, our cost of labor may increase. The unionization of our labor force could also increase our labor costs. Shortages of skilled labor could significantly delay a project or otherwise increase our costs. Because our profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause us to not achieve our expected margins or cover our costs for that project. In addition, because we are headquartered in the San Francisco Bay Area, we compete for a limited pool of technical and engineering resources that requires us to pay wages that are competitive with relatively high regional standards for employees in these fields.

If we cannot meet our hiring, retention and efficiency goals, we may be unable to complete our customers’ projects on time, in an acceptable manner or at all. Any significant failures in this regard would materially impair our growth, reputation, business and financial results. If we are required to pay higher compensation than we anticipate, these greater expenses may also adversely impact our financial results and the growth of our business.

We have guaranteed a minimum return to be received by an investor in one of our financing funds and could be adversely affected if we are required to make any payments under this guarantee.

We have guaranteed payments to the investor in one of our financing funds to compensate for payments that the investor would be required to make to a certain third party as a result of the investor not achieving a specified minimum internal rate of return in this fund, assessed annually. The amounts of potential future payments under this guarantee depend on the amounts and timing of future distributions to the investor from the funds and the tax benefits that accrue to the investor from the fund’s activities. Because of uncertainties associated with estimating the timing and amounts of distributions to the investor, we cannot determine the potential maximum future payments that we could have to make under this guarantee. We may agree to similar terms in the future if market conditions require it. Any significant payments that we may be required to make under our guarantees could adversely affect our financial condition.

It is difficult to evaluate our business and prospects due to our limited operating history.

Since our formation in 2006, we have focused our efforts primarily on the sales, financing, engineering, installation and monitoring of solar energy systems for residential, commercial and government customers. We launched our pilot commercial and residential energy storage products and services in late 2013, and revenue attributable to this line of business has not been material compared to revenue attributable to our solar energy systems. We may be unsuccessful in significantly broadening our customer base through installation of solar energy systems within our current markets or in new markets we may enter. Additionally, we cannot assure you that we will be successful in generating substantial revenue from our current energy-related products and services or from any additional products and services we may introduce in the future. Our limited operating history, combined with the rapidly evolving and competitive nature of our industry, may not provide an adequate basis for you to evaluate our operating and financing results and business prospects. In addition, we only have limited insight into emerging trends that may adversely impact our business, prospects and operating results. As a result, our limited operating history may impair our ability to accurately forecast our future performance.

We have incurred losses and may be unable to achieve or sustain profitability in the future.

We have incurred net losses in the past, and we had an accumulated deficit of $279.9 million as of March 31, 2015. We may incur net losses from operations as we increase our spending to finance the expansion of our operations, expand our installation , engineering, administrative, sales and marketing staffs, and implement internal systems and infrastructure to support our growth. We do not know whether our revenue will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on our operating results. Our ability to achieve profitability depends on a number of factors, including:

·	growing our customer base;

·	finding investors willing to invest in our financing funds;

·	maintaining and further lowering our cost of capital;

·	reducing the cost of components for our solar energy systems; and

·	reducing our operating costs by optimizing our design and installation processes and supply chain logistics.

Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

We face competition from both traditional energy companies and renewable energy companies.

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large utilities. We believe that our primary competitors are the traditional utilities that supply energy to our potential customers. We compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity generated by our solar energy systems. If we cannot offer compelling value to our customers based on these factors, then our business will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than we do. As a result of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer other value-added products and services

that could help them compete with us even if the cost of electricity they offer is higher than ours. In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by our solar energy systems.

We also compete with solar companies in the downstream value chain of solar energy. For example, we face competition from purely finance driven organizations which then subcontract out the installation of solar energy systems, from installation businesses that seek financing from external parties, from large construction companies and utilities and increasingly from sophisticated electrical and roofing companies. Some of these competitors specialize in either the residential or commercial solar energy markets, and some may provide energy at lower costs than we do. Many of our competitors also have significant brand name recognition and have extensive knowledge of our target markets. Competitors have increasingly begun vertically integrating their operations to offer comprehensive products and services offerings similar to ours. For us to remain competitive, we must distinguish ourselves from our competitors by offering an integrated approach that successfully competes with each level of products and services offered by our competitors at various points in the value chain. As more of our competitors develop an integrated approach similar to ours, our marketplace differentiation may suffer.

We also face competition in the energy-related products and services markets and we expect to face competition in additional markets as we introduce new products and services. As the solar industry grows and evolves, we will also face new competitors who are not currently in the market. Our failure to adapt to changing market conditions and to compete successfully with existing and new competitors could limit our growth and could have a material adverse effect on our business and prospects.

Projects for our significant commercial and government customers involve concentrated project risks that may cause significant changes in our financial results.

During any given financial reporting period, we typically have ongoing significant projects for commercial and governmental customers that represent a significant portion of our potential financial results for such period. For example, Walmart is a significant customer for which we have installed a substantial number of solar energy systems. These larger projects create concentrated operating and financial risks. The effect of recognizing revenue or other financial measures on the sale of a larger project, or the failure to recognize revenue or other financial measures as anticipated in a given reporting period because a project is not yet completed under applicable accounting rules by period end, may materially impact our quarterly or annual financial results. In addition, if construction, warranty or operational issues arise on a larger project, or if the timing of such projects unexpectedly shifts for other reasons, such issues could have a material impact on our financial results. If we are unable to successfully manage these significant projects in multiple markets, including our related internal processes and external construction management, or if we are unable to continue to attract such significant customers and projects in the future, our financial results could be harmed.

We depend on a limited number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar energy systems. Any shortage, delay or component price change from these suppliers could result in sales and installation delays, cancellations and loss of our ability to effectively compete.

We purchase solar panels, inverters and other system components from a limited number of suppliers, which makes us susceptible to quality issues, shortages and price changes. If we fail to develop, maintain and expand our relationships with existing or new suppliers, we may be unable to adequately meet anticipated demand for our solar energy systems or we may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms. In particular, there are a limited number of inverter suppliers. Once we design a system for use with a particular inverter, if that type of inverter is not readily available at an anticipated price, we may incur additional delay and expense to redesign the system.

In addition, production of solar panels involves the use of numerous raw materials and components. Several of these have experienced periods of limited availability, particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper. The manufacturing infrastructure for some of these raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. The prices for these raw materials and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained periods of limited supplies.

In addition to purchasing from New York-based suppliers, we anticipate that we will need to purchase supplies globally in order to meet the anticipated production output of the Manufacturing Facility. Despite our efforts to obtain raw materials and components from multiple sources whenever possible, many of our suppliers may be single-source suppliers of certain components. If we are not able to maintain long-term supply agreements or identify and qualify multiple sources for raw materials and components, our access to supplies at satisfactory prices, volumes and quality levels may be harmed. We may also experience delivery delays of raw materials and components from suppliers in various global locations. In addition, we may be unable to establish alternate supply relationships or obtain or engineer replacement components in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain components may be time-consuming and costly and may force us to make modifications to our product designs.

Any decline in the exchange rate of the U.S. dollar compared to the functional currency of our component suppliers could increase our component prices. In addition, the state of the financial markets could limit our suppliers’ ability to raise capital if they are required to expand their production to meet our needs or satisfy their operating capital requirements. Changes in economic and business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ solvency and ability to deliver components to us on a timely basis. Any of these shortages, delays or price changes could limit our growth, cause cancellations or adversely affect our profitability and ability to effectively complete in the markets in which we operate.

Our operating results may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our operating results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock.

Our quarterly operating results are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past. However, given that we are an early-stage public company operating in a rapidly growing industry, those fluctuations may be masked by our recent growth rates and thus may not be readily apparent from our historical operating results. As such, our past quarterly operating results may not be good indicators of future performance.

In addition to the other risks described in this “Risk Factors” section, the following factors could cause our operating results to fluctuate:

·	expiration or initiation of any rebates or incentives;

·	significant fluctuations in customer demand for our products and services;

·	our ability to complete installations in a timely manner due to market conditions resulting in inconsistently available financing;

·	our ability to continue to expand our operations, and the amount and timing of expenditures related to this expansion;

·	actual or anticipated changes in our growth rate relative to our competitors;

·	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

·	changes in our pricing policies or terms or changes in those of our competitors, including utilities; and

·	actual or anticipated developments in our competitors’ businesses or the competitive landscape.

For these or other reasons, the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance. In addition, our actual revenue, key operating metrics and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have a severe adverse effect on the trading price of our common stock.

We act as the licensed general contractor for our customers and are subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on our business and results of operations.

We are a licensed contractor or use licensed subcontractors in every community we service, and we are responsible for every customer installation. For our residential projects, we are the general contractor, construction manager and installer. For our commercial projects, we are the general contractor and construction manager, and we typically rely on licensed subcontractors to install these commercial systems. We may be liable to customers for any damage we cause to their home or facility and belongings or property during the installation of our systems. For example, we frequently penetrate our customers’ roofs during the installation process and may incur liability for the failure to adequately weatherproof such penetrations following the completion of construction.

In addition, shortages of skilled subcontractor labor for our commercial projects could significantly delay a project or otherwise increase our costs. Because our profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause us to not achieve our expected margins or not cover our costs for that project.

In addition, the installation of solar energy systems and energy-storage systems requiring building modifications are subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, utility interconnection and metering, environmental protection and related matters. It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations and to design solar energy systems to comply with these varying standards. Any new government regulations or utility policies pertaining to our systems may result in significant additional expenses to us and our customers and, as a result, could cause a significant reduction in demand for our systems.

Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays and adverse publicity.

The installation of solar energy systems requires our employees to work at heights with complicated and potentially dangerous electrical systems. The evaluation and installation of our energy-related products requires our employees to work in locations that may contain potentially dangerous levels of asbestos, lead or mold. We also maintain a fleet of over 3,000 vehicles that our employees use in the course of their work. There is substantial risk of serious injury or death if proper safety procedures are not followed. Our operations are subject to regulation under the U.S. Occupational Safety and Health Act, or OSHA, and equivalent state laws. Changes to OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures or suspend or limit operations. In the past, we have had workplace accidents and received citations from OSHA regulators for alleged safety violations, resulting in fines and operational delays for certain projects. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage our reputation and competitive position and adversely affect our business.

Problems with product quality or performance may cause us to incur warranty expenses and performance guarantee expenses, may lower the residual value of our solar energy systems and may damage our market reputation and adversely affect our financial performance and valuation.

Our solar energy system warranties are lengthy. Customers who buy energy from us under leases or power purchase agreements are covered by warranties equal to the length of the term of these agreements—typically 20 years for leases and power purchase agreements and 30 years for MyPower loan agreements. Depending on the state where they live, customers who purchase our solar energy systems for cash are covered by a warranty up to 10 years in duration. We also make extended warranties available at an additional cost to customers who purchase our solar energy systems for cash. In addition, we provide a pass-through of the inverter and panel manufacturers’ warranties to our customers, which generally range from 5 to 25 years. One of these third-party manufacturers could cease operations and no longer honor these warranties, leaving us to fulfill these potential obligations to our customers. For example, Evergreen Solar, Inc., one of our former solar panel suppliers, filed for bankruptcy in August 2011. Further, we provide a performance guarantee with our leased solar energy systems that compensates a customer on an annual basis if their system does not meet the electricity production guarantees set forth in their lease.

Because of the limited operating history of our solar energy systems, we have been required to make assumptions and apply judgments regarding a number of factors, including our anticipated rate of warranty claims and the durability, performance and reliability of our solar energy systems. We have made these assumptions based on the historic performance of similar systems or on accelerated life cycle testing. Our assumptions could prove to be materially different from the actual performance of our systems, causing us to incur substantial expense to repair or replace defective solar energy systems in the future or to compensate customers for systems that do not meet their production guarantees. Product failures or operational deficiencies would also reduce our revenue from power purchase agreements because they are dependent on system production. Any widespread product failures or operating deficiencies may damage our market reputation and adversely impact our financial results.

In addition, we amortize costs of our solar energy systems over 30 years, which typically exceeds the period of the component warranties and the corresponding payment streams from our operating lease arrangements with our customers. In addition, we typically bear the cost of removing the solar energy systems at the end of the lease term. Furthermore, it is difficult to predict how future environmental regulations may affect the costs associated with the removal, disposal and recycling of our solar energy systems. Consequently, if the residual value of the systems is less than we expect at the end of the lease, after giving effect to any associated removal and redeployment costs, we may be required to accelerate all or some of the remaining unamortized expenses. This could materially impair our future operating results.

Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines.

We are required to comply with all foreign, federal, state and local laws and regulations regarding pollution control and protection of the environment. In addition, under some statutes and regulations, a government agency, or other parties, may seek recovery and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the operator was not responsible for such release and not otherwise at fault. While we and the State of New York have performed environmental diligence relating to the construction of the Manufacturing Facility, the site where the Manufacturing Facility is to be located is on the former site of Republic Steel and has been considered a “brownfield.”

The operation of Silevo’s manufacturing and research and development facilities, including in Hangzhou, China, Buffalo, New York and Fremont, California, involves the use of hazardous chemicals and materials which may subject us to liabilities for any releases or other failures to comply with applicable laws, regulations and policies. Any failure by us to maintain effective controls regarding the use of hazardous materials or to obtain and maintain all necessary permits could subject us to potentially significant fines and damages or interrupt our operations.

Product liability claims against us could result in adverse publicity and potentially significant monetary damages.

We would be exposed to product liability claims if one of our solar energy systems or other products injured someone. Because solar energy systems and many of our other current and anticipated products are electricity-producing devices, it is possible that consumers could be injured by our products for many reasons, including product malfunctions, defects or improper installation. We rely on our general liability insurance to cover product liability claims and have not obtained separate product liability insurance. Any product liability claim we face could be expensive to defend and could divert management’s attention. Any product liability claims against us and any resulting adverse outcomes could result in potentially significant monetary damages that could require us to make significant payments, as well as subject us to adverse publicity, damage our reputation and competitive position or adversely affect sales of our systems and other products.

Damage to our brand and reputation would harm our business and results of operations.

We depend significantly on our reputation for high-quality products and services, best-in-class engineering, exceptional customer service and the brand name “SolarCity” to attract new customers and grow our business. Our brand and reputation could be significantly impaired if we fail to continue to deliver our solar energy systems and our other energy products and services within the planned timelines, if our products and services do not perform as anticipated or if we damage any of our customers’ properties or cancel projects. In addition, if we fail to deliver, or fail to continue to deliver, high-quality products and services to our customers through our long-term relationships, our customers will be less likely to purchase future products and services from us, which is a key strategy to achieve our desired growth. In addition to our other marketing efforts, we also depend greatly on referrals from existing customers for our growth. Therefore, our inability to meet or exceed our current customers’ expectations would harm our reputation and growth through referrals.

If we fail to manage our recent and future growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges.

We have experienced significant growth in recent periods and we intend to continue to expand our business significantly within existing markets and in a number of new locations in the future. This growth has placed, and any future growth may place, a significant strain on our management, operational and financial infrastructure. In particular, we will be required to expand, train and manage our growing employee base. Our management will also be required to maintain and expand our relationships with customers, suppliers and other third parties and attract new customers and suppliers, as well as to manage multiple geographic locations.

In addition, our current and planned operations, personnel, systems and procedures might be inadequate to support our future growth and may require us to make additional unanticipated investments in our infrastructure. Our success and ability to further scale our business will depend in part on our ability to manage these changes in a cost-effective and efficient manner. If we cannot manage our growth, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new products and services or other operational difficulties. Any failure to effectively manage growth could adversely impact our business and reputation.

We may not be successful in leveraging our customer base to grow our business through sales of other energy products and services.

To date, we have derived substantially all of our revenue and cash receipts from the sale of solar energy systems and the sale of energy under our long-term customer agreements. While we continue to develop and offer innovative energy-related products and services, customer demand for these offerings may be more limited than we anticipate. We may not be successful in completing development of these products as a result of research and development difficulties, technical issues, regulatory issues, availability of third-party products or other reasons. Even if we are able to offer these or other additional products and services, we may not successfully generate meaningful customer demand to make these offerings viable. Our growth will be limited if we fail to deliver these additional products and services, if the costs associated with bringing these additional products and services to market is greater than we anticipate, if customer demand for these offerings is smaller than we anticipate or if our strategies to implement new sales approaches and acquire new customers are not successful.

Our growth depends in part on the success of our strategic relationships with third parties.

A key component of our growth strategy is to develop or expand our strategic relationships with third parties. For example, in an effort to generate new customers, we are investing resources in establishing relationships with leaders in other industries, such as trusted retailers and commercial homebuilders. Identifying partners and negotiating relationships requires significant time and resources. Our ability to grow our business could be impaired if we are unsuccessful in establishing or maintaining our relationships with these third parties. Even if we are able to establish these relationships, we may not be able to execute our goal of leveraging these relationships to meaningfully expand our business and customer base. This would limit our growth potential and our opportunities to generate significant additional revenue or cash receipts.

The loss of one or more members of our senior management or key employees may adversely affect our ability to implement our strategy.

We depend on our experienced management team and the loss of one or more key executives could have a negative impact on our business. In particular, we are dependent on the services of our chief executive officer and co-founder, Lyndon R. Rive, and our chief technology officer and co-founder, Peter J. Rive. We also depend on our ability to retain and motivate key employees and attract qualified new employees. Our founders and our key employees are not bound by employment agreements for any specific term, and as a result, we may be unable to replace key members of our management team and key employees in the event we lose their services. Integrating new employees into our management team could prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. An inability to attract and retain sufficient managerial personnel who have critical industry experience and relationships could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition and results of operations.

The production and installation of solar energy systems depends heavily on suitable meteorological conditions. If meteorological conditions are unexpectedly unfavorable, the electricity production from our solar energy systems may be substantially below our expectations and our ability to timely deploy new systems may be adversely impacted.

The energy produced and revenue and cash receipts generated by a solar energy system depend on suitable solar and weather conditions, both of which are beyond our control. Furthermore, components of our systems, such as panels and inverters, could be damaged by severe weather, such as hailstorms or tornadoes. In these circumstances, we generally would be obligated to bear the expense of repairing or replacing the damaged solar energy systems that we own. Sustained unfavorable weather also could unexpectedly delay our installation of solar energy systems, leading to increased expenses and decreased revenue and cash receipts in the relevant periods. Weather patterns could change, making it harder to predict the average annual amount of sunlight striking each location where we install. This could make our solar energy systems less economical overall or make individual systems less economical. Any of these events or conditions could harm our business, financial condition and results of operations.

Our business may be harmed if we fail to properly protect our intellectual property.

We believe that the success of our business depends in part on our proprietary technology, including our hardware, software, information, processes and know-how. We rely on many forms of intellectual property rights to secure our technology, including trade secrets and patents. We cannot be certain that we have adequately protected or will be able to adequately protect our technology, that our competitors will not be able to use our existing technology or develop similar technology independently, that any patents or other intellectual property rights held by us will be broad enough to protect our technology or that foreign intellectual property laws will adequately protect us. Moreover, our patents and other intellectual property rights may not provide us with a competitive advantage.

Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without our consent. Reverse engineering, unauthorized use or other misappropriation of our proprietary technology could enable third parties to benefit

from our technology without compensating us for doing so. In addition, our proprietary technology may not be adequately protected because:

·	our systems may be subject to intrusions, security breaches or targeted thefts of our trade secrets;

·	people may not be deterred from misappropriating our technology despite the existence of laws or contracts prohibiting it;

·	unauthorized use of our intellectual property may be difficult to detect and expensive and time-consuming to remedy, and any remedies obtained may be inadequate to restore protection of our intellectual property;

·	the laws of other countries in which we manufacture our solar products, such as Silevo’s joint venture manufacturing company with partners in China and other countries in the Asia/Pacific region, may offer little or no protection for our proprietary technology; and

·	reports we may be required to file in connection with any government-sponsored research contracts may disclose some of our sensitive confidential information because they are or will be generally available to the public.

Any such activities or any other inabilities to adequately protect our proprietary rights could harm our ability to compete, to generate revenue and to grow our business.

Claims of patent and other intellectual property infringement are complex and their outcomes are uncertain, and the costs associated with such claims may be high and could harm our business.

Our success in operating our business, including operation of the Manufacturing Facility, depends largely on our ability to use and develop our proprietary technologies and manufacturing know-how without infringing or misappropriating the intellectual property rights of third parties, many of whom have robust patent portfolios, greater capital resources and decades of manufacturing experience. In addition, as we have gained greater visibility and market exposure as a public company, we face a higher risk of being the subject of intellectual property infringement claims. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial legal costs defending against the claim and could distract our management and technical personnel from our business. In particular, the validity and scope of claims relating to photovoltaic technology patents may be highly uncertain because they involve complex scientific, legal and factual considerations and analysis. Furthermore, we could be subject to a judgment or voluntarily enter into a settlement, either of which could require us to pay substantial damages. A judgment or settlement could also include an injunction, a court order or other agreement that could prevent us from operating the Manufacturing Facility and producing our products. In addition, we might elect or be required to seek a license for the use of third-party intellectual property, which may not be available on commercially reasonable terms or at all, or if available, the payments under such license may harm our operating results and financial condition. Alternatively, we may be required to develop non-infringing technology, redesign our products or alter our manufacturing techniques and processes, each of which could require significant research and development efforts and expenses and may ultimately not be successful. Any of these events could seriously harm our business, operating results and financial condition.

We are subject to legal proceedings and regulatory inquiries and we may be named in additional claims or legal proceedings or become involved in regulatory inquiries, all of which are costly, distracting to our core business and could result in an unfavorable outcome or a material adverse effect on our business, financial condition, results of operations or the trading price for our securities.

We are involved in claims, legal proceedings and receive inquiries from government and regulatory agencies (such as the pending Treasury and Department of Labor investigations) that arise from the normal business activities. In addition, from time to time, third parties may assert claims against us. We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential defenses and counter claims, settlement or litigation potential and the expected effect on us. In the event that we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any claims, proceedings or regulatory actions initiated by or against us, whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources or some other harm to our business. In any of these cases, our business, financial condition, results of operations or the trading price for our securities could be negatively impacted.

We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In our opinion, resolution of all current matters is not expected to have a material adverse impact on our business, financial condition or results of operations. However, depending on the nature and timing of any such controversy, an unfavorable resolution of a matter could materially affect our future business, financial condition or results of operations, or all of the foregoing, in a particular quarter.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing requirements of The NASDAQ Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations subject us to legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future, which will increase our costs and expenses.

We typically bear the risk of loss and the cost of maintenance and repair on solar systems that are owned or leased by our fund investors.

We typically bear the risk of loss and are generally obligated to cover the cost of maintenance and repair on any solar systems that we sell or lease to our fund investors. At the time we sell or lease a solar system to a fund investor, we enter into a maintenance services agreement where we agree to operate and maintain the system for a fixed fee that is calculated to cover our future expected maintenance costs. If our solar systems require an above-average amount of repairs or if the cost of repairing systems were higher than our estimate, we would need to perform such repairs without additional compensation. If our solar systems, a majority of which are located in California, are damaged in the event of a natural disaster beyond our control, losses could be excluded, such as earthquake damage, or exceed insurance policy limits, and we could incur unforeseen costs that could harm our business and financial condition. We may also incur significant costs for taking other actions in preparation for, or in reaction to, such events. We purchase Property and Business Interruption insurance with industry standard coverage and limits approved by an investor’s third-party insurance advisors to hedge against such risk, but such coverage may not cover our losses.

Any unauthorized disclosure or theft of personal customer information we gather, store and use could harm our reputation and subject us to claims or litigation.

We receive, store and use personal information of our customers, including names, addresses, e-mail addresses, credit information and other housing and energy use information. Unauthorized disclosure of such personal information could harm our business, whether through breach of our systems by an unauthorized party, employee theft or misuse, or otherwise. If we were subject to an inadvertent disclosure of such personal information or if a third party were to gain unauthorized access to customer personal information in our possession, our operations could be seriously disrupted and we could be subject to claims or litigation arising from damages suffered by our customers. In addition, we could incur significant costs in complying with the multitude of federal, state and local laws regarding the unauthorized disclosure of personal customer information. Finally, any perceived or actual unauthorized disclosure of such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business.

Servicing our debt requires a significant amount of cash and we may not have sufficient cash flow from our business to pay our substantial debt; other actions we are forced to take to satisfy our obligations under our indebtedness may not be successful.

Our total consolidated indebtedness was $1,687.8 million as of March 31, 2015. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. In addition, our 2.75% Convertible Senior Notes due 2018 issued in November 2013 (the “2018 Notes”) and our 1.625% Convertible Senior Notes due 2019 issued in September and October 2014 (the “2019 Notes” and together with the 2018 Notes, the “Notes”), are convertible into shares of common stock, and we may engage in similar issuances of convertible securities in the future to fund our operating and expansion plans. Our ability to issue additional securities and to refinance our existing indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We expect to incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries expect to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of the indentures governing the Notes from

incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the Notes that could have the effect of diminishing our ability to make payments on the Notes when due. Our existing credit facilities restrict our ability to incur additional indebtedness, including secured indebtedness, but we may be able to obtain waivers of such restrictions or may not be subject to such restrictions under the terms of any subsequent indebtedness.

We may have trouble refinancing our credit facilities or obtaining new financing for our working capital, equipment financing and other needs in the future or complying with the terms of existing credit facilities. If credit facilities are not available to us on acceptable terms, if and when needed, or if we are unable to comply with their terms, our ability to continue to grow our business would be adversely impacted.

We have entered into several secured credit agreements, including a working capital facility under which we may currently borrow up to $250.0 million (with $200.0 million currently committed from several lenders and an additional $50.0 million subject to further conditions) that matures in December 2016. As of March 31, 2015, we had the ability to draw up to an additional $363.6 million under our credit facilities. The working capital facility requires us to comply with certain financial, reporting and other requirements. The timing of our commercial projects has on occasion adversely affected our ability to satisfy certain financial covenants under these or prior facilities. While our lenders have given us waivers of certain covenants we have not satisfied in the past, there is no assurance that the lenders will waive or forbear from exercising their remedies with respect to any future defaults that might occur. In addition, we have amended our revolving credit facility to engage in transactions such as the issuance of the 2019 Notes and issue Solar Bonds debt securities. While we believe that some of the financial and other covenants are generally more favorable to us following these changes, a breach of our covenants may still occur in the future.

Further, there is no assurance that we will be able to enter into new credit facilities on acceptable terms. If we are unable to satisfy financial covenants and other terms under existing or new facilities or obtain associated waivers or forbearance from our lenders or if we are unable to obtain refinancing or new financings for our working capital, equipment and other needs on acceptable terms if and when needed, our business would be adversely affected.

We may not have the ability to raise the funds necessary to repurchase the Notes, including upon a fundamental change, and one of our current credit facilities prohibits us from repurchasing the issued Notes upon a fundamental change.

Holders of the Notes will have the right to require us to repurchase their Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. However, at such time that we may be required to repurchase the Notes, we may not have sufficient available cash or be able to obtain sufficient financing to allow for repurchase. In addition, one of our existing credit facilities prohibits us from repurchasing the Notes upon a fundamental change. We may enter into agreements in the future that similarly restrict our ability to repurchase the Notes and other securities. Our failure to repurchase the Notes when required would constitute a default which could also result in defaults under other agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof. Our ability to repurchase the Notes may also be limited by law or by regulatory authority.

We intend to expand our international activities, which will subject us to a number of risks.

Our long-term strategic plans include international expansion and we intend to sell our solar energy products and services in international markets. Risks inherent to international operations include the following:

·	the inability to work successfully with third parties with local expertise to co-develop international projects;

·	multiple, conflicting and changing laws and regulations, including export and import restrictions, tax laws and regulations, environmental regulations, labor laws and other government requirements, approvals, permits and licenses;

·	changes in general economic and political conditions in the countries where we operate, including changes in government incentives relating to power generation and solar electricity;

·	political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;

·	difficulties and costs in recruiting and retaining individuals skilled in international business operations;

·	international business practices that may conflict with U.S. customs or legal requirements;

·	financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;

·	fluctuations in currency exchange rates relative to the U.S. dollar; and

·	the inability to obtain, maintain or enforce intellectual property rights, including inability to apply for or register material trademarks in foreign countries.

Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries. The success of our business will depend in part on our ability to succeed in differing legal, regulatory, economic, social and political environments. We may not be able to develop and implement policies and strategies that will be effective in each location where we do business.

Our manufacturing operations and our continued international expansion efforts may subject us to additional regulatory risks that may harm our operating results. For example, business practices in certain foreign countries, particularly those with developing economies, may be prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, or the FCPA. The FCPA generally prohibits companies and their intermediaries from making improper payments to non-U.S. government officials for the purpose of obtaining or retaining business. Other countries in which we operate have adopted similar anti-bribery and anti-corruption laws. Our operations have historically been conducted predominantly within the United States while our international expansion has largely resulted from acquired businesses. Any violation of anti-bribery and anti-corruption laws could subject us to criminal or civil penalties or other sanctions, which could have a material adverse effect on our business, financial condition, cash flows and reputation.

Our expanded operations also subject us to risks associated with currency fluctuations.

Our need to purchase supplies globally in order to meet the anticipated production output of the Manufacturing Facility and our continued international expansion further subjects us to risks relating to currency fluctuations. Foreign currencies periodically experience rapid fluctuations in value against the U.S. dollar. A weakened U.S. dollar could increase the cost of procurement of raw materials from foreign jurisdictions and operating expenses in foreign locations, which could have a material adverse effect on our business and financial results.

Risks Related to the Ownership of Our Common Stock

Our stock price has been and may continue to be volatile, and the value of your investment could decline.

The trading price of our common stock has been volatile since our initial public offering. Since shares of our common stock were sold in our initial public offering in December 2012 at a price of $8.00 per share, the reported high and low sales prices of our common stock on The NASDAQ Stock Market has ranged from $9.20 to $88.35 per share, through May 5, 2015. The market price of our common stock may fluctuate widely in response to many risk factors listed in this section and others beyond our control, including:

·	changes in laws or regulations applicable to our industry, products or services, including the effects of tariffs and other anti-competitive actions;

·	additions or departures of key personnel;

·	actual or anticipated changes in expectations regarding our performance by investors or securities analysts;

·	price and volume fluctuations in the overall stock market;

·	volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

·	share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

·	addition or loss of significant customers;

·	our ability to protect our intellectual property and other proprietary rights;

·	sales of our common stock by us or our stockholders, including as a result of recent offerings and acquisitions;

·	litigation involving us, our industry or both;

·	major catastrophic events; and

·	general economic and market conditions and trends.

Further, in recent years the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In addition, the stock prices of many renewable energy companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, government shutdowns, interest rate changes or international currency fluctuations, may cause the market price of our common stock to decline. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We incur significant costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission, or SEC, and The NASDAQ Stock Market. If these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, prospects, financial condition and operating results. In addition, complying with these rules and regulations has substantially increased our legal and financial compliance expenses, has made some activities more time-consuming and costly and may in the future require us to reduce costs in other areas of our business or increase the prices of our products and services, which could negatively impact our business.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale and issuance.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Such sales may occur in connection with our acquisitions, such as our issuance of approximately 8.8 million shares in the aggregate for our acquisitions of Silevo, Zep Solar and certain assets of Paramount Solar. In connection with our acquisition of Silevo, we may issue additional common stock with an aggregate value of up to $150.0 million, subject to adjustments and as determined in connection with the merger agreement, upon the timely achievement of all earnout related milestones. In addition, holders of a substantial amount of our common stock are entitled to rights with respect to registration of these shares under the Securities Act pursuant to an investors’ rights agreement. If these holders of our common stock, by exercising their registration rights, sell a large number of shares, they could adversely affect the market price for our common stock. If we file a registration statement for the purposes of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may be impaired.

Insiders have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.

As of March 31, 2015, our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock and their affiliates, in the aggregate, owned approximately 34% of the outstanding shares of our common stock. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might affect the market price of our common stock.

Provisions in our certificate of incorporation and bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by discouraging, delaying or preventing a change of control of our company or changes in our management that the stockholders of our company may believe advantageous. These provisions include:

·	establishing a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

·	authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;

·	limiting the ability of stockholders to call a special stockholder meeting;

·	limiting the ability of stockholders to act by written consent;

·	authorizing the board of directors to make, alter or repeal our bylaws; and

·	establishing advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock, to some extent, depends on the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who covers us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

ITEM 6. EXHIBITS

The documents listed in the Exhibit Index of this quarterly report on Form 10-Q are incorporated by reference or are filed with this quarterly report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 6, 2015

SOLARCITY CORPORATION

By:

/s/ LYNDON R. RIVE

Lyndon R. Rive

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT INDEX

Exhibit Number		Exhibit Description
4.11*		Indenture, dated as of January 9, 2015, by and between FTE Solar I, LLC and U.S. Bank National Association.

10.16c		Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

10.16d		Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

10.17a*		Standard Definitions, Annex A to the Indenture, dated as of January 9, 2015, by and between FTE Solar I, LLC and U.S. Bank National Association.

10.17b*		Note Purchase Agreement, dated January 9, 2015, by and among FTE Solar I, LLC, SolarCity Finance Company, LLC, SolarCity Corporation, Purchasers, the Funding Agents and Credit Suisse AG, New York Branch.

10.18*		Credit Agreement, dated as of March 31, 2015, by and among Shortfin Solar, LLC (an indirect wholly owned subsidiary of the Registrant), as borrower, the Registrant, as limited guarantor, Bank of America, N.A., as collateral agent and administrative agent, and the lenders party thereto.

31.1		Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1†		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2†		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Schema Linkbase Document.

101.CAL		XBRL Taxonomy Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Definition Linkbase Document.

101.LAB		XBRL Taxonomy Labels Linkbase Document.

101.PRE		XBRL Taxonomy Presentation Linkbase Document.

*	Confidential treatment requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.

†

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SolarCity Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

Exhibit 4.11

CONFIDENTIAL TREATMENT REQUESTED

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

FTE Solar I, LLC

Issuer

and

U.S. Bank National Association

Indenture Trustee

Indenture

Dated as of January 9, 2015

FTE Solar I, LLC

Solar Loan Backed Variable Funding Notes

Class A Notes and Class B Notes

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS


Section	Heading	Page
ARTICLE 1	DEFINITIONS	1
Section 1.01	General Definitions and Rules of Construction	1
Section 1.02	Calculations	1
ARTICLE 2	THE NOTES; RECONVEYANCE	1
Section 2.01	General	1
Section 2.02	Forms of Notes	2
Section 2.03	Payment of Principal and Interest	3
Section 2.04	Payments to Noteholders	3
Section 2.05	Execution, Authentication, Delivery and Dating	3
Section 2.06	[Reserved]	4
Section 2.07	Registration, Registration of Transfer and Exchange	4
Section 2.08	Transfer and Exchange	4
Section 2.09	Mutilated, Destroyed, Lost or Stolen Notes	5
Section 2.10	Persons Deemed Noteholders	6
Section 2.11	Cancellation of Notes	6
Section 2.12	Conditions to Closing	6
Section 2.12	Conditions to Closing	6
Section 2.13	Principal, Interest and NPA Costs	8
Section 2.14	Increases in Outstanding Note Balance	8
Section 2.15	Reduction of the Facility Limit	9
Section 2.16	Access to List of Noteholders' Names and Addresses	9
ARTICLE 3	COVENANTS; COLLATERAL; REPRESENTATIONS; WARRANTIES; HEDGE REQUIREMENT	9
Section 3.01	Performance of Obligations	9
Section 3.02	Negative Covenants	11
Section 3.03	Money for Note Payments	11
Section 3.04	Restriction of Issuer Activities	13
Section 3.05	Protection of Trust Estate	14
Section 3.06	Opinions as to Trust Estate	16
Section 3.07	Statement as to Compliance	17
Section 3.08	Limitations on Liens	17
Section 3.09	Recording	18
Section 3.10	Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants	18
Section 3.11	Providing of Notice	20
Section 3.12	Representations and Warranties of the Issuer	21

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Section	Heading	Page
Section 3.13	Representations and Warranties of the Indenture Trustee	25
Section 3.14	Knowledge	26
Section 3.15	Hedge Requirement	26
Section 3.16	Commodity Exchange Act	26
ARTICLE 4	MANAGEMENT, ADMINISTRATION AND SERVICING OF SOLAR LOANS	26
Section 4.01	Management Agreement and Servicing Agreement	26
ARTICLE 5	ACCOUNTS, COLLECTIONS, PAYMENTS OF INTEREST AND PRINCIPAL, RELEASES, AND STATEMENTS TO NOTEHOLDERS	28
Section 5.01	Accounts	28
Section 5.02	Inverter Replacement Reserve Account	31
Section 5.03	Liquidity Reserve Account	31
Section 5.04	Collection Account	32
Section 5.05	Distribution of Funds in the Collection Account	33
Section 5.06	[Reserved]	34
Section 5.07	Note Payments	35
Section 5.08	Statements to Noteholders; Tax Returns	36
Section 5.09	Reports by Indenture Trustee	36
Section 5.10	Final Balances	36
ARTICLE 6	VOLUNTARY PREPAYMENT OF NOTES AND RELEASE OF COLLATERAL	37
Section 6.01	Voluntary Prepayment	37
Section 6.02	Notice of Voluntary Prepayment	37
Section 6.03	[Reserved]	38
Section 6.04	Cancellation of Notes	38
Section 6.05	Release of Collateral	38
ARTICLE 7	THE INDENTURE TRUSTEE	39
Section 7.01	Duties of Indenture Trustee	39
Section 7.02	Notice of Default, Manager Termination Event, Servicer Event of Default or Event of Default	41
Section 7.03	Rights of Indenture Trustee	42
Section 7.04	Not Responsible for Recitals, Issuance of Notes or Application of Moneys as Directed	43
Section 7.05	May Hold Notes	43
Section 7.06	Money Held in Trust	43
Section 7.07	Compensation and Reimbursement	43
Section 7.08	Eligibility; Disqualification	45
Section 7.09	Indenture Trustee's Capital and Surplus	45
Section 7.10	Resignation and Removal; Appointment of Successor	45

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Section	Heading	Page
Section 7.11	Acceptance of Appointment by Successor	46
Section 7.12	Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee	47
Section 7.13	Co-trustees and Separate Indenture Trustees	47
Section 7.14	Books and Records	49
Section 7.15	Control	49
Section 7.16	Suits for Enforcement	49
Section 7.17	Compliance with Applicable Anti-Terrorism and Anti Money Laundering Regulations	49
Section 7.18	Authorization	50
ARTICLE 8	TRUST ESTATE	50
Section 8.01	Acquisition of Solar Loans	50
Section 8.02	Additional Solar Loans	50
ARTICLE 9	EVENT OF DEFAULT	52
Section 9.01	Events of Default	52
Section 9.02	Actions of Indenture Trustee	54
Section 9.03	Indenture Trustee May File Proofs of Claim	55
Section 9.04	Indenture Trustee May Enforce Claim Without Possession of Notes	55
Section 9.05	Knowledge of Indenture Trustee	56
Section 9.06	Limitation on Suits	56
Section 9.07	Unconditional Right of Noteholders to Receive Principal and Interest	56
Section 9.08	Restoration of Rights and Remedies	56
Section 9.09	Rights and Remedies Cumulative	57
Section 9.10	Delay or Omission; Not Waiver	57
Section 9.11	Control by Administrative Agent	57
Section 9.12	Waiver of Certain Events	57
Section 9.13	Undertaking for Costs	58
Section 9.14	Waiver of Stay or Extension Laws	58
Section 9.15	Sale of Trust Estate	58
Section 9.16	Action on Notes	59
ARTICLE 10	SUPPLEMENTAL INDENTURES	60
Section 10.01	[Reserved]	60
Section 10.02	Supplemental Indentures	60
Section 10.03	Execution of Amendments and Supplemental Indentures	60
Section 10.04	Effect of Amendments and Supplemental Indentures	60
Section 10.05	Reference in Notes to Amendments and Supplemental Indentures	61
Section 10.06	Indenture Trustee to Act on Instructions	61
ARTICLE 11	[RESERVED.]	61

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Section	Heading	Page
ARTICLE 12	MISCELLANEOUS	61
Section 12.01	Compliance Certificates and Opinions; Furnishing of Information	61
Section 12.02	Form of Documents Delivered to Indenture Trustee	62
Section 12.03	Acts of Noteholders	63
Section 12.04	Notices, Etc.	63
Section 12.05	Notices and Reports to Noteholders; Waiver of Notices	64
Section 12.06	Rules by Indenture Trustee	65
Section 12.07	Issuer Obligation	65
Section 12.08	Enforcement of Benefits	66
Section 12.09	Effect of Headings and Table of Contents	66
Section 12.10	Successors and Assigns	66
Section 12.11	Separability	66
Section 12.12	Benefits of Indenture	66
Section 12.13	Legal Holidays	66
Section 12.14	Governing Law	66
Section 12.15	Counterparts	67
Section 12.16	Recording of Indenture	67
Section 12.17	Further Assurances	67
Section 12.18	No Bankruptcy Petition Against the Issuer	67
Section 12.19	[Reserved.]	67
Section 12.20	Repurchase Demands	67
Section 12.21	Tax Treatment Disclosure	67
ARTICLE 13	TERMINATION	68
Section 13.01	Termination of Indenture	68

Annex A	Standard Definitions
EXHIBIT A-1	Form of Class A Note	A-1
EXHIBIT A-2	Form of Class B Note	A-2
EXHIBIT B	Form of Investor Representation Letter
EXHIBIT C	Notice of Voluntary Prepayment	C-1
EXHIBIT D	Form of Supplemental Grant	D-1
EXHIBIT E	Form of Funding Date Certificate	E-1
EXHIBIT F	Form of Cure Certificate	F-1

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

This Indenture (as amended or supplemented from time to time, the "Indenture" ) is dated as of January 9, 2015 between FTE Solar I, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the "Issuer" ), and U.S. Bank National Association, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (together with its successors and assigns in such capacity, the "Indenture Trustee" ).

PRELIMINARY STATEMENT

Pursuant to this Indenture, there is hereby duly authorized the execution and delivery of two classes of notes designated as the Issuer's Solar Loan Backed Variable Funding Notes Class A (the "Class A Notes" ) and the Issuer’s Solar Loan Backed Variable Funding Notes, Class B (the "Class B Notes" ). All covenants and agreements made by the Issuer herein are for the benefit and security of the Holders of the Notes. The Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Notes and the Hedge Counterparties, as their interests may appear, all of the rights, title, interest and benefits of the Issuer whether now existing or hereafter arising in and to: (a) on each Funding Date by delivery of a Supplemental Grant, all Solar Loans identified on the applicable Schedule of Solar Loans and all other Conveyed Property acquired by the Issuer pursuant to the Sale and Contribution Agreement in connection therewith; (b) all rights and remedies under the Sale and Contribution Agreement, the Servicing Agreement, the Management Agreement, the Manager/Servicer Transition Agreement, the Custodial Agreement, the Parent Guaranty, the Account Control Agreement, any Hedge Agreement and all other Transaction Documents; (c) amounts deposited from time to time into the Lockbox Account, the Collection Account, the Liquidity Reserve Account, the Inverter Replacement Reserve Account and all Eligible Investments in each such account; (d) the proceeds of any and all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property; and (e) all other assets of the Issuer, but in all cases expressly excluding any Marketable RECs (collectively, the "Trust Estate" ).

Such Grants are made in trust, to secure payments of amounts due with respect to the Notes ratably and without prejudice, priority or distinction between the Notes, and to secure: (i) the payment of all amounts on the Notes as such amounts become due in accordance with their terms; (ii) the payment of all amounts due to any Hedge Counterparty under the related Hedge Agreement, (iii) the payment of all other sums payable in accordance with the provisions of this Indenture; and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof.

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Article 1

Definitions

Section 1.01 General Definitions and Rules of Construction

. Except as otherwise specified or as the context may otherwise require, capitalized terms used in this Indenture shall have the respective meanings given to such terms in the Standard Definitions attached hereto as Annex A, which is hereby incorporated by reference into this Indenture as if set forth fully in this Indenture. The rules of construction set forth in Annex A shall apply to this Indenture and are hereby incorporated by reference into this Indenture as if set forth fully in this Indenture.

Section 1.02 Calculations

. Calculations required to be made pursuant to this Indenture shall be made on the basis of information or accountings as to payments on each Note furnished by the Servicer. Except to the extent they are incorrect on their face, such information or accountings may be conclusively relied upon in making such calculations, but to the extent that it is later determined that any such information or accountings are incorrect, appropriate corrections or adjustments will be made.

Article 2

The Notes; Reconveyance

Section 2.01 General

. (a) The Notes shall be issued on the Closing Date and shall be designated the Class A Notes and the Class B Notes. Each Noteholder, by acceptance of the Notes, (i) agrees to be subject to the rights and obligations set forth hereunder and (ii) has appointed the Administrative Agent to instruct the Indenture Trustee to act on the Noteholders’ behalf in accordance with Article V of the Note Purchase Agreement.

(b) All payments of principal and interest with respect to the Notes shall be made only from the Trust Estate on the terms and conditions specified herein. Each Noteholder, by its acceptance of the Notes, agrees that, subject to the obligations of the Originator to pay the Repurchase Price for any Defective Solar Loan and the indemnification obligations provided for herein, in the Sale and Contribution Agreement, the Servicing Agreement, the Management Agreement and the Note Purchase Agreement, it will have recourse solely against such Trust Estate and such payment and indemnification obligations.

(c) Except as otherwise provided herein, all Notes shall be substantially identical in all respects. Except as specifically provided herein, all Notes issued, authenticated and delivered under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.

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(d) The Aggregate Outstanding Note Balance of the Notes that may be executed by the Issuer and authenticated and delivered by the Indenture Trustee and Outstanding at any given time under this Indenture is limited to the Facility Limit and the Outstanding Note Balance of the Class A Notes and the Class B Notes is limited to $160,000,000 and $40,000,000, respectively. The outstanding principal amount of a Note held by any single Purchaser Group is limited to the Purchaser Commitment Amount for such Purchaser Group.

(e) Holders of the Notes shall be entitled to payments of interest and principal as provided herein. Each Class of Notes shall have a final maturity on the Maturity Date. All Notes of the same Class shall be secured on parity with one another, with no Note of any Class having any priority over any other Note of that same Class.

(f) The Notes that are authenticated and delivered to the Noteholders by the Indenture Trustee upon an Issuer Order on the Closing Date shall be dated as of the Closing Date. Any Note issued later in exchange for, or in replacement of, any Note issued on the Closing Date shall be dated the date of its authentication.

(g) The Class A Notes and Class B Notes are issuable in the minimum denominations of $1,000,000 and integral multiples of $1,000 in excess thereof; provided that one Note of such Class may be issued in an additional amount equal to any remaining portion of the Initial Outstanding Note Balance of such Class.

Section 2.02 Forms of Notes

. The Notes shall be designated as the "FTE Solar I, LLC, Solar Loan Backed Variable Funding Notes". The Notes shall be in substantially the form set forth in Exhibit A-1 or Exhibit A-2, as applicable, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Issuer, as evidenced by its execution thereof.

The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The Notes shall be issued in definitive form only. One Note shall initially be issued for each Purchaser Group and be registered in the name of the related Funding Agent. One Note shall be issued for each Non-Conduit Committed Purchaser, if any, and be registered in the name of the Non-Conduit Committed Purchaser itself. Each Note shall be dated the date of its authentication. The terms of the Notes are set forth in Exhibit A-1 and Exhibit A-2, and are part of the terms of this Indenture.

The Issuer may request an Increase pursuant to Section 2.2 of the Note Purchase Agreement, and in connection therewith the Issuer may purchase Additional Solar Loans from

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the Originator pursuant to Section 8.01 and Section 5 of the Sale and Contribution Agreement and may add such Additional Solar Loans to the Trust Estate pursuant to Section 8.02 .

Section 2.03 Payment of Principal and Interest

. (a) Principal payments on the Notes will be made on each Payment Date to the Noteholders as of the related Record Date pursuant to the provision of Section 5.05. The remaining Aggregate Outstanding Note Balance, if any, shall be payable no later than the Maturity Date.

(b) On each Payment Date, the Class A Interest Distribution Amounts and the Class B Interest Distribution Amounts for such Payment Date will be distributed to the registered Noteholders of the applicable Class of Notes as of the related Record Date in accordance with the Priority of Payments.

Section 2.04 Payments to Noteholders

. (a) Noteholders of each Class shall, subject to the priorities and conditions set forth in Section 5.05, be entitled to receive payments of interest and principal on each Payment Date. Any payment of interest or principal payable with respect to the Notes on the applicable Payment Date shall be made to the Person in whose name such Note is registered on the Record Date for such Payment Date in the manner provided in Section 5.07.

(b) All reductions in the principal balance of a Note (or one or more Predecessor Notes) effected by payments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

Section 2.05 Execution, Authentication, Delivery and Dating

. (a) The Notes shall be executed by the Issuer. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of any individual who was, at the time of execution thereof, an Authorized Officer of the Issuer shall bind the Issuer, notwithstanding the fact that such individual ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes.

(b) On the Closing Date, the Issuer shall, and at any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication, and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however , that the Indenture Trustee shall not authenticate the Notes on the Closing Date unless and until it shall have received the documents listed in Section 2.12.

(c) Each Note authenticated and delivered by the Indenture Trustee to or upon an Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other

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Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication.

(d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Commitment so transferred, exchanged or replaced, but shall represent only the Outstanding Note Balance so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, such Outstanding Note Balance shall be divided among the Notes delivered in exchange therefor.

(e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of a Responsible Officer of the Indenture Trustee, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.

Section 2.06 [Reserved]

Section 2.07 Registration, Registration of Transfer and Exchange

. (a) The Indenture Trustee (in such capacity, the "Note Registrar" ) shall cause to be kept at its Corporate Trust Office a register (the "Note Register" ), in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of the Notes and the registration of transfers of such Notes.

(a) Each Person who has or who acquires any Ownership Interest in a Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of this Section 2.07 and Section 2.08.

(b) Any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same rights, and entitled to the same benefits under this Indenture, as the Class of Notes surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer and the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.08 not involving any transfer.

Section 2.08 Transfer and Exchange

. (a) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any State. No resale or transfer of any Note may be made unless such resale or transfer is made: (i) to the Issuer or an “affiliate” (as such term is defined in Rule 144A) of the Issuer; (ii) pursuant to an effective

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registration statement under the Securities Act; or (iii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144); provided, that if the Issuer or the Indenture Trustee so requests, the transferor shall deliver duly completed certificates in the form of Exhibit B; and, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States and any applicable jurisdiction. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration.

(b) So long as no Amortization Event shall have occurred and be continuing, no Noteholder shall sell or assign a Note to a Person other than a Purchaser or an Affiliate of a Purchaser without the prior written consent of the Issuer, provided, however , that notwithstanding anything to the contrary herein, each Conduit may, without the prior written consent of the Issuer or the delivery of any legal opinions, certificates or other documents and without being subject to any minimum permitted transfer amount, at any time (i) sell or grant to one or more Alternate Purchasers party to the Note Purchase Agreement, its Notes or any portion thereof or participating interests or security interests, as applicable, in such Notes provided that each Alternate Purchaser shall, by any such purchase, be deemed to have acknowledged and agreed to the provisions of this Agreement and (ii) assign, pledge or grant a security interest in its interest in the Notes as provided for in Section 6.7 of the Note Purchase Agreement.

Section 2.09 Mutilated, Destroyed, Lost or Stolen Notes

. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver upon an Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note or Notes of the same tenor and Class and principal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of payment in full, instead of issuing a new Note, the Indenture Trustee may make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such new Note was issued presents for receipt of payments such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such new Note (or such payment) from the Person to whom it was delivered or any Person taking such new Note from such Person, except a protected purchaser, and each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage or cost incurred by the Issuer or the Indenture Trustee in connection therewith.

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(b) Upon the issuance of any new Note under this Section, the Issuer or the Indenture Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

(c) Every new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an additional contractual obligation of the Issuer, and the destroyed, lost or stolen Note shall be at all times deemed unenforceable by anyone, and shall not be entitled to all the benefits of this Indenture.

(d) The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment with respect to mutilated, destroyed, lost or stolen Notes.

Section 2.10 Persons Deemed Noteholders

. Before due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered as the owner of such Note (a) on the applicable Record Date for the purpose of receiving payments with respect to principal and interest on such Note and (b) on any date for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by any notice to the contrary.

Section 2.11 Cancellation of Notes

. All Notes surrendered for payment, registration of transfer, exchange or prepayment shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Note previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.11 except as expressly permitted by this Indenture. All canceled Notes shall be held and disposed of by the Indenture Trustee in accordance with its standard retention and disposal policy.

Section 2.12 Conditions to Closing

. The Notes shall be executed, authenticated and delivered on the Closing Date in accordance with Section 2.05 and, upon receipt by the Indenture Trustee and the Administrative Agent of the following:

(a) an Issuer Order authorizing the authentication and delivery of such Notes by the Indenture Trustee;

(b) fully executed originals of the Transaction Documents;

(c) Opinions of Counsel addressed to the Indenture Trustee, the Administrative Agent and each Purchaser in form and substance satisfactory to the Indenture Trustee, the Administrative Agent and each Purchaser addressing corporate, security interest, bankruptcy and other matters;

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(d) an Officer's Certificate of an Authorized Officer of the Issuer, stating that:

(i) all representations and warranties of the Issuer made as of the Closing Date contained in the Transaction Documents are true and correct, and no defaults exist under the Transaction Documents;

(ii) the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, this Indenture or any other Transaction Document, the Issuer Operating Agreement or any other constituent documents of the Issuer or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been fully satisfied; and

(iii) all conditions precedent to Closing in this Indenture and in the other Transaction Documents have been satisfied;

(e) an Officer's Certificate dated as of the Closing Date, of an Authorized Officer of the Originator that:

(i) the Originator is not in default under any of the Transaction Documents to which it is a party, and the Grant of the Trust Estate to the Indenture Trustee by the Issuer will not result in any breach of any of the terms, conditions or provisions of, or constitute a material default under, its organizational documents or any other constituent documents of it or any indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which it is a party or by which it may be bound or to which it may be subject;

(ii) all representations and warranties of it made as of the Closing Date contained in each of the Transaction Documents to which it is a party are true and correct; and

(iii) all conditions precedent to Closing in this Indenture and in the other Transaction Documents have been satisfied;

(f) a Secretary's Certificate dated as of the Closing Date of each of the Issuer, the Originator and the Manager regarding certain organizational matters and the incumbency of the signatures of the Issuer, the Originator and the Manager;

(g) presentment of all applicable UCC termination statements or partial releases (collectively, the " Termination Statements ") terminating the Liens of creditors of

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the Originator or any other Person with respect to any part of the Trust Estate (except as expressly contemplated by the Transaction Documents) and the Financing Statements (which shall constitute all of the Perfection UCCs with respect to the Closing Date) to the proper Person for filing to perfect the Indenture Trustee's first priority security interest in such Trust Estate Granted on the Closing Date registered in the name of the Indenture Trustee or its nominee and agent (a copy of the file stamped Financing Statements and Termination Statements shall be delivered by the Servicer to the Indenture Trustee); and

(h) evidence that the Indenture Trustee has established the Collection Account, the Liquidity Reserve Account and the Inverter Replacement Reserve Account.

Section 2.13 Principal, Interest and NPA Costs

(a) Maturity Date . The Notes shall mature and be fully due and payable on the Maturity Date.

(b) Voluntary Prepayment Date . The Notes are subject to voluntary prepayment as provided in Article 6.

(c) Interest . The Class A Interest Distribution Amount and the Class B Interest Distribution Amount for each Interest Accrual Period shall be due and payable on each Payment Date. No later than 5:00 P.M. (New York City time), four Business Days prior to each Payment Date, the Administrative Agent shall provide notice to the Issuer, the Servicer and the Indenture Trustee of the aggregate amount of the Class A Interest Distribution Amount (if applicable), the Class B Interest Distribution Amount (if applicable) and the Unused Fees to be paid on such Payment Date; provided , that if the Class A Interest Distribution Amount and/or the Class B Interest Distribution Amount is calculated using the CP Rate, then such rate and amount may be calculated using an estimate of the CP Rate, if necessary, for the remaining days in the related Interest Accrual Period; provided, further , that if the Administrative Agent shall have used an estimate of the CP Rate to calculate the related Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, with respect to the preceding Interest Accrual Period, the Administrative Agent shall compute the actual related CP Rate and the related Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, for such Interest Accrual Period, and if the actual Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, so computed (i) is greater than the estimated Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, for such preceding Interest Accrual Period, the related Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, for the current Interest Accrual Period shall be increased by the amount of such difference and (ii) is less than the estimated Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, for such preceding Interest Accrual Period, the related Class A Interest Distribution Amount and/or Class B Interest Distribution Amount, as applicable, for the current Interest Accrual Period shall be decreased by the amount of such difference.

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(d) NPA Costs . NPA Costs shall be due and payable to each Noteholder on each Payment Date in accordance with Section 5.05. No later than 5:00 P.M. (New York City time), four Business Days prior to each Payment Date, the Administrative Agent shall provide notice to the Issuer, the Servicer and the Indenture Trustee of the aggregate amount of NPA Costs to be paid on such Payment Date.

Section 2.14 Increases in Outstanding Note Balance

. The Noteholders agree by acceptance of the Notes that, the Issuer may, from time to time by irrevocable written Borrowing Notice given to the Administrative Agent, the Indenture Trustee, the Manager and the Servicer and subject to the terms and conditions with respect to an Increase set forth in Section 2.2 of the Note Purchase Agreement, request that the Noteholders fund an Increase in the aggregate amount and on the date specified in the Borrowing Notice. If the terms and conditions to the Increase set forth in the Note Purchase Agreement are satisfied or waived, then such Increase shall be funded in accordance with the Note Purchase Agreement.

Section 2.15 Reduction of the Facility Limit

. In accordance with Section 2.4(b) of the Note Purchase Agreement, the Issuer may, upon at least two Business Days' written notice to the Administrative Agent, permanently reduce, in part, the Facility Limit to (but not below) the Aggregate Outstanding Note Balance. Any such reduction in the Facility Limit shall be in the amount of $500,000 or an integral multiple thereof and shall be applied to reduce the Purchaser Commitment Amount of each Purchaser Group and each Non-Conduit Committed Purchaser on a pro rata basis pursuant to Section 2.4(b) of the Note Purchase Agreement.

Section 2.16 Access to List of Noteholders' Names and Addresses

. The Indenture Trustee shall furnish or cause to be furnished to the Servicer within 15 days after receipt by the Indenture Trustee of a request therefor from the Servicer in writing, a list, in such form as the Servicer may reasonably require, of the names and addresses of the Noteholders as of the most recent Record Date.

Article 3

Covenants; Collateral; Representations; Warranties; Hedge Requirement

Section 3.01 Performance of Obligations

. (a) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations in any Transaction Document or under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement.

(b) To the extent consistent with the Issuer Operating Agreement, the Issuer may contract with other Persons to assist it in performing its duties hereunder, and any performance of such duties shall be deemed to be action taken by the Issuer. To the

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extent that the Issuer contracts with other Persons which include or may include the furnishing of reports, notices or correspondence to the Indenture Trustee, the Issuer shall identify such Persons in a written notice to the Indenture Trustee.

(c) The Issuer shall and shall require that the Originator characterize (i) the transfer of the Conveyed Property by the Originator to the Issuer pursuant to the Sale and Contribution Agreement an absolute transfer for legal purposes, (ii) the Grant of the Trust Estate by the Issuer under this Indenture as a pledge for U.S. federal income tax purposes and for financial accounting purposes, and (iii) the Notes as indebtedness for U.S. federal income tax financial accounting purposes. In this regard, the financial statements of the Originator and its consolidated subsidiaries will show the Conveyed Property as owned by the consolidated group and the Notes as indebtedness of the consolidated group (and will contain appropriate footnotes describing the transfer to the Issuer and the pledge to the Indenture Trustee), and the U.S. federal income tax returns of the Originator and its consolidated subsidiaries will indicate that the Notes are indebtedness. The Issuer will cause the Originator to file all required tax returns and associated forms, reports, schedules and supplements thereto in a manner consistent with such characterizations.

(d) The Issuer covenants to pay all taxes or other similar charges levied by any governmental authority with regard to the Trust Estate except to the extent that the validity or amount of such taxes is contested in good faith, via appropriate proceedings and with adequate reserves established and maintained therefor in accordance with GAAP.

(e) The Issuer hereby assumes liability for all liabilities associated with the Trust Estate or created under this Indenture, including but not limited to any obligation arising from the breach or inaccuracy of any representation, warranty or covenant of the Issuer set forth herein. Notwithstanding the foregoing, the Issuer has and shall have no liability with respect to the payment of principal and interest on the Notes, except as otherwise provided in this Indenture.

(f) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Transaction Documents and in the instruments and agreements included in the Trust Estate, including, but not limited to, preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee (acting at the direction of the Administrative Agent).

(g) If an Event of Default or Servicer Event of Default should arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement or an Event of Default or a Manager Termination Event should arise from the

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failure of the Manager to perform any of its duties or obligations under the Management Agreement, the Issuer shall take all reasonable steps available to it to remedy such failure.

(h) The Issuer shall not waive timely performance or observance by the Parent, the Manager, the Servicer or the Originator of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Section 3.02 Negative Covenants

. In addition to the restrictions and prohibitions set forth in Sections 3.04, 3.08 and 3.10 and elsewhere herein, the Issuer will not:

(a) sell, transfer, exchange or otherwise dispose of any portion of its interest in the Trust Estate except as expressly permitted by this Indenture;

(b) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby or under the Transaction Documents;

(c) permit the Lien of this Indenture not to constitute a valid first priority, perfected security interest in the Trust Estate, subject to Permitted Liens; or

(d) act in violation of its organization documents.

Section 3.03 Money for Note Payments

. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.05 shall be punctually made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and Article 5.

(b) When there shall be a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Outstanding Note Balance and Class of such Notes held by each such Noteholder.

(c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due (to the extent funds are then available for such purpose in the Collection Account), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys

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deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon an Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article 5.

(d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by an Issuer Order. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities.

(e) The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, and if the Indenture Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.03, that such Paying Agent will:

(i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Report;

(ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as provided herein and distribute such sums to such Persons as provided herein;

(iii) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) above required to be met by a Paying Agent at the time of its appointment;

(iv) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any Default, Event of Default, Servicer Event of Default or Manager Termination Event coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent;

(v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Default, Event of Default, Servicer Event of Default or Manager Termination Event, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; and

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(vi) comply with all requirements of the Code and all Treasury Regulations promulgated thereunder with respect to the withholding from any payment made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however , that with respect to withholding and reporting requirements applicable to original issue discount (if any) on the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee.

(f) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by an Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to such Noteholder, such money shall be discharged from such trust and paid to the Issuer upon an Issuer Order without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Section 3.04 Restriction of Issuer Activities

. Until the earlier of (i) the date the Indenture is terminated pursuant to Section 13.01 and (ii) the date that is 365 days after the payment by the Issuer in full of all payments on the Notes, the Issuer will not on or after the date of execution of this Indenture:

(a) except in connection with a Securitization Take-Out Transaction, engage in any business or investment activities other than those necessary for, incident to, connected with or arising out of, owning and Granting the Trust Estate to the Indenture Trustee for the benefit of the Noteholders and the Hedge Counterparties, or contemplated hereby and in the Transaction Documents; (b) except in connection with a Securitization Take-Out Transaction, incur any indebtedness secured in any manner by, or have any claim against, the Trust Estate or the Issuer other than indebtedness arising hereunder and

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in connection with the Transaction Documents and as otherwise expressly permitted in a Transaction Document; (c) incur any other indebtedness except as permitted in the Issuer Operating Agreement; (d) except in connection with a Securitization Take-Out Transaction, amend, or propose to the shareholders of the Originator for their consent any amendment of, the Issuer Operating Agreement (or, if the Issuer shall be a successor to the Person named as the Issuer in the first paragraph of this Indenture, amend, consent to amendment or propose any amendment of, the governing instruments of such successor), unless consented to by the Administrative Agent; (e) except in connection with a Securitization Take-Out Transaction or as otherwise expressly permitted by this Indenture or the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate; (f) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (g) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby; (h) permit the Lien of this Indenture not to constitute a valid perfected first priority (other than with respect to a Permitted Lien) security interest in the Trust Estate; or (i) dissolve or liquidate in whole or in part or merge or consolidate with any other Person, other than in compliance with Section 3.10 if any Notes are Outstanding.

Section 3.05 Protection of Trust Estate

. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee for the benefit of the Noteholders and the Hedge Counterparties to be prior to all other Liens in respect of the Trust Estate, subject to Permitted Liens, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee and the Noteholders, a first Lien on and a first priority, perfected security interest in the Trust Estate, subject to Permitted Liens. The Issuer authorizes and shall cause to be filed a financing statement that names the Issuer as debtor and the Indenture Trustee as secured party to ensure the perfection of the interest of the Indenture Trustee in the Trust Estate (including describing the Trust Estate as "all assets of the Debtor whether now existing or hereafter acquired"). Subject to Section 3.05(f), the Issuer will from time to time prepare, execute (or authorize the filing of) and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance, and other instruments (all as presented to it in final execution form), and will take such other action as may be necessary or advisable to:

(i) provide further assurance with respect to such Grant and/or Grant more effectively all or any portion of the Trust Estate;

(ii) maintain, preserve or enforce (A) the Lien and security interest (and the priority thereof) in favor of the Indenture Trustee created by this

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Indenture and (B) the terms and provisions of this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of, or protect the validity of, any Grant made or to be made by this Indenture;

(iv) enforce any of the Trust Estate;

(v) preserve and defend title to any item comprising the Conveyed Property or other item included in the Trust Estate and the rights of the Indenture Trustee and of the Noteholders in such Conveyed Property or other item against the claims of all Persons; or

(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer shall deliver or cause to be delivered to the Indenture Trustee file‑stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer shall cooperate fully with the Indenture Trustee in connection with the obligations set forth above and will execute (or authorize the filing of) any and all documents reasonably required to fulfill the intent of this Section 3.05 .

(b) The Issuer hereby irrevocably appoints the Indenture Trustee as its agent and attorney-in-fact (such appointment being coupled with an interest) to execute, or authorize the filing of, upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument, document, certificate or agreement required pursuant to this Section 3.05; provided, however , that such designation shall not be deemed to create any duty in the Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants; and provided, further , however , that the duty of the Indenture Trustee to execute, or authorize the filing of, any instrument required pursuant to this Section 3.05 shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, shall not require it to prepare any financing statement, continuation statement or other instrument, document, certificate or agreement required pursuant to this Section 3.05 and shall arise only if the Indenture Trustee has actual knowledge of any default by the Issuer in complying with the provisions of Section 3.05(a) and the Indenture Trustee shall have previously received a file stamped copy of the related original document or financing statement and a written direction or an opinion of counsel to the Indenture Trustee specifying what filings are to be made and in what jurisdictions such filings shall be made, or if the Indenture Trustee is otherwise directed by the Administrative Agent to execute, or authorize the filing of, such instrument. The Issuer shall cooperate with the Indenture Trustee and provide to the Indenture Trustee any information, documents or instruments with respect to such financing statement, continuation statement or other instrument that the Indenture Trustee may reasonably require. For purposes of this Section 3.05(b), the Indenture Trustee will

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be deemed to have actual knowledge of any such default if a Responsible Officer of the Indenture Trustee has received an Opinion of Counsel pursuant to Section 3.06 addressing the facts surrounding such default.

(c) Except as necessary or advisable in connection with the fulfillment by the Indenture Trustee of its duties and obligations described herein or in any other Transaction Document, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held as described in the most recent Opinion of Counsel that was delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the Lien created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.

(d) No later than 60 days prior to any of the Originator or the Issuer making any change in its or their name, identity, jurisdiction of organization or structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑506 of the UCC as in effect in New York or wherever else necessary or appropriate under applicable law, or otherwise impair the perfection of the security interest in the Trust Estate, the Issuer shall give or cause to be given to the Indenture Trustee and the Administrative Agent written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee's security interest in the Trust Estate. Neither the Originator nor the Issuer shall become or seek to become organized under the laws of more than one jurisdiction.

(e) The Issuer shall give the Indenture Trustee and the Administrative Agent written notice at least 60 days prior to any relocation of the Originator's or the Issuer's respective principal executive office or jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of relevant law or the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee's security interest in the Trust Estate. The Issuer shall at all times maintain its principal executive office and jurisdiction of organization within the United States of America.

(f) Notwithstanding anything to the contrary in this Section 3.05 or otherwise in this Indenture, UCC Fixture Filings will be maintained in the name of the initial Servicer, as secured party, on behalf of the Issuer and the Indenture Trustee. A UCC Fixture Filing may, or at the direction of the Issuer or the Servicer shall, be released by the secured party in connection with an Obligor refinancing transaction or sale of the related home, so long as the Servicer re-files the UCC Fixture Filing within 10 Business Days of obtaining knowledge of, but no later than 45 calendar days of, the closing of such

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refinancing or sale (if applicable). Following an Event of Default or the removal of FinCo as Servicer following a Servicer Event of Default, the Servicer shall cause each UCC Fixture Filing to be assigned to the Indenture Trustee as secured party. To the extent the Servicer fails to do so, the Indenture Trustee is authorized to do so, but only if the Indenture Trustee is given a written direction or an Opinion of Counsel specifying the jurisdictions in which such filings shall be made and attaching copies of the applicable assignments of the UCC Fixture Filings to be filed by the Indenture Trustee.

Section 3.06 Opinions as to Trust Estate

. (a) On the Closing Date and on the date of each supplemental indenture hereto, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, and indentures supplemental hereto and other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority Lien and security interest in the Trust Estate in favor of the Indenture Trustee for the benefit of the Noteholders, created by this Indenture, subject to Permitted Liens, and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien and security interest effective.

(b) On or before the thirtieth day prior to the fifth anniversary of the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Administrative Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture with respect to the Trust Estate and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien and security interest. The Issuer shall also provide the Indenture Trustee and the Administrative Agent with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture with respect to the Trust Estate. If the Opinion of Counsel delivered to the Indenture Trustee and the Administrative Agent hereunder specifies future action to be taken by the Issuer, the Issuer shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion of Counsel to the effect required hereby.

Section 3.07 Statement as to Compliance

. The Issuer will deliver to the Administrative Agent and each Purchaser, within 120 days after the end of each fiscal year (beginning with fiscal year 2015), an Officer's Certificate stating, as to the signer thereof, that, (a) a review of the activities of the Issuer during the preceding calendar year and of its performance under this Indenture has been made under such officer's supervision, (b) to the best

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of such officer's knowledge, based on such review, the Issuer has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and remedies therefor being pursued, and (c) to the best of such officer's knowledge, based on such review, no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default hereunder or, if such an event has occurred and is continuing, specifying each such event known to him or her and the nature and status thereof and remedies therefor being pursued.

Section 3.08 Limitations on Liens

. Except for the Lien created by this Indenture and Permitted Liens, the Issuer will not create, incur or suffer, or permit to be created or incurred or to exist, any Lien on any of the Trust Estate.

Section 3.09 Recording

. The Issuer will, upon the Closing Date and thereafter from time to time, prepare and cause financing statements and such other instruments as may be required with respect thereto, including without limitation, the Financing Statements to be filed, registered and recorded as may be required by present or future law (with file stamped copies thereof delivered to the Indenture Trustee and the Administrative Agent) to create, perfect and protect the Lien hereof upon the Conveyed Property and the other items of the Trust Estate, and protect the validity of this Indenture. The Issuer shall, from time to time, perform or cause to be performed any other act as required by law and shall execute (or authorize, as applicable) or cause to be executed (or authorized, as applicable) any and all further instruments (including financing statements, continuation statements and similar statements with respect to any of said documents with file stamped copies thereof delivered to the Indenture Trustee and the Administrative Agent) that are necessary or reasonably requested by the Indenture Trustee for such creation, perfection and protection. The Issuer shall pay, or shall cause to be paid, all filing, registration and recording taxes and fees incident thereto, and all expenses, taxes and other governmental charges incident to or in connection with the preparation, execution, authorization, delivery or acknowledgment of the recordable documents, any instruments of further assurance, and the Notes.

Section 3.10 Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants

. (a) The Issuer shall only voluntarily institute any proceedings to adjudicate the Issuer a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Issuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Issuer, in accordance with the terms of the Issuer Operating Agreement.

(b) So long as any of the Notes are Outstanding:

(i) The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware

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and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes and each asset included in the Trust Estate.

(ii) The Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the Issuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof as a special purpose bankruptcy remote entity, and shall expressly assume the obligation to make due and punctual payments of principal and interest on the Notes then Outstanding and the performance of every covenant on the part of the Issuer to be performed or observed pursuant to the Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Indenture shall have occurred and be continuing, and (C) the Issuer shall have delivered to the Administrative Agent and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Indenture.

(iii) The funds and other assets of the Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Transaction Documents.

(iv) The Issuer shall not be, become or hold itself out as being liable for the debts of any other Person.

(v) The Issuer shall not form, or cause to be formed, any subsidiaries.

(vi) The Issuer shall act solely in its own name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Issuer shall not have any employees other than the Authorized Officers of the Issuer.

(vii) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Issuer Operating Agreement.

(viii) All actions of the Issuer shall be taken by an Authorized Officer of the Issuer (or any Person acting on behalf of the Issuer).

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(ix) The Issuer shall not amend its certificate of formation (except as required under the Delaware law) or the Issuer Operating Agreement without the consent of the Administrative Agent.

(x) The Issuer maintains and will maintain the formalities of the form of its organization.

(xi) The annual financial statements of the Issuer and the Originator will disclose the effects of these transactions in accordance with GAAP. Any consolidated financial statements which consolidate the assets and earnings of the Originator with those of the Issuer will contain a footnote stating that the assets of the Issuer will not be available to creditors of the Originator or any other Person. The financial statements of the Issuer, if any, will disclose that the assets of the Originator are not available to pay creditors of the Issuer.

(xii) Other than certain costs and expenses related to the issuance of the Notes, the Originator shall not pay the Issuer's expenses, guarantee the Issuer's obligations or advance funds to the Issuer for payment of expenses except for costs and expenses for which the Originator is required to make payments, in which case the Issuer will reimburse such Person for such payment.

(xiii) All business correspondences of the Issuer are and will be conducted in the Issuer's own name.

(xiv) Other than as contemplated by the Transaction Documents, the Originator does not act and will not act as agent of the Issuer and the Issuer does not and will not act as agent of the Originator.

(xv) [Reserved].

(xvi) The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

(xvii) The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Transaction Document.

(xviii) The Issuer shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Manager or the Servicer, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however , that the Issuer may make, or cause to be made,

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distributions to the Manager, the Servicer, its beneficial owners and the Indenture Trustee as permitted by, and to the extent funds are available for such purpose under, this Indenture and the Transaction Documents. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Indenture and the other Transaction Documents.

Section 3.11 Providing of Notice

. The Issuer, upon learning of any failure on the part of the Originator to observe or perform in any material respect any covenant, representation or warranty set forth in the Sale and Contribution Agreement or any other Transaction Document to which it is a party, as applicable, or upon learning of any Default, Event of Default, Servicer Event of Default or Manager Termination Event, shall promptly notify, in writing, the Indenture Trustee, the Noteholders and the Originator of such failure or Default, Event of Default, Servicer Event of Default or Manager Termination Event.

Section 3.12 Representations and Warranties of the Issuer

. The Issuer hereby represents and warrants to the Indenture Trustee and the Noteholders that as of the Closing Date (except with respect to the Custodial Agreement) and each Funding Date:

(a) The Issuer is duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party and to perform the terms and provisions hereof and thereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Issuer, the Trust Estate or the Noteholders.

(b) All necessary action has been taken by the Issuer to authorize the Issuer, and the Issuer has full power and authority, to execute, deliver and perform its obligations under this Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party, and no consent or approval of any Person is required for the execution, delivery or performance by the Issuer of this Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party.

(c) This Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party have been duly executed and delivered, and the execution and delivery of this Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction

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Document to which it is a party by the Issuer and its performance and compliance with the terms hereof and thereof will not violate its certificate of formation or the Issuer Operating Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract or any other material agreement or instrument (including, without limitation, the Transaction Documents) to which the Issuer is a party or which may be applicable to the Issuer or any of its assets.

(d) This Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party constitute valid, legal and binding obligations of the Issuer, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) The Issuer is not in violation of, and the execution, delivery and performance of this Indenture, the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Custodial Agreement and each other Transaction Document to which it is a party by the Issuer will not constitute a violation with respect to, any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Issuer or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder.

(f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Issuer's knowledge, threatened against or contemplated by the Issuer which could reasonably be expected to have a material adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Notes or any other Transaction Document.

(g) Each of the representations and warranties of the Issuer set forth in the Management Agreement, the Servicing Agreement, the Sale and Contribution Agreement, the Issuer Operating Agreement and each other Transaction Document to which it is a party is, as of the Closing Date, true and correct in all material respects.

(h) The Issuer has not incurred debt or engaged in activities not related to the transactions contemplated hereunder or under the other Transaction Documents except as permitted by the Issuer Operating Agreement or Section 3.04.

(i) The Issuer is not insolvent and did not become insolvent as a result of the Grant pursuant to this Indenture; the Issuer is not engaged and is not about to engage in any business or transaction for which any property remaining with the Issuer is unreasonably small capital or for which the remaining assets of the Issuer are

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unreasonably small in relation to the business of the Issuer or the transaction; the Issuer does not intend to incur, and does not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and the Issuer has not made a transfer or incurred an obligation and does not intend to make such a transfer or incur such an obligation with actual intent to hinder, delay or defraud any entity to which the Issuer was or became, on or after the date that such transfer was made or such obligation was incurred, indebted.

(j) (i) With respect to the Solar Loans conveyed on such Funding Date, the transfer of the Conveyed Property by the Originator to the Issuer pursuant to the Sale and Contribution Agreement is an absolute transfer for legal purposes, (ii) with respect to the Additional Solar Loans related to such Funding Date, the Grant of the Trust Estate by the Issuer pursuant to the terms of this Indenture is a pledge for financial accounting purposes and U.S. federal income tax purposes, and (iii) the Notes will be treated by the Issuer as indebtedness for U.S. federal income tax purposes. In this regard, (i) the financial statements of the Parent and its consolidated subsidiaries will show (A) that the Conveyed Property is owned by such consolidated group and (B) that the Notes are indebtedness of the consolidated group (and will contain footnotes describing the transfer to the Issuer and the pledge to the Indenture Trustee), and (ii) the U.S. federal income tax returns of the Parent and its consolidated subsidiaries will indicate that the Notes are indebtedness.

(k) The legal name of the Issuer is as set forth in this Indenture; the Issuer has no trade names, fictitious names, assumed names or "doing business as" names.

(l) No item comprising the Conveyed Property has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee; immediately prior to the pledge of such Conveyed Property to the Indenture Trustee pursuant to this Indenture, the Issuer was the sole owner thereof and had good and indefeasible title thereto, free of any Lien other than Permitted Liens.

(m) Upon the filing of the Perfection UCCs in accordance with applicable law, the Indenture Trustee, for the benefit of the Noteholders, shall have a first priority perfected security interest in the Conveyed Property and in the proceeds thereof, limited with respect to proceeds to the extent set forth in Section 9‑315 of the UCC as in effect in the applicable jurisdiction, subject to Permitted Liens. All filings (including, without limitation, UCC filings) and other actions as are necessary in any jurisdiction to provide third parties with notice of and to perfect the transfer and assignment of the Trust Estate to the Issuer and to give the Indenture Trustee a first perfected security interest in the Trust Estate (subject to Permitted Liens), including delivery of the Custodian Files to the Custodian in accordance with the terms of the Custodial Agreement, and the payment of any fees, have been made.

(n) With respect to the Additional Solar Loans related to such Funding Date, none of the absolute transfer of the Conveyed Property by the Originator to the Issuer

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pursuant to the Sale and Contribution Agreement, giving effect to previous transfers of Solar Loans pursuant to the Sale and Contribution Agreement, or the Grant by the Issuer to the Indenture Trustee pursuant to this Indenture is subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(o) The Issuer is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof, will not be required to register as an "investment company" as such term is defined in the 1940 Act, and the Issuer does not rely solely on the exemption from the definition of "investment company" in Section 3(c)(1) and/or 3(c)(7) of the 1940 Act (although such exemptions may be available).

(p) The principal place of business and the chief executive office of the Issuer are located in the State of California, and the jurisdiction of organization of the Issuer is the State of Delaware, and there are no other such locations.

(q) Representations and warranties regarding the security interest and Custodian Files:

(i) The Grant contained in the "Granting Clause" of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Conveyed Property in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC (other than Permitted Liens), and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ii) The Issuer has taken all steps necessary to perfect its ownership interest in the Solar Loans.

(iii) The Obligor Notes related to the Additional Solar Loans constitute either "accounts", "chattel paper", "electronic chattel paper" "instruments" or "general intangibles" within the meaning of the applicable UCC.

(iv) The Issuer owns and has good and marketable title to the Conveyed Property free and clear of any Lien, claim or encumbrance of any Person, other than Permitted Liens.

(v) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Conveyed Property granted to the Indenture Trustee hereunder.

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(vi) The Issuer has received a Certification from the Custodian that the Custodian is holding the Custodian Files that evidence the Additional Solar Loans related to such Funding Date solely on behalf and for the benefit of the Indenture Trustee.

(vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any portion of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any portion of the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that have been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

(viii) Except as permitted or required by the Transaction Documents, no portion of any Obligor Note has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for notations relating to security interests released prior to the pledge of the Conveyed Property to the Indenture Trustee.

The foregoing representations and warranties in Section 3.12(q)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

(r) Each Additional Solar Loan acquired by the Issuer on a Funding Date is an Eligible Solar Loan and each Additional Solar Loan assigned a value greater than $0 in the calculation of the Class A Borrowing Base and the Class B Borrowing Base as set forth in the applicable Monthly Servicer Report on a Funding Date or a Determination Date is an Eligible Solar Loan as of such Funding Date or Determination Date, as applicable.

(s) The Issuer is not a "commodity pool" for which the "commodity pool operator" has claimed an exemption under Commodity Futures Trading Commission Rule 4.7.

Section 3.13 Representations and Warranties of the Indenture Trustee

. The Indenture Trustee hereby represents and warrants to the Noteholders that as of the Closing Date and each Funding Date:

(a) The Indenture Trustee has been duly organized and is validly existing as a national banking association;

(b) The Indenture Trustee has full power and authority and legal right to execute, deliver and perform its obligations under this Indenture and each other Transaction Document to which it is a party and has taken all necessary action to

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authorize the execution, delivery and performance by it of this Indenture and each other Transaction Document to which it is a party;

(c) This Indenture and each other Transaction Document to which it is a party have been duly executed and delivered by the Indenture Trustee and constitute the legal, valid, and binding obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, fraudulent conveyance, or similar laws affecting creditors' or creditors of banks' rights and/or remedies generally or by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(d) The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture;

(e) The execution, delivery and performance of this Indenture and each other Transaction Document to which it is a party by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Indenture Trustee, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement applicable to it or such of its property which is material to it; and

(f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Indenture Trustee's knowledge, threatened against or contemplated by the Indenture Trustee which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Indenture or any other Transaction Document to which it is a party by or against the Indenture Trustee.

Section 3.14 Knowledge

. Any references herein to the knowledge, discovery or learning of the Issuer, the . Servicer or the Manager shall mean and refer to an Authorized Officer of the Issuer, the Servicer or the Manager, as applicable.

Section 3.15 Hedge Requirement

. The Issuer shall enter into and maintain Hedge Agreements such that the Hedge Requirements are satisfied.

Section 3.16 Commodity Exchange Act

. The Issuer shall covenant that (a) it will not enter into any Hedge Agreement that would subject the Conveyed Property to regulation under the Commodity Exchange Act or the rules thereunder and (b) it will not take any action

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which would cause the Indenture Trustee to be required to register as a commodity pool operator under the Commodity Exchange Act.

Article 4

Management, Administration and Servicing of Solar Loans

Section 4.01 Management Agreement and Servicing Agreement

. (a) Each of the Management Agreement and the Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Manager and the Servicer, as applicable, with respect to the Conveyed Property and other matters addressed in the Management Agreement and the Servicing Agreement, and reference is hereby made to the Management Agreement for a detailed statement of said covenants and obligations of the Manager thereunder and to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Issuer agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Issuer, may (but is not, unless so directed and indemnified by the Administrative Agent, required to) enforce all rights of the Issuer under the Management Agreement and the Servicing Agreement for and on behalf of the Noteholders whether or not the Issuer is in default hereunder.

(b) Promptly following a request from the Indenture Trustee (acting at the direction of the Administrative Agent) to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Manager of each of its obligations to the Issuer and with respect to the Conveyed Property under or in connection with the Management Agreement and by the Servicer of each of its obligations to the Issuer and with respect to the Conveyed Property under or in connection with the Servicing Agreement, in accordance with the respective terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Management Agreement or the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Manager or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Manager of each of its obligations under the Management Agreement or by the Servicer of each of its obligations under the Servicing Agreement.

(c) The Issuer shall not waive any default by the Manager under the Management Agreement or by the Servicer under the Servicing Agreement without the written consent of the Indenture Trustee (which shall be given at the written direction of the Administrative Agent).

(d) The Indenture Trustee does not assume any duty or obligation of the Issuer under the Management Agreement or the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article 7.

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(e) The Issuer has not and will not provide any payment instructions to any Obligor that are inconsistent with the Servicing Agreement.

(f) With respect to the Servicer's obligations under Section 5.3 of the Servicing Agreement, the Indenture Trustee shall not have any responsibility to the Issuer, the Servicer or any party hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent Accountant by the Servicer; provided, however that the Indenture Trustee shall be authorized, upon receipt of written direction from the Servicer directing the Indenture Trustee, to execute any acknowledgment or other agreement with the Independent Accountant required for the Indenture Trustee to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountant are sufficient for the Issuer's purposes, (ii) acknowledgment that the Indenture Trustee has agreed that the procedures to be performed by the Independent Accountant are sufficient for the Indenture Trustee's purposes and that the Indenture Trustee's purposes is limited solely to receipt of the report, (iii) releases by the Indenture Trustee (on behalf of itself and the Noteholders) of claims against the Independent Accountant and acknowledgement of other limitations of liability in favor of the Independent Accountant, and (iv) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountant (including to the Noteholders). Notwithstanding the foregoing, in no event shall the Indenture Trustee be required to execute any agreement in respect of the Independent Accountant that the Indenture Trustee determines adversely affects it in its individual capacity or which is in a form that is not reasonably acceptable to the Indenture Trustee.

Article 5

Accounts, Collections, Payments of Interest and Principal, Releases, and Statements to Noteholders

Section 5.01 Accounts

. (a) (i) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to open and maintain in the name of the Indenture Trustee, for the benefit of the Noteholders, an Eligible Account (the "Collection Account" ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Collection Account shall initially be established with the Indenture Trustee.

(ii) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee for the benefit of the Noteholders, an Eligible Account (the " Inverter Replacement Reserve Account "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Inverter Replacement Reserve Account shall initially be established with the Indenture Trustee.

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(iii) On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee to open and maintain in the name of the Indenture Trustee, for the benefit of the Noteholders, an Eligible Account (the " Liquidity Reserve Account "), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Liquidity Reserve Account shall initially be established with the Indenture Trustee.

(b) Funds on deposit in the Collection Account, the Inverter Replacement Reserve Account and the Liquidity Reserve Account shall be invested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Indenture Trustee for the benefit of the Noteholders and the Hedge Counterparties.

(c) All investment earnings of moneys pursuant to Section 5.01(b) deposited into the Collection Account, the Inverter Replacement Reserve Account and the Liquidity Reserve Account shall be deposited (or caused to be deposited) by the Indenture Trustee into the Collection Account, and any loss resulting from such investments shall be charged to such Account. The Servicer, on behalf of the Issuer, will not direct the Indenture Trustee to make any investment of any funds held in any of the Accounts unless the security interest Granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment (other than an investment in Eligible Investments), if requested by the Indenture Trustee, the Servicer, on behalf of the Issuer, shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(d) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee's failure to follow instructions of the Issuer in accordance with this Section 5.01, negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.

(e) Funds on deposit in any Account shall remain uninvested if (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in any Account (other than the Lockbox Account) to the Indenture Trustee by 2:00 P.M. (New York City time) (or such other time as may be agreed by the Servicer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied as if there had not been such a declaration.

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(f) [Reserved].

(g) (i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including, without limitation, all investment earnings on the Collection Account) and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise provided herein, the Accounts shall be under the control (as defined in Section 9-104 of the UCC to the extent such account is a deposit account and Section 8-109 of the UCC to the extent such account is a securities account) of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any of the Accounts (other than the Lockbox Account) ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within five Business Days initiate the establishment of a new Account as an Eligible Account and shall transfer any cash and/or any investments to such new Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Accounts are not accounts with the Indenture Trustee, the Servicer shall notify the Indenture Trustee in writing promptly upon any of such Accounts ceasing to be an Eligible Account.

(ii) With respect to the Account Property (other than with respect to the Lockbox Account), the Indenture Trustee agrees that:

(A) any Account Property that is held in deposit accounts shall be held solely in Eligible Accounts; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(B) any Account Property that constitutes physical property shall be delivered to the Indenture Trustee in accordance with paragraph (i)(A) or (i)(B), as applicable, of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;

(C) any Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (1)(c) or (1)(e), as applicable, of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph;

(D) any Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (i)(D) of the definition of "Delivery" and shall be maintained by the Indenture Trustee,

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pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security;

(E) the Servicer shall have the power, revocable by the Indenture Trustee upon the occurrence of a Servicer Event of Default, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer and the Indenture Trustee to carry out their respective duties hereunder; and

(F) any Account held by it hereunder shall be maintained as a "securities account" as defined in the Uniform Commercial Code as in effect in New York (the " New York UCC "), and that it shall be acting as a "securities intermediary" for the Indenture Trustee itself as the "entitlement holder" (as defined in Section 8-102(a)(7) of the New York UCC) with respect to each such Account. The parties hereto agree that, regardless of any provision in any other agreement, the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Indenture Trustee acknowledges and agrees that (1) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Accounts shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC and (2) notwithstanding anything to the contrary, if at any time the Indenture Trustee shall receive any order from the Indenture Trustee (solely in its capacity as securities intermediary) directing transfer or redemption of any financial asset relating to the Accounts, the Indenture Trustee shall comply with such entitlement order without further consent by the Issuer, or any other person. In the event of any conflict of any provision of this Section 5.01(g)(ii)(F) with any other provision of this Indenture or any other agreement or document, the provisions of this Section 5.01(g)(ii)(F) shall prevail.

Section 5.02 Inverter Replacement Reserve Account

. (a) On each Payment Date, to the extent of Available Funds and in accordance with and subject to the Priority of Payments, the Indenture Trustee shall, based on the Monthly Servicer Report, deposit into the Inverter Replacement Reserve Account an amount equal to the Inverter Replacement Reserve Deposit.

(b) The Indenture Trustee shall, upon receipt of an Officer's Certificate of the Manager (i) certifying that it has replaced one or more Inverters that no longer have the benefit of a Manufacturer Warranty and (ii) requesting reimbursement for the cost of such Inverters’ replacement within a reasonable time, withdraw from funds on deposit in the Inverter Replacement Reserve Account and remit to the Manager, an amount equal to the lesser of (A) the cost of the new Inverters paid by the Manager (inclusive of labor costs) and (B) the amount on deposit in the Inverter Replacement Reserve Account.

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(c) On any Determination Date that the amount on deposit in the Inverter Replacement Reserve Account exceeds the Inverter Replacement Reserve Required Amount, such amount shall be deposited into the Collection Account on the related Payment Date as set forth in the related Monthly Servicer Report and distributed according to the Priority of Payments.

(d) All amounts on deposit in the Inverter Replacement Reserve Account shall be withdrawn and deposited into the Collection Account on the Facility Termination Date.

Section 5.03 Liquidity Reserve Account

. (a) On each Funding Date the Issuer shall deposit or caused to be deposited an amount equal to the amount, if any, necessary to cause the amounts on deposit in the Liquidity Reserve Account to equal the Liquidity Reserve Account Required Balance, after giving effect to the related Increase on such Funding Date. Reassignment Credit Payments shall be deposited into the Liquidity Reserve Account by the Servicer pursuant to the Servicing Agreement.

(b) As described in the Priority of Payments, to the extent of Available Funds, the Indenture Trustee shall, on each Payment Date, deposit Available Funds into the Liquidity Reserve Account until the amount on deposit therein (other than amounts therein related to Reassignment Credit Payments) shall equal the Liquidity Reserve Account Required Balance.

(c) On each Payment Date, the Indenture Trustee shall, based on the Monthly Servicer Report, transfer funds on deposit in the Liquidity Reserve Account to the Collection Account to the extent the amount on deposit in the Collection Account as of such Payment Date is less than the amounts necessary to make the distributions described in clauses (i) through (x) of Section 5.05(a). To the extent amounts are required to be withdrawn from the Liquidity Reserve Account, amounts on deposit therein in respect of Reassignment Credit Payments shall be withdrawn first. If the amount on deposit in the Liquidity Reserve Account (other than amounts therein related to Reassignment Credit Payments) exceeds the Liquidity Reserve Account Required Balance on any Payment Date during the Amortization Period, the amount of such excess will be transferred to the Collection Account and will be part of the Available Funds distributed pursuant to the Priority of Payments.

(d) Upon the acceleration of the Notes following an Event of Default, the Indenture Trustee shall, based on the information set forth in the related Monthly Servicer Report, withdraw any remaining funds on deposit in the Liquidity Reserve Account (including investment earnings or income) and deposit such funds into the Collection Account. On the Termination Date, the Indenture Trustee shall, based on the information set forth in the related Monthly Servicer Report, withdraw any remaining funds on deposit in the Liquidity Reserve Account (including investment earnings or income) and pay such amount to the Issuer. On the Facility Termination Date, the Indenture Trustee shall withdraw any remaining funds on deposit in the Liquidity Reserve Account

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(including investment earnings or income) and deposit such funds into the Collection Account.

Section 5.04 Collection Account

. (a) The Issuer shall cause to be deposited into the Collection Account, on each Business Day, all amounts in the Lockbox Account (other than the Lockbox Bank Retained Balance or any Marketable REC proceeds inadvertently deposited therein) from Obligors or otherwise paid in respect of the Conveyed Property. The Issuer shall cause all other amounts required to be deposited therein pursuant to the Transaction Documents, to be deposited within one Business Day of receipt thereof. The Issuer may also, from time to time, deposit into the Collection Account capital contributions made to it by its parent. The Indenture Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) monthly statements on all amounts received in the Collection Account to the Issuer and the Servicer.

(b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for or any Marketable REC proceeds inadvertently deposited therein and for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Payment Date upon certification by the Servicer of such amounts; provided, however , that the Servicer must provide such certification within three months of such mistaken deposit, posting or returned check.

(c) The Issuer may withdraw funds from the Collection Account on any date during the cure period set forth in Section 9.01(k) to pay either or both Class A Noteholders or Class B Noteholders an amount of principal on its related Notes in order to prevent the occurrence of an Event of Default under Section 9.01(k).

(d) In accordance with the Account Control Agreement, to the extent that the balances on deposit in the Lockbox Account are insufficient to reimburse the Lockbox Bank for any Returned Items or Settlement Items (each as defined in the Account Control Agreement), upon demand from the Lockbox Bank of the reimbursement amount (with confirmation from the Servicer), the Indenture Trustee shall withdraw from the Collection Account and remit to the Lockbox Bank the lesser of collected funds that are cleared funds on deposit in the Collection Account and such reimbursement amount.

Section 5.05 Distribution of Funds in the Collection Account

(a) On each Payment Date, Available Funds shall be distributed by the Indenture Trustee, based solely on the information set forth in the related Monthly Servicer Report, in the following order and priority of payments (the " Priority of Payments "):

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(i) on a pari passu basis (a) to the Hedge Counterparty under each Hedge Agreement, the payment of all amounts which are due and payable by the Issuer to the Hedge Counterparty on such date (other than fees, expenses, termination payments, indemnification payments, tax payments or other similar amounts), pursuant to the terms of each Hedge Agreement (net of all amounts which are due and payable by the Hedge Counterparty to the Issuer on such date pursuant to the terms of the Hedge Agreement) and (b) to the Indenture Trustee, the Indenture Trustee Fee and any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates plus certain extraordinary out-of-pocket expenses of the Indenture Trustee incurred and not reimbursed in connection with its obligations and duties under the Indenture; provided that payments to the Indenture Trustee as reimbursement for any such expenses will be limited to $[***] and the Capped Expense Amount per calendar year as long as no Event of Default has occurred, and the Notes have not been accelerated, or the Trust Estate sold, pursuant to the Indenture;

(ii) on a pari passu basis (a) to the Manager, the Manager Fee, plus any accrued and unpaid Manager Fees with respect to prior Payment Dates, and (b) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates;

(iii) to the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees with respect to prior Payment Dates;

(iv) to the Transition Service Provider, the Transition Service Provider Fee, and the Transition Service Provider Expenses, plus any accrued and unpaid Transition Service Provider Fees with respect to prior Payment Dates;

(v) to the Class A Noteholders, the Class A Interest Distribution Amount and Unused Fees for such Payment Date;

(vi) to the Class B Noteholders, the Class B Interest Distribution Amount and Unused Fees for such Payment Date;

(vii) to the Hedge Counterparty under each Hedge Agreement, the payment of all termination payments which arose due to a default by the Issuer under such Hedge Agreement and are due and payable by the Issuer to such Hedge Counterparty on such date, pursuant to the terms of the applicable Hedge Agreement;

(viii) during the Revolving Period, in the following order: (A) to the Class A Noteholders, the Class A Principal Distribution Amount and (B) to the Class B Noteholders, the Class B Principal Distribution Amount;

(ix) following the expiration of the Revolving Period, in the following order: (A) to the Class A Notes until the Outstanding Note Balance of the Class A

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Notes has been reduced to zero and then (B) to the Class B Notes until the Outstanding Note Balance of the Class B Notes has been reduced to zero;

(x) to the Hedge Counterparty under each Hedge Agreement, the payment of all termination payments which arose due to a default by the Hedge Counterparty under such Hedge Agreement and all fees, expenses, indemnification payments, tax payments and other amounts (to the extent not previously paid hereunder) which are due and payable by the Issuer to such Hedge Counterparty on such date, pursuant to the terms of the Hedge Agreement;

(xi) to the Liquidity Reserve Account, the lesser of (A) all remaining Available Funds and (B) an amount equal to (1) the Liquidity Reserve Account Required Balance minus (2) the amount on deposit in the Liquidity Reserve Account on such Payment Date;

(xii) to the Inverter Replacement Reserve Account, the Inverter Replacement Reserve Deposit;

(xiii) to the Noteholders, any NPA Costs plus any accrued and unpaid NPA Costs from prior Payment Dates;

(xiv) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above;

(xv) to the Manager, any Manager Extraordinary Expenses not previously paid;

(xvi) to or at the direction of the Issuer, any remaining Available Funds on deposit in the Collection Account.

Section 5.06 [Reserved]

Section 5.07 Note Payments

. (a) The Indenture Trustee shall pay from amounts on deposit in the Collection Account in accordance with the Monthly Servicer Report and Section 5.05 to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five Business Days prior to related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder's Notes.

(b) In the event that any withholding tax is imposed on the Issuer's payment (or allocations of income) to a Noteholder, such withholding tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Indenture

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Trustee or Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the applicable Noteholder any such withholding tax in appropriate proceedings, and withholding payment of such withholding tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Issuer, Indenture Trustee or the Paying Agent (at the direction of the Issuer) and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred. For the avoidance of doubt, the foregoing provisions of this Section 5.07(b) are subject to the provisions in Section 4.2 of the Note Purchase Agreement regarding the Issuer’s obligation to pay additional amounts to the recipients.

(c) Each Noteholder, by its acceptance of its Note, will be deemed to have consented to the provisions of Section 5.05(a) relating to the Priority of Payments.

(d) For purposes of U.S. federal income, state and local income and franchise taxes, each Noteholder and beneficial owner of a Note, by its acceptance of its Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness, and (ii) treat the Grant of the Trust Estate by the Issuer to the Indenture Trustee pursuant to this Indenture as a pledge.

(e) Each holder of a Note or a beneficial interest therein, by acceptance of such Note or such beneficial interest in such Note, will be deemed to have agreed to provide the Indenture Trustee, any Paying Agent or the Issuer, upon request, with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee or Paying Agent has the right to withhold the FATCA Withholding Tax from any amount of interest or other amounts (without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the foregoing requirements. The Issuer agrees to provide to the Indenture Trustee copies of any Noteholder Tax Identification Information and any Noteholder FATCA Information received by the Issuer from any Noteholder or from any holder of an interest in a Note.

Section 5.08 Statements to Noteholders; Tax Returns

. Within 30 days after the end of each calendar year, the Issuer shall cause the Indenture Trustee to furnish to each Person

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who at any time during such calendar year was a Noteholder of record and received any payment thereon (a) a report as to the aggregate of amounts paid during such calendar year to each such Noteholder allocable to principal, interest or other amounts for such calendar year or applicable portion thereof during which such Person was a Noteholder and (b) such information required by the Code, to enable such Noteholders to prepare their U.S. federal and state income tax returns. The obligation of the Indenture Trustee set forth in this paragraph shall be deemed to have been satisfied to the extent that information shall be provided by the Indenture Trustee, in the form of Form 1099 or other comparable form, pursuant to any requirements of the Code.

The Issuer shall cause the Servicer, at the Servicer 's expense, to cause a firm of Independent Accountants to prepare any tax returns required to be filed by the Issuer. The Indenture Trustee, upon reasonable written request, shall furnish the Issuer and/or Servicer with all such information in the possession of the Indenture Trustee as may be reasonably required in connection with the preparation of any tax return of the Issuer.

Section 5.09 Reports by Indenture Trustee

. Within five Business Days after the end of each Collection Period, the Indenture Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) to the Servicer a written report setting forth the amounts in the Collection Account, the Liquidity Reserve Account and the Inverter Replacement Reserve Account, and the identity of the investments included therein. Without limiting the generality of the foregoing, the Indenture Trustee shall, upon the written request of the Servicer, promptly transmit or make available electronically to the Servicer, copies of all accountings of, and information with respect to, the Collection Account, the Liquidity Reserve Account and the Inverter Replacement Reserve Account, investments thereof, and payments thereto and therefrom.

Section 5.10 Final Balances

. Upon payment of all principal and interest with regard to the Notes, all other amounts due to the Noteholders as expressly provided for in the Transaction Documents and payment of all reasonable fees, charges and other expenses, such as fees and expenses of the Indenture Trustee, all moneys remaining in all Accounts (other than the Lockbox Account), except moneys necessary to make payments equal to such amounts and payments of principal and interest with respect to the Notes, which moneys shall be held and disbursed by the Indenture Trustee pursuant to this Article 5, shall be remitted to, or at the direction of, the Issuer.

Article 6

Voluntary Prepayment of Notes and Release of Collateral

Section 6.01 Voluntary Prepayment

. (a) Each Class of Notes may be prepaid, in whole or in part (such prepayment, a "Voluntary Prepayment" ), prior to its Maturity Date, at the option of the Issuer on any Business Day, upon (i) delivery to the Indenture Trustee and the Servicer, not less than five Business Days prior to the date fixed for the proposed prepayment (the "Voluntary Prepayment Date" ), of a Notice of Prepayment from the Issuer stating the Issuer's election to prepay the Notes or portion thereof in the form attached hereto as Exhibit B,

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and (ii) the deposit by the Issuer into the Collection Account, in the case of any Voluntary Prepayment in whole, no later than 1:00 P.M. (New York City time) on such Voluntary Prepayment Date, or in the case of any Voluntary Prepayment in part, no later than 1:00 P.M. (New York City time) on the Business Day prior to such Voluntary Prepayment Date, of (A) the outstanding principal of the Notes to be prepaid, (B) all accrued and unpaid interest thereon, (C) all Liquidation Fees, if any, and (D) all amounts owed to the Indenture Trustee, the Manager, the Servicer, the Transition Service Provider and the Custodian (the "Prepayment Amount" ); provided that the Indenture Trustee has received the Prepayment Amount, in the case of any Voluntary Prepayment in whole, no later than 1:00 P.M. (New York City time) on such Voluntary Prepayment Date, or in the case of any Voluntary Prepayment in part, no later than 1:00 P.M. (New York City time) on the Business Day prior to such specified Voluntary Prepayment Date, the Indenture Trustee shall (x) withdraw the Prepayment Amount from the Collection Account and disburse such amounts in accordance with the Priority of Payments and (y) to the extent the Outstanding Note Balance is prepaid, release any remaining assets in the Trust Estate to, or at the direction of, the Issuer.

(b) [Reserved].

(c) If the Issuer elects to rescind the Voluntary Prepayment, it must give written notice of such determination at least two Business Days prior to the Voluntary Prepayment Date. If a redemption of the notes has been rescinded pursuant to this Section 6.01(c), the Indenture Trustee shall provide notice of such rescission to the registered owner of each Note which had been subject to the rescinded redemption at the address shown on the Note Register maintained by the Note Registrar with copies to the Issuer, the Originator and the Administrative Agent.

Section 6.02 Notice of Voluntary Prepayment

. Any Notice of Voluntary Prepayment shall be given by the Indenture Trustee by mailing a copy of the notice of prepayment by first-class mail (postage prepaid) not less than five days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the Note Register maintained by the Note Registrar with copies to the Issuer, the Servicer and the Administrative Agent. Failure to give or receive such notice of prepayment by mailing to any Noteholder, or any defect therein, shall not affect the validity of any proceedings for the prepayment of other Notes. If a Voluntary Prepayment has been rescinded pursuant to Section 6.01(c), and to the extent the Indenture Trustee had provided notice of the Voluntary Prepayment, the Indenture Trustee shall provide notice of such rescission to the registered owner of each Note which had been subject to the rescinded Voluntary Prepayment at the address shown on the Note Register maintained by the Note Registrar with copies to the Issuer, the Servicer and the Administrative Agent.

Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the registered owner of such Notes receives the notice.

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Section 6.03 [Reserved]

Section 6.04 Cancellation of Notes

. All Notes which have been paid in full or retired or received by the Indenture Trustee for exchange shall not be reissued but shall be canceled and destroyed in accordance with its customary procedures.

Section 6.05 Release of Collateral

. (a) The Indenture Trustee shall, on or after the Termination Date, release any remaining portion of the Trust Estate from the Lien created by this Indenture and shall deposit in the Collection Account any funds then on deposit in any other Account. The Indenture Trustee shall release property from the Lien created by this Indenture pursuant to this Section 6.05(a) only upon receipt by the Indenture Trustee of an Issuer Order accompanied by an Officer's Certificate.

(b) The Issuer shall be entitled to obtain a release from the Lien of this Indenture for any Defective Solar Loan for which the Originator paid the related Repurchase Price or for any Defaulted Solar Loan repurchased pursuant to Section 7 of the Sale and Contribution Agreement at any time after (i) a payment by the Originator of the Repurchase Price of such Solar Loan and the deposit of such payment into the Collection Account and (ii) receipt by the Indenture Trustee of an Officer's Certificate of the Originator certifying: (A) as to the identity of the Solar Loan to be released, (B) that the amount deposited into the Collection Account with respect thereto equals Repurchase Price of such Solar Loan and (3) that all conditions in the Transaction Documents with respect to the release of such Solar Loan from the Lien of this Indenture have been met.

(c) Upon satisfaction of the conditions specified in subsection (b), the Indenture Trustee shall release from the Lien of this Indenture and deliver to or upon the order of the Issuer (or to or upon the order of the Originator if it has satisfied its respective obligations under Sections 7(a) or 7(b) of the Sale and Contribution Agreement, as applicable, with respect to a Solar Loan) the applicable Solar Loan and the related Custodian File. Upon the order of the Issuer, the Indenture Trustee shall authorize a UCC financing statement prepared by the Servicer evidencing such release. The Servicer shall file any such authorized UCC financing statements.

(d) If the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 6.01, the Issuer shall notify the Indenture Trustee and the Administrative Agent in writing of the Voluntary Prepayment Date and the principal amount of the Notes to be prepaid on the Voluntary Prepayment Date and the amount of interest and other amounts due and payable on such date in accordance with this Indenture and the Note Purchase Agreement. On the Voluntary Prepayment Date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and Section 2.4(a) of the Note Purchase Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the following paragraphs, then, the Indenture Trustee shall release from the Lien of this Indenture those Solar Loans and the Conveyed Property in connection therewith, all monies due or to become due with respect thereto and all Receivables with respect thereto from and

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including the last day of the Collection Period immediately preceding such date of release which the Indenture Trustee is directed to release as described as follows:

(i) The Issuer shall provide to the Indenture Trustee a list of the Solar Loans which are to be released, shall direct the Indenture Trustee to release such Solar Loans, and shall direct the Servicer to delete such Solar Loans from the Schedule of Solar Loans.

(ii) In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of the Solar Loans to be released, the following conditions shall be met before the Lien is released under this Section 6.05(d):

(A) after giving effect to such release, the Aggregate Outstanding Note Balance will not exceed the Total Borrowing Base, the Outstanding Note Balance of the Class A Notes will not exceed the Class A Borrowing Base and the Outstanding Note Balance of the Class B Notes will not exceed the Class B Borrowing Base; and

(B) each of the Issuer and the Servicer shall have delivered to the Administrative Agent a certificate to the effect that the Solar Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders and that the release of such Solar Loans would not reasonably be expected to cause an Amortization Event or Event of Default.

Article 7

The Indenture Trustee

Section 7.01 Duties of Indenture Trustee

. (a) If the Indenture Trustee has received notice pursuant to Section 7.02(a), or a Responsible Officer of the Indenture Trustee shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the occurrence and continuance of such an Event of Default:

(i) The Indenture Trustee need perform only those duties that are specifically set forth in this Indenture and any other Transaction Document to which it is a party and no others, and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture or any other Transaction Document.

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(ii) In the absence of negligence or bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture or any other Transaction Document. The Indenture Trustee shall, however, examine such certificates and opinions to determine whether they conform on their face to the requirements of this Indenture or any other Transaction Document, but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions.

(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) This paragraph does not limit the effect of subsection (b) of this Section 7.01.

(ii) The Indenture Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer or other officers of the Indenture Trustee, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

(iii) The Indenture Trustee shall not be personally liable with respect to any action it takes, suffers or omits to take in good faith in accordance with a direction received by it from the Administrative Agent in accordance with this Indenture or any other Transaction Document or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture or any other Transaction Document.

(iv) Except as otherwise provided in Section 3.05(b), the Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or to maintain the perfection of any security interest in the Trust Estate or in any item comprising the Conveyed Property.

(d) No provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. In having reasonable grounds for believing that such repayment or indemnity is not assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the

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likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to Sections 7.07 and 5.05.

(e) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co‑trustee or separate trustee appointed by the Issuer and the Indenture Trustee pursuant to Section 7.13.

(f) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Indenture Trustee resulting from any loss experienced on any item comprising the Conveyed Property.

(g) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or any other Transaction Document or with the Indenture Trustee's duties hereunder or that adversely affect its rights and immunities hereunder.

(h) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under ERISA.

(i) With respect to all Solar Loans and any related part of the Trust Estate released from the Lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Issuer in writing, within the time period set forth herein, all the Indenture Trustee's right, title and interest in and to such assets, such assignment being in the form as prepared by the Servicer or the Issuer and acceptable to the Indenture Trustee. Such Person will thereupon own such Solar Loan and related rights appurtenant thereto free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto. The Servicer or the Issuer will also prepare and the Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Solar Loan and the related assets.

Section 7.02 Notice of Default, Manager Termination Event, Servicer Event of Default or Event of Default

. The Indenture Trustee shall not be required to take notice of or be deemed to have notice or knowledge of any Default, Manager Termination Event, a Servicer Event of Default or Event of Default, unless specifically notified in writing at the address set forth in Section 12.04 or until a Responsible Officer of the Indenture Trustee shall have acquired actual knowledge of a Default, a Manager Termination Event, a Servicer Event of Default or an Event of Default. In the absence of receipt of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no Default, Event of Default, Servicer Event of Default or Manager Termination Event. If written notice of the existence of a Default, an Event of Default, a Servicer Event of Default or a Manager Termination Event has been delivered to a Responsible Officer of the Indenture Trustee or a Responsible Officer of the Indenture Trustee has actual knowledge thereof, the Indenture Trustee shall promptly provide paper or electronic notice thereof to the Issuer, the Administrative Agent and each Noteholder, but in any event, no

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later than five days after such knowledge or notice occurs. Upon discovery by the Indenture Trustee of the occurrence of a Default, a Manager Termination Event, a Servicer Event of Default or an Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Noteholders, the Administrative Agent, the Manager, the Servicer and the Issuer.

Section 7.03 Rights of Indenture Trustee

. (a) The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any document.

(b) Before the Indenture Trustee takes any action or refrains from taking any action under this Indenture or any other Transaction Document, it may require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel.

(c) The Indenture Trustee shall not be personally liable for any action it takes or omits to take or any action or inaction it believes in good faith to be authorized or within its rights or powers.

(d) Except as provided in Section 7.01(b), the Indenture Trustee shall not be bound to make any investigation into the facts of matters stated in any reports, certificates, payment instructions, opinion, notice, order or other paper or document unless a Responsible Officer of the Indenture Trustee has actual knowledge to the contrary.

(e) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney, custodian or nominee appointed by it hereunder with due care. The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to any Transaction Document shall be full and complete authorization and protection from liability with respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with such advice or opinion of counsel.

(f) The Indenture Trustee shall not be required to give any bond or surety with respect to the execution of this Indenture or the powers granted hereunder.

(g) The Indenture Trustee shall not be responsible for the acts or omissions of the Issuer or the Custodian.

(h) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of the

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Administrative Agent, pursuant to the provisions of this Indenture, unless the Indenture Trustee shall have been offered security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.

(i) The Indenture Trustee shall have no duty (i) to maintain or monitor any insurance or (ii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate.

(i) The delivery of reports or other documents to the Indenture Trustee shall not constitute actual or constructive knowledge or notice of information contained in those documents. The Indenture Trustee shall not have actual notice of any default unless a Responsible Officer receives actual written notice of such default.

Section 7.04 Not Responsible for Recitals, Issuance of Notes or Application of Moneys as Directed

. The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations with respect to the Trust Estate or as to the validity or sufficiency of the Trust Estate or this Indenture or any other Transaction Document or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes. Subject to Section 7.01(b), the Indenture Trustee shall not be liable to any Person for any money paid to the Issuer upon an Issuer Order, Servicer instruction or order or direction provided in a Monthly Servicer Report contemplated by this Indenture or any other Transaction Document.

Section 7.05 May Hold Notes

. The Indenture Trustee or any agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Originator, the Servicer or the Manager or any Affiliate of the Issuer, the Originator, the Servicer or the Manager with the same rights it would have if it were not Indenture Trustee or other agent.

Section 7.06 Money Held in Trust

. The Indenture Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer and except to the extent of income or other gain on investments which are obligations of the Indenture Trustee hereunder.

Section 7.07 Compensation and Reimbursement

. (a) The Issuer agrees:

(i) to pay the Indenture Trustee, in accordance with and subject to the Priority of Payments, the Indenture Trustee Fee. The Indenture Trustee's compensation shall not be limited by any law with respect to compensation of a trustee of an express trust and the payments to the Indenture Trustee provided by Article 5 shall constitute payments due with respect to the applicable fee agreement or letter;

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(ii) in accordance with and subject to the Priority of Payments, to reimburse the Indenture Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and counsel and allocable costs of in‑house counsel); provided, however , in no event shall the Issuer pay or reimburse the Indenture Trustee or the agents or counsel, including in‑house counsel of either, for any expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with any negligent action or negligent inaction or willful misconduct on the part of the Indenture Trustee;

(iii) to indemnify the Indenture Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Indenture Trustee arising out of, or in connection with, the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim in connection with the exercise or performance of any of its powers or duties hereunder; provided, however , that:

(A) with respect to any such claim the Indenture Trustee shall have given the Issuer, the Originator, the Servicer and the Manager written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof, provided, that failure to notify shall not relieve the parties of their obligations hereunder;

(B) notwithstanding anything to the contrary in this Section 7.07(a)(iii) , none of the Issuer, the Originator, the Servicer or the Manager shall be liable for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, the Originator, the Servicer or the Manager, as the case may be; and

(C) the Indenture Trustee, its officers, directors, employees and agents, as a group, shall be entitled to counsel separate from the Issuer, the Originator, the Servicer and the Manager; to the extent the Issuer's, the Originator's, the Servicer's and the Manager's interests are not adverse to the interests of the Indenture Trustee, its officers, directors, employees or agents, the Indenture Trustee may agree to be represented by the same counsel as the Issuer, the Originator, the Servicer and the Manager.

Such payment obligations and indemnification shall survive the resignation or removal of the Indenture Trustee as well as the discharge hereof. The Indenture Trustee's expenses are intended as expenses of administration.

Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential loss or damage of any

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kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b) The Indenture Trustee shall, on each Payment Date, in accordance with the Priority of Payments set forth in Section 5.05, deduct payment of its fees and expenses hereunder from moneys in the Collection Account.

(c) The Issuer agrees to assume and to pay, and to indemnify, defend and hold harmless the Indenture Trustee and the Noteholders from any taxes which may at any time be asserted with respect to, and as of the date of, the Grant of the Trust Estate to the Indenture Trustee, including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes and costs, expenses and reasonable counsel fees and expenses in defending against the same.

Section 7.08 Eligibility; Disqualification

. The Indenture Trustee shall always have a combined capital and surplus as stated in Section 7.09, and shall always be a bank or trust company with corporate trust powers organized under the laws of the United States or any State thereof which is a member of the Federal Reserve System and shall be rated at least "A-" by S&P.

Section 7.09 Indenture Trustee's Capital and Surplus

. The Indenture Trustee and/or its parent shall at all times have a combined capital and surplus of at least $100,000,000. If the Indenture Trustee publishes annual reports of condition of the type described in Section 310(a)(2) of the Trust Indenture Act of 1939, as amended, its combined capital and surplus for purposes of this Section 7.09 shall be as set forth in the latest such report.

Section 7.10 Resignation and Removal; Appointment of Successor

. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Section 7.10 shall become effective until the acceptance of appointment by the successor Indenture Trustee under Section 7.11.

(b) The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer and the Servicer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed at any time by the Administrative Agent upon 30 days' prior written notice, delivered to the Indenture Trustee, with copies to the Servicer and the Issuer.

(d) (i) If at any time the Indenture Trustee shall cease to be eligible under Section 7.08 or 7.09 or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property

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or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Issuer with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), by an Issuer Order, the Indenture Trustee may be removed.

(i) If the Indenture Trustee shall be removed pursuant to Section 7.10(c) or Section 7.10(d) and no successor Indenture Trustee shall have been appointed pursuant to Section 7.10(e) and accepted such appointment within 30 days of the date of removal, the removed Indenture Trustee may petition any court of competent jurisdiction for appointment of a successor Indenture Trustee acceptable to the Issuer.

(e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), by an Issuer Order shall promptly appoint a successor Indenture Trustee.

(f) The Issuer shall give to the Administrative Agent and the Noteholders notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

(g) The provisions of this Section 7.10 shall apply to any co‑trustee or separate trustee appointed by the Issuer and the Indenture Trustee pursuant to Section 7.13.

Section 7.11 Acceptance of Appointment by Successor

. (a) Every successor Indenture Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee. Notwithstanding the foregoing, on request of the Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of its fees, expenses and other charges, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder. Upon request of any such successor Indenture Trustee, the Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

(b) No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under Sections 7.08 and 7.09.

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(c) Notwithstanding the replacement of the Indenture Trustee, the obligations of the Issuer pursuant to Section 7.07(a)(iii) and (c) and the Indenture Trustee's protections under this Article 7 shall continue for the benefit of the retiring Indenture Trustee.

Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee

. Any corporation or national banking association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or national banking association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or national banking association succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder if such corporation, bank, trust company or national banking association shall be otherwise qualified and eligible under Section 7.08 and 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Indenture Trustee shall provide the Administrative Agent written notice of any such transaction. In case any Notes have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had authenticated such Notes.

Section 7.13 Co-trustees and Separate Indenture Trustees

. (a) At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint and, upon the written request of the Indenture Trustee, the Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Indenture Trustee either to act as co‑trustee, jointly with the Indenture Trustee, of all or any part of the Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.13. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee alone shall have power to make such appointment. Any Person so appointed shall assume the obligations of the Indenture Trustee hereunder in full.

(b) Should any written instrument from the Issuer be required by any co‑trustee or separate trustee so appointed for more fully confirming to such co‑trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer.

(c) Every co‑trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

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(i) The Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder with respect to the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely by the Indenture Trustee.

(ii) The rights, powers, duties and obligations hereby conferred or imposed upon the Indenture Trustee with respect to any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such co‑trustee or separate trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such co‑trustee or separate trustee.

(iii) The Indenture Trustee at any time, by an instrument in writing executed by it, may accept the resignation of, or remove, any co‑trustee or separate trustee appointed under this Section 7.13. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co‑trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13.

(iv) No co‑trustee or separate trustee hereunder shall be financially or otherwise liable by reason of any act or omission of the Indenture Trustee, or any other such trustee hereunder, and the Indenture Trustee shall not be financially or otherwise liable by reason of any act or omission of any co‑trustee or other such separate trustee hereunder.

(v) Any notice, request or other writing delivered to the Indenture Trustee shall be deemed to have been delivered to each such co‑trustee and separate trustee.

(vi) Any separate trustee or co-trustee may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or with respect to this Indenture on its behalf and in its name. The Indenture Trustee shall not be responsible for any action or inaction of any such separate trustee or co-trustee chosen by it with due care. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estate, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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Section 7.14 Books and Records

. The Indenture Trustee agrees to provide to the Noteholders the right during normal business hours upon two days' prior notice in writing to inspect its books and records insofar as the books and records relate to the functions and duties of the Indenture Trustee pursuant to this Indenture.

Section 7.15 Control

. Upon the Indenture Trustee being adequately indemnified in writing to its satisfaction, the Administrative Agent shall have the right to direct the Indenture Trustee with respect to any action or inaction by the Indenture Trustee hereunder, the exercise of any trust or power conferred on the Indenture Trustee, or the conduct of any proceeding for any remedy available to the Indenture Trustee with respect to the Notes or the Trust Estate and by their acceptance of the Notes and pursuant to the terms of the Note Purchase Agreement, the Noteholders acknowledge and agree that, except as set forth in Section 9.07, the Administrative Agent shall have such right to direct the Indenture Trustee, provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Indenture Trustee to financial or other liability (for which it has not been adequately indemnified);

(b) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction; and

(c) except as expressly provided otherwise herein (but only with the prior consent of or at the direction of the Administrative Agent), the Indenture Trustee shall have the authority to take any enforcement action which it reasonably deems to be necessary to enforce the provisions of this Indenture.

Section 7.16 Suits for Enforcement

. If an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, shall occur and be continuing, the Indenture Trustee may (in its discretion with the prior written consent of the Administrative Agent) and shall, at the direction of the Administrative Agent, (provided that the Indenture Trustee is adequately indemnified in writing to its satisfaction), proceed to protect and enforce its rights and the rights of any Noteholders under this Indenture by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee or any Noteholders, but in no event shall the Indenture Trustee be liable for any failure to act in the absence of direction the Administrative Agent.

Section 7.17 Compliance with Applicable Anti-Terrorism and Anti‑Money Laundering Regulations

. In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with Indenture Trustee. Accordingly, each of the parties agrees to provide to Indenture Trustee upon its request from

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time to time such identifying information and documentation as may be available for such party in order to enable Indenture Trustee to comply with applicable law.

Section 7.18 Authorization

. The Indenture Trustee is hereby authorized and directed to execute, deliver and perform its obligations under and make the representations contained in the Account Control Agreement on the Closing Date. The Noteholders, by their acceptance of such Notes, acknowledge and agree that the Indenture Trustee shall execute, deliver and perform its obligations under the Account Control Agreement and shall do so solely in its capacity as Indenture Trustee and not in its individual capacity. Furthermore, the Noteholders, by their acceptance of such Notes acknowledge and agree that the Indenture Trustee shall have no obligation to take any action pursuant to the Account Control Agreement unless directed to do so by the Administrative Agent.

Article 8

trust Estate

Section 8.01 Acquisition of Solar Loans

. The Issuer covenants that, except as provided in Section 8.02, it shall only acquire Solar Loans in accordance with the provisions of the Sale and Contribution Agreement and, without limiting the generality of the Granting Clause set forth herein, upon any such acquisition, such Solar Loans shall be deemed to be a part of the Trust Estate.

Section 8.02 Additional Solar Loans

. (a) Subject to the limitations and conditions specified in this Section 8.02, the Issuer may from time to time identify Additional Solar Loans that are Eligible Solar Loans to be acquired by or Granted to the Issuer on a Funding Date. Such Additional Solar Loans and the related assets shall be included in the Trust Estate as provided herein.

(b) The acquisition or Grant of the Additional Solar Loans shall be subject to the satisfaction of the following conditions:

(i) all conditions precedent in Section 2.2 of the Note Purchase Agreement related to an Increase in the Outstanding Note Balance shall have been satisfied;

(ii) the Issuer and the Indenture Trustee shall execute a Supplemental Grant substantially in the form of Exhibit D hereto;

(iii) the Revolving Period is still in effect, and no Amortization Event, Default, or Event of Default, shall have occurred and be continuing on such Funding Date and no Amortization Event, Default, or Event of Default would occur after giving effect to the addition of the Solar Loans;

(iv) on or prior to the Funding Date, the Custodian shall have possession of the related Custodian Files and shall have delivered a Certification

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therefor with no exceptions thereto in accordance with the provisions of the Custodial Agreement;

(v) the Issuer shall have taken any actions necessary or advisable to maintain the Indenture Trustee's perfected security interest in the Trust Estate (including in such Additional Solar Loans) for the benefit of the Noteholders;

(vi) each Additional Solar Loan shall be an Eligible Solar Loan;

(vii) the Issuer shall execute and deliver to the Indenture Trustee and the Administrative Agent a Funding Date Certificate in the form of Exhibit E hereto; and

(viii) all conditions precedent in Section 5 of the Sale and Contribution Agreement related to the sale of Additional Solar Loans shall have been satisfied.

(c) Notwithstanding anything to the contrary in the Transaction Documents, the Issuer may on any date during the cure period set forth in Section 9.01(k) (which date shall be deemed a Funding Date) acquire and Grant Additional Solar Loans, so long as the following conditions are satisfied:

(i) the Issuer and the Indenture Trustee shall execute a Supplemental Grant substantially in the form of Exhibit D hereto;

(ii) the Revolving Period is still in effect, and no Amortization Event, Default, or Event of Default, shall have occurred and be continuing on such Funding Date (other than the Default under Section 9.01(k) to be cured by such Grant), and no Amortization Event, Default, or Event of Default would occur after giving effect to the addition of the Solar Loans;

(iii) on or prior to the deemed Funding Date, the Custodian shall have possession of the related Custodian Files and shall have delivered a Certification therefor in accordance with the provisions of the Custodial Agreement;

(iv) the Issuer shall have taken any actions necessary or advisable to maintain the Indenture Trustee's perfected security interest in the Trust Estate (including in such Additional Solar Loans) for the benefit of the Noteholders;

(v) each Additional Solar Loan shall be an Eligible Solar Loan;

(vi) the Issuer shall execute and deliver to the Indenture Trustee and the Administrative Agent a Cure Certificate in the form of Exhibit F hereto; and

(vii) after giving effect to the acquisition and Grant of such Additional Solar Loans, the Outstanding Note Balance of the Class A Notes shall not exceed

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the Class A Borrowing Base and the Outstanding Note Balance of the Class B Notes shall not exceed the Class B Borrowing Base; and

(viii) all conditions precedent in Section 5 of the Sale and Contribution Agreement (other than Section 5(e) of the Sale and Contribution Agreement) related to the sale of Additional Solar Loans shall have been satisfied.

Article 9

Event of Default

Section 9.01 Events of Default

. The occurrence of any of the following events shall constitute an " Event of Default " hereunder:

(a) a default in the payment of any amount due by the Issuer under the Transaction Documents (other than the failure to reduce the Aggregate Outstanding Note Balance to zero on the Facility Termination Date), which default shall not have been cured after three Business Days;

(b) the failure to reduce the Aggregate Outstanding Note Balance to zero on the Facility Termination Date; or

(c) the Issuer or FinCo shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, marshaling of assets and liabilities or similar proceedings or relating to the Issuer or FinCo or relating to all or substantially all of the property of the Issuer or FinCo, as applicable, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, marshaling of assets and liabilities or similar proceedings shall have been entered against the Issuer or FinCo; or the Issuer or FinCo shall admit in writing its inability to pay all or substantially all of its debts generally as they become due, file (or have filed against it) a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute or make an assignment of all or substantially all of its property for the benefit of its creditors;

(d) the failure of the Issuer to observe or perform any covenant or obligation of the Issuer set forth in this Indenture (other than the failure to make any required payment with respect to the Notes), which has not been cured within 30 days from the date of receipt by the Issuer of written notice from the Indenture Trustee or the Administrative Agent of such breach or default, or the failure of the Issuer to deposit into the Collection Account all amounts required to be deposited therein by the required deposit date;

(e) any representation, warranty or statement of the Issuer (other than representations and warranties as to whether a Solar Loan is an Eligible Solar Loan) contained in the Transaction Documents or any report, document or certificate delivered by the Issuer pursuant to the foregoing agreements shall prove to be incorrect in any

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material respect as of the time when the same shall have been made and, within 30 days after written notice thereof shall have been given to the Indenture Trustee and the Issuer by the Servicer, the Indenture Trustee or the Administrative Agent, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured (which cure may be effected by payment of an indemnity claim) or waived by the Administrative Agent, acting at the direction of the Majority Facility Investors;

(f) the failure for any reason of the Indenture Trustee to have a first priority perfected security interest in the Trust Estate in favor of the Indenture Trustee (subject to Permitted Liens);

(g) the Issuer becomes subject to registration as an "investment company" under the 1940 Act;

(h) the Issuer becomes classified as an association or publicly traded partnership that is taxable as a corporation for U.S. federal or state income tax purposes;

(i) failure by the Originator to pay the Repurchase Price for a Defective Solar Loan in accordance with the Sale and Contribution Agreement;

(j) there shall remain in force, undischarged, unsatisfied, and unstayed for more than 30 consecutive days, any final non-appealable judgment in the amount of $[***] or more against the Issuer not covered by insurance;

(k) the Outstanding Note Balance of the Class A Notes exceeds the Class A Borrowing Base or the Outstanding Note Balance of the Class B Notes exceeds the Class B Borrowing Base, each as of the related Payment Date, and the Issuer fails within two Business Days of such Payment Date to either (i) pay an amount of principal on such Class of Notes equal to such excess or (ii) Grant additional Solar Loans such that the Outstanding Note Balance of the Class A Notes does not exceed the Class A Borrowing Base and/or the Outstanding Note Balance of the Class B Notes does not exceed the Class B Borrowing Base, as applicable;

(l) the failure to maintain Hedge Agreements satisfying the Hedge Requirements and such failure continues for five Business Days or any Hedge Counterparty ceases to be a Qualified Hedge Counterparty and such Hedge Counterparty is not replaced with a Qualified Hedge Counterparty within ten Business Days;

(m) this Indenture or any other Transaction Document described in clause (a) of the definition thereof shall (except in accordance with its terms), in whole or in part, cease to be (i) in full force and effect and/or (ii) the legally valid, binding and enforceable obligation of any SolarCity Entity party thereto; or

(n) any default in the payment of any amount due by the Parent under the Parent Guaranty, which default shall not have been cured after three Business Days; or

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(o) the failure of the Parent to observe or perform any covenant or obligation of the Parent set forth in the Parent Guaranty (other than failure to make any required payment), which has not been cured within 30 days from the earlier of (i) knowledge by the Parent of such failure to perform and (ii) the date of receipt by the Parent of written notice from the Indenture Trustee or the Administrative Agent of such failure to perform.

In the case of any event described in the foregoing subparagraphs, after the applicable grace period set forth in such subparagraphs, if any, the Indenture Trustee shall give written notice to the Noteholders, the Administrative Agent, the Manager, the Servicer and the Issuer that an Event of Default has occurred as of the date of such notice. The Issuer is required to give the Indenture Trustee written notice of the occurrence of any Event of Default immediately after actual knowledge thereof.

Section 9.02 Actions of Indenture Trustee

. If an Event of Default shall have occurred and be continuing hereunder, the Indenture Trustee may, and at the direction of the Administrative Agent shall, do one of the following:

(a) declare the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture and the other Transaction Documents to become immediately due and payable;

(b) at the direction of at least 66-2/3% of the Outstanding Note Balance of the most senior Class of Notes then Outstanding either on its own or through an agent, take possession of and sell the Trust Estate in accordance with the provisions set forth in Section 9.15;

(c) institute proceedings for collection of amounts due on the Notes or under this Indenture by automatic acceleration or otherwise, or if no such acceleration or collection efforts have been made, or if such acceleration or collection efforts have been made, but have been annulled or rescinded, the Indenture Trustee may elect to take possession of the Trust Estate and collect or cause the collection of the proceeds thereof and apply such proceeds in accordance with the applicable provisions of this Indenture;

(d) enforce any judgment obtained and collect any amounts adjudged from the Issuer;

(e) institute any proceedings for the complete or partial foreclosure of the Lien created by the Indenture with respect to the Trust Estate; and

(f) protect the rights of the Indenture Trustee and the Noteholders by taking any appropriate action including exercising any remedy of a secured party under the UCC or any other applicable law.

Notwithstanding the foregoing, upon the occurrence of an Event of Default of the type described in clause (c) of the definition thereof, the entire Aggregate Outstanding Note Balance, all interest accrued and unpaid thereon and all other amounts payable under the Indenture and the other Transaction Documents shall automatically become immediately due and payable.

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Section 9.03 Indenture Trustee May File Proofs of Claim

. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) shall, at the written direction of the Administrative Agent, by intervention in such proceeding or otherwise:

(a) file and prove a claim for the whole amount owing and unpaid with respect to the Notes issued hereunder and file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and of the Noteholders allowed in such proceeding; and

(b) collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 7.07 .

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize and consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment, or composition affecting any of the Notes or the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote with respect to the claim of any Noteholder in any such proceeding.

Section 9.04 Indenture Trustee May Enforce Claim Without Possession of Notes

. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee for the benefit of the Noteholders, and any recovery of judgment shall be applied first, to the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and any other amounts due the Indenture Trustee under Section 7.07 ( provided that, any indemnification by the Issuer under Section 7.07 shall be paid only in the priority set forth in Section 5.05) and second, for the ratable benefit of the Noteholders for all amounts due to such Noteholders.

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Section 9.05 Knowledge of Indenture Trustee

. Any references herein to the knowledge, discovery or learning of the Indenture Trustee shall mean and refer to a Responsible Officer of the Indenture Trustee.

Section 9.06 Limitation on Suits

. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Administrative Agent shall have made written request to the Indenture Trustee to institute Proceedings with respect to such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Indenture Trustee for 30 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such Proceedings; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such 30-day period by the Administrative Agent;

it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

Section 9.07 Unconditional Right of Noteholders to Receive Principal and Interest

. The Holders of the Notes shall have the right, which is absolute and unconditional, subject to the express terms of this Indenture, to receive payment of principal and interest on such Notes, subject to the respective relative priorities provided for in this Indenture, as such principal and interest becomes due and payable from the Trust Estate and to institute Proceedings for the enforcement of any such payment, and such right shall not be impaired except as expressly permitted herein without the consent of such Holders.

Section 9.08 Restoration of Rights and Remedies

. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then, and in every case, the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights

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and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 9.09 Rights and Remedies Cumulative

. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.10 Delay or Omission; Not Waiver

. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 9 or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 9.11 Control by Administrative Agent

. Subject to Article V of the Note Purchase Agreement and the provisions of this Indenture, the Administrative Agent, on behalf of and at the direction of Noteholders, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction Document;

(b) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction; provided, however , that, subject to Section 7.01, the Indenture Trustee need not take any action which a Responsible Officer or Officers of the Indenture Trustee in good faith determines might involve it in personal liability (unless the Indenture Trustee is furnished with the reasonable indemnity referred to in Section 9.11(c)); and

(c) the Indenture Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith.

Section 9.12 Waiver of Certain Events

. The Administrative Agent may, on behalf of the Holders of all the Notes, waive any past Default, Event of Default, Servicer Event of Default or Manager Termination Event, and its consequences, provided, however , with respect to a Default in the payment of principal of or interest on any Note the Administrative Agent shall obtain the consent of the Consenting Lender and Purchaser Groups and/or Non-Conduit

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Committed Purchasers having Applicable Commitment Percentages aggregating more than 51% of each of the Class A Facility Limit and the Class B Facility Limit.

Upon any such waiver, such Default, Event of Default, Servicer Event of Default or Manager Termination Event shall cease to exist, and any Default, Event of Default or Manager Termination Event or other consequence arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default, Event of Default, Servicer Event of Default or Manager Termination Event or impair any right consequent thereon.

Section 9.13 Undertaking for Costs

. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 9.13 shall not apply to any suit instituted by the Indenture Trustee or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Maturity Date expressed in such Note.

Section 9.14 Waiver of Stay or Extension Laws

. The Issuer covenants (to the extent that it may lawfully do so) that it will not, at any time, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 9.15 Sale of Trust Estate

. (a) The power to effect any sale of any portion of the Trust Estate pursuant to this Article 9 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee, acting on its own or through an agent, may from time to time postpone any sale by public announcement made at the time and place of such sale.

(b) The Indenture Trustee shall not, in any private sale, sell to a third party the Trust Estate, or any portion thereof unless the Administrative Agent directs the Indenture Trustee, in writing, to make such sale or unless either (i) the proceeds of such sale or liquidation are sufficient to discharge in full the amounts then due and unpaid upon the Notes for principal and accrued interest and the fees and all other amounts required to be paid pursuant the Priority of Payments or (ii) the Administrative Agent, on behalf of

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100% of the Noteholders, consents thereto; provided, however , that in any case where the proceeds of the sale of the Trust Estate will be insufficient to discharge in full the amounts then due to the Noteholders, the Administrative Agent will be required to obtain and provide an independent third party valuation of the Trust Estate demonstrating that the fair market value of the Trust Estate is not greater than the price for which such Trust Estate is being sold or liquidated; provided, further ; that if such fair market valuation cannot be provided by an independent third party valuation agent within 90 days of determining the sale price with a willing buyer, then such sale or liquidation may proceed with the sole consent and direction of the Administrative Agent acting on behalf of 100% of the Noteholders. Notwithstanding the foregoing, prior to the consummation of any sale of the Trust Estate (either private or public), the Indenture Trustee shall first offer the Class B Noteholder the opportunity to purchase the Trust Estate for a purchase price equal to the greater of (x) the fair market value of the Trust Estate and (y) the aggregate outstanding note balance of the Class A Notes, plus accrued interest thereon and fees owed thereto (such right, the “ Right of First Refusal ”). If the Class B Noteholder does not exercise its Right of First Refusal within two Business Days of receipt thereof, then the Indenture Trustee shall sell the Trust Estate as otherwise set forth in this Section 9.15; provided, further , that if the Class B Noteholder does not exercise its Right of First Refusal and the Indenture Trustee elects to sell the Trust Estate in a private sale to a third party, then prior to the sale thereof, the Indenture Trustee shall offer the Class B Noteholder the opportunity to purchase the Trust Estate for the purchase price being offered by such third party, and the Class B Noteholder shall have two Business Days to accept such offer.

(c) The Indenture Trustee or any Noteholder may bid for and acquire any portion of the Trust Estate in connection with a public or private sale thereof, and in lieu of paying cash therefor, any Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or other amounts owing to such Holder secured by this Indenture, that portion of the net proceeds of such sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such sale. The Notes need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be credited against the Notes. The Indenture Trustee or the Noteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law.

(d) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

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(e) The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable.

Section 9.16 Action on Notes

. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

Article 10

Supplemental Indentures

Section 10.01 [Reserved]

Section 10.02 Supplemental Indentures

. (a) With the prior written consent of the Administrative Agent, and if requested by the Administrative Agent, receipt by the Indenture Trustee of a Tax Opinion, the Issuer and the Indenture Trustee, when authorized and directed by an Issuer Order, at any time and from time to time, may enter into an amendment or a supplemental indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders; provided, however , that the Administrative Agent shall not request a Tax Opinion if, after giving effect to such amendment or supplemental indenture, (i) each Obligor or its guarantor, if applicable, had a FICO score of at least [***] at the time the applicable Solar Loan was originated; (ii) after giving effect to all Solar Loans included in the Trust Estate, the weighted average FICO score for the Obligors (or guarantors, if applicable) of all Borrowing Base Solar Loans will be at least [***], measured each time new Solar Loans are added to the Trust Estate; and (iii) assuming a 6% discount rate on the total solar asset value and that no rate reduction payment is made, cashflow projections determined as of the date of such amendment or supplemental indenture through the Maturity Date support (A) a loan-to-value ratio in the base case model of at least [***]% for the Class A Notes and at least [***]% for the Class A Notes and Class B Notes together; (B) that the cashflow reduction percentage at which the Class A Notes will fail to be paid off is at least [***]%; and (C) that the cashflow reduction percentage at which the Class B Notes will fail to be paid off is at least [***]%.

(b) [Reserved].

(c) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section 10.02, the Indenture Trustee shall mail to the Noteholders and the Administrative Agent a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such copy shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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(d) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Section 10.03 Execution of Amendments and Supplemental Indentures

. In executing, or accepting the additional trusts created by, any amendment or supplemental indenture permitted by this Article 10 or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 10.04 Effect of Amendments and Supplemental Indentures

. Upon the execution of any amendment or supplemental indenture under this Article 10, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes which have theretofore been or thereafter are authenticated and delivered hereunder shall be bound thereby.

Section 10.05 Reference in Notes to Amendments and Supplemental Indentures

. Notes authenticated and delivered after the execution of any amendment or supplemental indenture pursuant to this Article 10 may, and if required by the Issuer shall, bear a notation as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes so modified as to conform to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Section 10.06 Indenture Trustee to Act on Instructions

. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or any other agreement to which it is a party, or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision thereof, or if this Indenture or any other agreement to which it is a party permits or does not prohibit any determination by the Indenture Trustee, or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Issuer, request and rely upon the following: (a) written instructions of the Issuer directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders; and (b) prior written consent of the Administrative Agent. In such case, the Indenture Trustee shall have no liability to the Issuer or the Noteholders for, and the Issuer shall hold harmless the Indenture Trustee from, any liability,

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costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

Article 11

[Reserved.]

Article 12

Miscellaneous

Section 12.01 Compliance Certificates and Opinions; Furnishing of Information

. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture (except with respect to ordinary course actions under this Indenture), the Issuer, at the request of the Indenture Trustee, shall furnish to the Indenture Trustee a certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with or an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of certificates and Opinions of Counsel are specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or Opinion of Counsel need be furnished.

Section 12.02 Form of Documents Delivered to Indenture Trustee

. (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b) Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by outside counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of any relevant Person, stating that the information with respect to such factual matters is in the possession of such Person, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include

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a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, notices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer, the Servicer or the Manager shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's, the Servicer's or the Manager's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such notice or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.01(b)(ii).

(e) Wherever in this Indenture it is provided that the absence of the occurrence and continuation of a Default, an Event of Default, a Servicer Event of Default or a Manager Termination Event is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer's or the Indenture Trustee's right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if a Responsible Officer of the Indenture Trustee does not have actual knowledge of the occurrence and continuation of such Default, Event of Default, Servicer Event of Default or Manager Termination Event.

Section 12.03 Acts of Noteholders

. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by the Administrative Agent; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 12.03.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of

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deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a limited liability company or a partnership on behalf of such corporation, limited liability company or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Administrative Agent shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Notes.

Section 12.04 Notices, Etc.

Any request, demand, authorization, direction, notice, consent, waiver or act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a) the Indenture Trustee by the Administrative Agent, on behalf of the Noteholders, or by the Issuer, shall be in writing and shall be delivered personally or mailed by first-class registered or certified mail, postage prepaid, or by telephonic facsimile transmission and overnight delivery service, postage prepaid, and received by, a Responsible Officer of the Indenture Trustee at its Corporate Trust Office listed below; or

(b) any other Person shall be in writing and shall be delivered personally or by electronic or telephonic facsimile transmission and prepaid overnight delivery service at the address listed below or at any other address subsequently furnished in writing to the Indenture Trustee by the applicable Person.

To the Indenture Trustee: U.S. Bank National Association

EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Global Structured Finance/FTE Solar I, LLC

Phone: [***]

Fax: [***]

To the Issuer: FTE Solar I, LLC

c/o SolarCity Corporation

3055 Clearview Way
San Mateo, California 94402
Attention: General Counsel
Phone: (650) 638-1028
Fax: (650) 560-6182

with a copy to: SolarCity Corporation

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3055 Clearview Way
San Mateo, California 94402
Attention: General Counsel
Phone: (650) 638-1028
Fax: (650) 560-6182

Email: legal@solarcity.com

Section 12.05 Notices and Reports to Noteholders; Waiver of Notices

. (a) Where this Indenture provides for notice to Noteholders of any event or the mailing of any report to the Noteholders, such notice or report shall be written and shall be sufficiently given (unless otherwise herein expressly provided) if mailed, first-class, postage-prepaid, to each Noteholder affected by such event or to whom such report is required to be mailed or sent via electronic mail, at the address or electronic mail address of such Noteholder as it appears on the Note Register, with a copy to the Administrative Agent as the address set forth on its signature page, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders is mailed in the manner provided above, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders, and any notice or report which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided.

(b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(c) If, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to the Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) The Indenture Trustee shall promptly upon written request furnish to each Noteholder each Monthly Servicer Report and, unless directed to do so under any other provision of this Indenture or any other Transaction Document in which case no request shall be necessary), a copy of all reports, financial statements and notices received by the Indenture Trustee pursuant to this Indenture and the other Transaction Documents. The Indenture Trustee shall make available on its internet website to each Noteholder, each Monthly Servicer Report and a copy of all reports, financial statements and notices received by the Indenture Trustee. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Indenture Trustee's internet website shall be initially located at https://www.usbank.com/abs or at such other address as shall be specified by the

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Indenture Trustee from time to time in writing to the Noteholders. In connection with providing access to the Indenture Trustee's internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall be permitted to change the method by which such information is distributed in order to make such distributions more convenient and/or more accessible to the Noteholders.

Section 12.06 Rules by Indenture Trustee

. The Indenture Trustee may make reasonable rules for any meeting of Noteholders.

Section 12.07 Issuer Obligation

. Each of the Indenture Trustee and each Noteholder accepts that the enforceability against the Issuer under this Indenture and under the Notes shall be limited to the assets of the Issuer, whether tangible or intangible, real or person (including the Trust Estate) and the proceeds thereof. No recourse may be taken, directly or indirectly, against (a) any member, manager, officer, employee, trustee, agent or director of the Issuer, its Affiliates or of any predecessor of the Issuer, (b) any member, manager, beneficiary, officer, employee, trustee, agent, director or successor or assign of a holder of a member or limited liability company interest in the Issuer or its Affiliates, or (c) any incorporator, subscriber to capital stock, stockholder, officer, director, employee or agent of the Indenture Trustee or any predecessor or successor thereof, with respect to the Issuer's obligations with respect to the Notes or any of the statements, representations, covenants, warranties or obligations of the Issuer under this Indenture or any Note or other writing delivered in connection herewith or therewith.

Section 12.08 Enforcement of Benefits

. The Indenture Trustee and the Administrative Agent on behalf of the Noteholders shall be entitled to enforce and, at the direction of the Administrative Agent and the provision of satisfactory indemnity, the Indenture Trustee shall enforce the covenants and agreements of the Manager contained in the Management Agreement, the Servicing in the Servicing Agreement and the Originator contained in the Sale and Contribution Agreement and each other Transaction Document.

Section 12.09 Effect of Headings and Table of Contents

. The Section and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 12.10 Successors and Assigns

. All covenants and agreements in this Indenture by the Issuer and the Indenture Trustee shall bind their respective successors and assigns, whether so expressed or not.

Section 12.11 Separability

. If any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Indenture, a provision as similar in its terms and purpose to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

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Section 12.12 Benefits of Indenture

. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any separate trustee or co‑trustee appointed under Section 7.13, and the Noteholders and the Administrative Agent, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 12.13 Legal Holidays

. If the date of any Payment Date or any other date on which principal of or interest on any Note is proposed to be paid or any date on which mailing of notices by the Indenture Trustee to any Person is required pursuant to any provision of this Indenture, shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment or mailing of such notice need not be made on such date, but may be made or mailed on the next succeeding Business Day with the same force and effect as if made or mailed on the nominal date of any such Payment Date or other date for the payment of principal of or interest on any Note, or as if mailed on the nominal date of such mailing, as the case may be, and in the case of payments, no interest shall accrue for the period from and after any such nominal date, provided such payment is made in full on such next succeeding Business Day.

Section 12.14 Governing Law

. This Indenture and each Note shall be construed in accordance with and governed by the substantive laws of the State of New York (including New York General Obligations Laws §§ 5-1401 and 5-1402, but otherwise without regard to conflicts of law provisions thereof, except with regard to the UCC) applicable to agreements made and to be performed therein.

Section 12.15 Counterparts

. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of this Indenture by facsimile or other electronic transmission (i.e., "pdf" or "tif") shall be effective delivery of a manually executed counterpart hereof and deemed an original.

Section 12.16 Recording of Indenture

. If this Indenture is subject to recording in any appropriate public recording offices, the Issuer shall effect such recording at its expense in compliance with an Opinion of Counsel to the Indenture Trustee to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture or any other Transaction Document.

Section 12.17 Further Assurances

. The Issuer agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Indenture Trustee to effect more fully the purposes of this Indenture, including, without limitation, the execution of any financing statements or continuation statements relating to the Trust Estate for filing under the provisions of the UCC of any applicable jurisdiction.

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Section 12.18 No Bankruptcy Petition Against the Issuer

. The Indenture Trustee agrees (and each Noteholder by its acceptance of the Notes shall be deemed to agree) that, prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Notes, it will not institute against the Issuer, or join any other Person in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This Section 12.18 shall survive the termination of this Indenture.

Section 12.19 [Reserved.]

Section 12.20 Repurchase Demands

. The Indenture Trustee will promptly notify the Issuer, the Servicer and the Originator of any demand by a Noteholder (or a beneficial owner thereof) made in writing to a Responsible Officer of the Indenture Trustee that the Originator repurchase a Defective Solar Loan, whether on account of a breach of representation or warranty or otherwise. Other than forwarding Noteholder demands in accordance with this Section 12.20, the Indenture Trustee shall have no responsibility for compliance by the Issuer or the Originator with any reporting requirements under federal securities laws with respect to breaches of representations and warranties and shall not be required to determine whether or not such a breach has occurred or is material.

Section 12.21 Tax Treatment Disclosure

. Any person (and each employee, representative, or other agent of such person) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such person relating to such tax treatment and tax structure.

Article 13

Termination

Section 13.01 Termination of Indenture

. (a) This Indenture shall terminate on or after the Termination Date upon the payment to the Noteholders and the Indenture Trustee of all amounts required to be paid to them pursuant to this Indenture, and the conveyance and transfer of all right, title and interest in and to the Solar Loans and other property and funds in the Trust Estate to the Issuer. The Servicer shall promptly notify the Indenture Trustee in writing of any prospective termination pursuant to this Article 13. Upon termination of the Indenture, the Indenture Trustee shall notify the Lockbox Bank of the same pursuant to the Account Control Agreement.

(b) Notice of any prospective termination, specifying the Payment Date for payment of the final payment and requesting the surrender of the Notes for cancellation, shall be given promptly by the Indenture Trustee by letter to the Noteholders as of the applicable Record Date upon the Indenture Trustee receiving written notice of such event from the Issuer or the Servicer. The Issuer or the Servicer shall give such notice to the Indenture Trustee not later than the 5th day of the month of the final Payment Date

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stating (i) the Payment Date upon which final payment of the Notes shall be made, (ii) the amount of any such final payment, and (iii) the location for presentation and surrender of the Notes. Surrender of the Notes shall be a condition of payment of such final payment.

[ Signature Page Follows]

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In Witness Whereof, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed as of the day and year first above written.

FTE Solar I, LLC, as Issuer

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: President

U.S. Bank National Association, as Indenture Trustee

By: /s/ Michelle Moeller

Name: Michelle Moeller

Title: Vice President

Agreed and Acknowledged:

SolarCity Corporation,
as Manager

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: Chief Executive Officer

SolarCity Finance Company, LLC,
as Servicer

By: /s/ Seth Weissman

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Name: Seth Weissman

Title: President

Agreed and Acknowledged:

CREDIT SUISSE AG, NEW YORK BRANCH,
as Administrative Agent

By: /s/ Jason Muncy

Name: Jason Muncy

Title: Vice President

By: /s/ Oliver Nissenson

Name: Oliver Nissenson

Title:Director

Address for notices:

Eleven Madison Avenue

New York, NY 10010

Attention: Asset Finance Group

Telephone: [***]

Facsimile: [***]

Email: [***]

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Annex A

Standard Definitions

[see attached]

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Exhibit A-1

Form of Class A Note

Note Number: [__]

THIS VARIABLE FUNDING NOTE (this " Note ") WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY SECTION 4(A)(2) THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT, SUBJECT TO SUCH EXCEPTIONS AS ARE PROVIDED IN THE INDENTURE FOR HOLDERS THAT ARE CONDUITS, (1) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $1,000,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, AND ONLY (I) TO THE ISSUER OR ANY AFFILIATE (AS SUCH TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER THAN PURSUANT TO RULE 144A); PROVIDED THAT, IF THE ISSUER OR THE INDENTURE TRUSTEE SO REQUESTS, THE TRANSFEROR SHALL DELIVER AN OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION REASONABLY ACCEPTABLE TO THE ISSUER AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT; AND, IN EACH OF CASE (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND (2) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (1) ABOVE.

Sections 2.07 and 2.08 of the Indenture contain further restrictions on the transfer and resale of this Note. Each Transferee of this Note, by acceptance hereof, is deemed to have accepted this Note subject to the foregoing restrictions on transferability.

Each Noteholder, by its acceptance of this Note, covenants and agrees that such Noteholder shall not, prior to the date that is one year and one day after the termination of the Indenture, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Issuer under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, indenture trustee, custodian, sequestrator or other similar

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official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

The principal of this Note is payable in installments as set forth herein. Accordingly, the outstanding principal amount of this Note at any time may be less than the amount shown on the face hereof. Any person acquiring this security may ascertain its current principal amount by inquiry of the Indenture Trustee.

FTE Solar I, LLC
Solar Loan Backed Variable Funding Notes
Class A Note

NOTE

Registered Owner: Credit Suisse AG, New York Branch

Principal Balance: Up to $160,000,000

Date: January 9, 2015

Maturity Date: January 20, 2017

This Certifies That FTE Solar I, LLC, a Delaware limited liability company (hereinafter called the "Issuer" ), which term includes any successor entity under the Indenture, dated as of January 9, 2015 (the "Indenture" ), between the Issuer and U.S. Bank National Association, as indenture trustee (together with any successor thereto, hereinafter called the "Indenture Trustee" ), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, subject to the provisions hereof and of the Indenture, (A) the Class A Interest Distribution Amount defined in the Indenture, on each Payment Date beginning in February 2015 (or, if such day is not a Business Day, the next succeeding Business Day), and (B) principal on each Payment Date in the manner and subject to the Priority of Payments as set forth in the Indenture; provided, however, that the Notes are subject to prepayment as set forth in the Indenture. This note (this " Class A Note ") is one of a duly authorized series of Class A Notes of the Issuer designated as its FTE Solar I, LLC, Solar Loan Backed Variable Funding Notes, Class A (the " Class A Notes "). The Indenture authorizes the issuance of up to $160,000,000 in Outstanding Note Balance of Class A Notes and up to $40,000,000 in Outstanding Note Balance of FTE Solar I, LLC, Solar Loan Backed Variable Funding Notes, Class B (the " Class B Notes ", together with the Class A Notes, the " Notes "). The Indenture provides that the Notes will be entitled to receive payments in reduction of the Outstanding Note Balance, in the amounts, from the sources, and at the times more specifically as set forth in the Indenture. The Notes are secured by the Trust Estate (as defined in the Indenture).

Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. All terms

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used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

The obligation of the Issuer to repay the Notes is a limited, nonrecourse obligation secured only by the Trust Estate . All payments of principal of and interest on the Class A Notes shall be made only from the Trust Estate, and each Holder hereof, by its acceptance of this Class A Note, agrees that it shall be entitled to payments solely from such Trust Estate pursuant to the terms of the Indenture. The actual Outstanding Note Balance on this Class A Note may be less than the principal balance indicated on the face hereof. The actual Outstanding Note Balance on this Class A Note at any time may be obtained from the Indenture Trustee.

With respect to payment of principal of and interest on the Class A Notes, the Indenture provides the following:

(a) Until fully paid, principal payments on the Class A Notes will be made on each Payment Date in an amount, at the time, and in the manner provided in the Indenture. The Outstanding Note Balance of each Class A Note shall be payable no later than the Maturity Date thereof unless the Outstanding Note Balance of such Class A Note becomes due and payable at an earlier date pursuant to the Indenture, and in each case such payment shall be made in an amount and in the manner provided in the Indenture.

(b) The Class A Notes shall bear interest on the Outstanding Note Balance of the Class A Notes and accrued but unpaid interest thereon, at the applicable Cost of Funds plus the applicable Class A Usage Fees. The Class A Interest Distribution Amount shall be payable on each Payment Date to the extent that the Collection Account then contains sufficient amounts to pay such Class A Interest Distribution Amount pursuant to Section 5.05 of the Indenture. The Class A Interest Distribution Amount will accrue on the basis of a 360-day year consisting of twelve 30-day months.

All payments of interest and principal on the Class A Notes on the applicable Payment Date shall be paid to the Person in whose name such Class A Note is registered at the close of business on the Record Date for such Payment Date in the manner provided in the Indenture. All reductions in the Outstanding Note Balance of a Class A Note (or one or more Predecessor Notes) effected by full or partial payments of installments of principal shall be binding upon all past, then current, and future Holders of such Class A Note and of any Class A Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Class A Note.

The Maturity Date of the Notes is the Payment Date in January 2017 unless the Notes are earlier prepaid in whole or accelerated pursuant to the Indenture. The Indenture Trustee shall pay to each Class A Noteholder of record on the preceding Record Date either (i) by wire transfer, in immediately available funds to the account of such Class A Noteholder at a bank or other entity having appropriate facilities therefor, if such Class A Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Payment Date (which instructions may remain in effect for subsequent Payment Dates

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unless revoked by the Class A Noteholder), or (ii) if not, by check mailed to such Class A Noteholder at the address of such Class A Noteholder appearing in the Note Register, the amounts to be paid to such Class A Noteholder pursuant to such Class A Noteholder's Notes.

The Class A Notes shall be subject to voluntary prepayment at the option of the Issuer in the manner and subject to the provisions of the Indenture . Whenever by the terms of the Indenture, the Indenture Trustee is required to prepay the Class A Notes, and subject to and in accordance with the terms of Article 6 of the Indenture, the Indenture Trustee shall give notice of the prepayment in the manner prescribed by the Indenture.

Subject to certain restrictions contained in the Indenture, (i) the Class A Notes are issuable in the minimum denomination of $1,000,000 and integral multiples of $1,000 in excess thereof ( provided, that one Class A Note may be issued in an additional amount equal to any remaining portion of the Initial Outstanding Note Balance) and (ii) the Class A Notes may be exchanged for a like aggregate principal amount of Class A Notes of authorized denominations of the same maturity.

The final payment on any Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee.

The Class A Noteholders shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

The Class A Notes may be exchanged, and their transfer may be registered, by the Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Indenture Trustee only in the manner, subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A Notes. Upon exchange or registration of such transfer, a new registered Class A Note or Notes evidencing the same outstanding principal amount will be executed in exchange therefor.

All amounts collected as payments on the Trust Estate or otherwise shall be applied in the order of priority specified in the Indenture.

Each Person who has or who acquires any Ownership Interest in a Class A Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.07 and 2.08 of the Indenture. A Noteholder may not sell, offer for sale, assign, pledge, hypothecate or otherwise transfer or encumber all or any part of its interest in the Class A Notes except pursuant to an effective registration statement covering such transaction under the Securities Act of 1933, as amended, and effective qualification or registration under all applicable State securities laws and regulations or under an exemption from registration under said Securities Act and said State securities laws and regulations.

In addition, each Person who has or who acquires any Ownership Interest in a Class A Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 12.18 of the Indenture. Prior to the date that is one year

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and one day after the payment in full of all amounts payable with respect to the Class A Notes, each Person who has or acquires an Ownership Interest in a Class A Note agrees that such Person will not institute against the Issuer, or join any other Person in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This covenant shall survive the termination of the Indenture.

Before the due presentment for registration of transfer of this Class A Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the person in whose name this Class A Note is registered (i) on any Record Date for purposes of making payments, and (ii) on any other date for any other purpose, as the owner hereof, whether or not this Class A Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits the amendment thereof for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Noteholders under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Administrative Agent and compliance with certain other conditions. Any such consent by the Administrative Agent, at the time of the giving thereof, of this Class A Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A Note and of any Class A Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A Note.

The Class A Notes and all obligations with respect thereto, including obligations under the Indenture, will be limited recourse obligations of the Issuer payable solely from the Trust Estate. None of the Issuer, the Originator, the Manager, the Servicer, the Transition Service Provider, the Parent, the Custodian, the Paying Agent, the Note Registrar, the Indenture Trustee in its individual capacity or in its capacity as Indenture Trustee, nor any of their respective Affiliates, agents, partners, beneficiaries, officers, directors, stockholders, stockholders of partners, employees or successors or assigns, shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture. Without limiting the foregoing, each Holder of any Class A Note by its acceptance thereof, and the Indenture Trustee, shall be deemed to have agreed (i) that it shall look only to the Trust Estate to satisfy the Issuer's obligations under or with respect to a Class A Note or the Indenture, including but not limited to liabilities under Article 5 of the Indenture and liabilities arising (whether at common law or equity) from breaches by the Issuer of any obligations, covenants and agreements herein or, to the extent enforceable, for any violation by the Issuer of applicable State or federal law or regulation, provided that, the Issuer shall not be relieved of liability hereunder with respect to any misrepresentation in the Indenture or any Transaction Document, or fraud, of the Issuer, and (ii) to waive any rights it may have to obtain a deficiency or other monetary judgment against either the Issuer or any of its principals, directors, officers, beneficial owners, employees or agents (whether disclosed or undisclosed) or their respective assets (other than the Trust Estate). The foregoing provisions of this paragraph shall not (i) prevent recourse to the Trust Estate or any Person (other than the Issuer) for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) constitute a waiver, release or

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discharge of any indebtedness or obligation evidenced by the Class A Notes or secured by the Indenture, but the same shall continue until paid or discharged, or (iii) prevent the Indenture Trustee from exercising its rights with respect to the Grant, pursuant to the Indenture, of the Issuer's rights under the Transaction Documents. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Indenture Trustee in its capacity as Indenture Trustee under the Indenture or the Issuer as a party defendant in any action or suit or in the exercise of any remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced. It is expressly understood that all such liability is hereby expressly waived and released to the extent provided herein as a condition of, and as a consideration for, the execution of the Indenture and the issuance of the Notes.

The remedies of the Holder of this Class A Note as provided herein, in the Indenture or in the other Transaction Documents, shall be cumulative and concurrent and may be pursued solely against the assets of the Trust Estate. No failure on the part of the Noteholder in exercising any right or remedy hereunder shall operate as a waiver or release thereof, nor shall any single or partial exercise of any such right or remedy preclude any other further exercise thereof or the exercise of any other right or remedy hereunder.

The Class A Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. At the option of the Class A Noteholder, Class A Notes may be exchanged for Class A Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee, subject to the terms and conditions of the Indenture.

Reference is hereby made to the Indenture, a copy of which is on file with the Indenture Trustee, for the provisions, among others, with respect to (i) the nature and extent of the rights, duties and obligations of the Indenture Trustee, the Issuer and the Class A Noteholders; (ii) the terms upon which the Class A Notes are executed and delivered; (iii) the collection and disposition of payments or proceeds in respect of the Conveyed Property; (iv) a description of the Trust Estate; (v) the modification or amendment of the Indenture; (vi) other matters; and (vii) the definition of capitalized terms used in this Class A Note that are not defined herein; to all of which the Class A Noteholders assent by the acceptance of the Class A Notes.

This Class A Note is issued pursuant to the Indenture and it and the Indenture shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws (including, without limitation, §5-1401 and §5-1402 of the General Obligations Law of the State of New York, but otherwise without giving effect to principles of conflicts of laws).

Reference is hereby made to the provisions of the Indenture and such provisions are hereby incorporated by reference as if fully set forth herein.

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Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature, this Class A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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In Witness Whereof, the Issuer has caused this instrument to be duly executed as of the date set forth below.

FTE Solar I, LLC , as Issuer

Name:

Title:

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Indenture Trustee's Certificate of Authentication

This is one of the Class A Notes referred to in the within-mentioned Indenture.

Dated:

U.S. Bank National Association , as Indenture Trustee

Name:

Title:

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[Form of Assignment]

For Value Received , the undersigned hereby sells, assigns and transfers unto

( Please insert Social Security or Taxpayer Identification number of Assignee )

_______________________________

______________________________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________
the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

______________________________________________________________________________
Attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:___________________

Signature Guaranteed:

____________________________________

Notice : The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. The signature should be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Indenture Trustee.

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Exhibit A-2

Form of Class B Note

Note Number: [__]

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (1) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $1,000,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, AND ONLY (I) TO THE ISSUER OR ANY AFFILIATE (AS SUCH TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER THAN PURSUANT TO RULE 144A); PROVIDED THAT, IF THE ISSUER OR THE INDENTURE TRUSTEE SO REQUESTS, THE TRANSFEROR SHALL DELIVER AN OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION REASONABLY ACCEPTABLE TO THE ISSUER AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT; AND, IN EACH OF CASE (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND (2) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (1) ABOVE.

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official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

The right to payment of principal and interest of this Note is subject to the right to payment of principal and interest of the Class B Notes as more fully described in the Indenture referred to herein.

FTE Solar I, LLC
Solar Loan Backed Variable Funding Notes
Class B Note

NOTE

Registered Owner: Credit Suisse Securitized Products Master Fund, Ltd.

Principal Balance: Up to $40,000,000

Date: January 9, 2015

Maturity Date: January 20, 2017

This Certifies That FTE Solar I, LLC, a Delaware limited liability company (hereinafter called the "Issuer" ), which term includes any successor entity under the Indenture, dated as of January 9, 2015 (the "Indenture" ), between the Issuer and U.S. Bank National Association, as indenture trustee (together with any successor thereto, hereinafter called the "Indenture Trustee" ), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, subject to the provisions hereof and of the Indenture, (A) the Class B Interest Distribution Amount as defined in the Indenture, on each Payment Date beginning in February 2015 (or, if such day is not a Business Day, the next succeeding Business Day), and (B) principal on each Payment Date in the manner and subject to the Priority of Payments as set forth in the Indenture; provided, however, that the Notes are subject to prepayment as set forth in the Indenture. This note (this " Class B Note ") is one of a duly authorized series of Class B Notes of the Issuer designated as its FTE Solar I, LLC, Solar Loan Backed Variable Funding Notes, Class B (the " Class B Notes "). The Indenture authorizes the issuance of up to $40,000,000 in Outstanding Note Balance of Class B Notes and up to $160,000,000 in Outstanding Note Balance of FTE Solar I, LLC, Solar Loan Backed Variable Funding Notes, Class A (the " Class A Notes ", together with the Class B Notes, the " Notes "). The Indenture provides that the Notes will be entitled to receive payments in reduction of the Outstanding Note Balance, in the amounts, from the sources, and at the times more specifically as set forth in the Indenture. The Notes are secured by the Trust Estate (as defined in the Indenture).

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The obligation of the Issuer to repay the Notes is a limited, nonrecourse obligation secured only by the Trust Estate . All payments of principal of and interest on the Class B Notes shall be made only from the Trust Estate, and each Holder hereof, by its acceptance of this Class B Note, agrees that it shall be entitled to payments solely from such Trust Estate pursuant to the terms of the Indenture. The actual Outstanding Note Balance on this Class B Note may be less than the principal balance indicated on the face hereof. The actual Outstanding Note Balance on this Class B Note at any time may be obtained from the Indenture Trustee.

With respect to payment of principal of and interest on the Class B Notes, the Indenture provides the following:

(a) Until fully paid, principal payments on the Class B Notes will be made on each Payment Date in an amount, at the time, and in the manner provided in the Indenture. The Outstanding Note Balance of each Class B Note shall be payable no later than the Maturity Date thereof unless the Outstanding Note Balance of such Class B Note becomes due and payable at an earlier date pursuant to the Indenture, and in each case such payment shall be made in an amount and in the manner provided in the Indenture.

(b) The Class B Notes shall bear interest on the Outstanding Note Balance of the Class B Notes and accrued but unpaid interest thereon, at the applicable Cost of Funds plus the applicable Class B Usage Fees. The Class B Interest Distribution Amount shall be payable on each Payment Date to the extent that the Collection Account then contains sufficient amounts to pay such Class B Interest Distribution Amount pursuant to Section 5.05 of the Indenture. The Class B Interest Distribution Amount will accrue on the basis of a 360-day year consisting of twelve 30-day months.

All payments of interest and principal on the Class B Notes on the applicable Payment Date shall be paid to the Person in whose name such Class B Note is registered at the close of business on the Record Date for such Payment Date in the manner provided in the Indenture. All reductions in the Outstanding Note Balance of a Class B Note (or one or more Predecessor Notes) effected by full or partial payments of installments of principal shall be binding upon all past, then current, and future Holders of such Class B Note and of any Class B Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Class B Note.

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other entity having appropriate facilities therefor, if such Class B Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by the Class B Noteholder), or (ii) if not, by check mailed to such Class B Noteholder at the address of such Class B Noteholder appearing in the Note Register, the amounts to be paid to such Class B Noteholder pursuant to such Class B Noteholder's Notes.

The Class B Notes shall be subject to voluntary prepayment at the option of the Issuer in the manner and subject to the provisions of the Indenture . Whenever by the terms of the Indenture, the Indenture Trustee is required to prepay the Class B Notes, and subject to and in accordance with the terms of Article 6 of the Indenture, the Indenture Trustee shall give notice of the prepayment in the manner prescribed by the Indenture.

Subject to certain restrictions contained in the Indenture, (i) the Class B Notes are issuable in the minimum denomination of $1,000,000 and integral multiples of $1,000 in excess thereof ( provided, that one Class B Note may be issued in an additional amount equal to any remaining portion of the Initial Outstanding Note Balance) and (ii) the Class B Notes may be exchanged for a like aggregate principal amount of Class B Notes of authorized denominations of the same maturity.

The final payment on any Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee.

The Class B Noteholders shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

The Class B Notes may be exchanged, and their transfer may be registered, by the Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Indenture Trustee only in the manner, subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class B Notes. Upon exchange or registration of such transfer, a new registered Class B Note or Notes evidencing the same outstanding principal amount will be executed in exchange therefor.

All amounts collected as payments on the Trust Estate or otherwise shall be applied in the order of priority specified in the Indenture.

Each Person who has or who acquires any Ownership Interest in a Class B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.07 and 2.08 of the Indenture. A Noteholder may not sell, offer for sale, assign, pledge, hypothecate or otherwise transfer or encumber all or any part of its interest in the Class B Notes except pursuant to an effective registration statement covering such transaction under the Securities Act of 1933, as amended, and effective qualification or registration under all applicable State securities laws and regulations or under an exemption from registration under said Securities Act and said State securities laws and regulations.

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In addition, each Person who has or who acquires any Ownership Interest in a Class B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 12.18 of the Indenture. Prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Class B Notes, each Person who has or acquires an Ownership Interest in a Class B Note agrees that such Person will not institute against the Issuer, or join any other Person in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This covenant shall survive the termination of the Indenture.

Before the due presentment for registration of transfer of this Class B Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the person in whose name this Class B Note is registered (i) on any Record Date for purposes of making payments, and (ii) on any other date for any other purpose, as the owner hereof, whether or not this Class B Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits the amendment thereof for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Noteholders under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Administrative Agent and compliance with certain other conditions. Any such consent by the Administrative Agent, at the time of the giving thereof, of this Class B Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class B Note and of any Class B Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class B Note.

The Class B Notes and all obligations with respect thereto, including obligations under the Indenture, will be limited recourse obligations of the Issuer payable solely from the Trust Estate. None of the Issuer, the Originator, the Manager, the Servicer, the Transition Service Provider, the Parent, the Custodian, the Paying Agent, the Note Registrar, the Indenture Trustee in its individual capacity or in its capacity as Indenture Trustee, nor any of their respective Affiliates, agents, partners, beneficiaries, officers, directors, stockholders, stockholders of partners, employees or successors or assigns, shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture. Without limiting the foregoing, each Holder of any Class B Note by its acceptance thereof, and the Indenture Trustee, shall be deemed to have agreed (i) that it shall look only to the Trust Estate to satisfy the Issuer's obligations under or with respect to a Class B Note or the Indenture, including but not limited to liabilities under Article 5 of the Indenture and liabilities arising (whether at common law or equity) from breaches by the Issuer of any obligations, covenants and agreements herein or, to the extent enforceable, for any violation by the Issuer of applicable State or federal law or regulation, provided that, the Issuer shall not be relieved of liability hereunder with respect to any misrepresentation in the Indenture or any Transaction Document, or fraud, of the Issuer, and (ii) to waive any rights it may have to obtain a deficiency or other monetary judgment against either the Issuer or any of its principals, directors, officers, beneficial owners, employees or agents (whether disclosed or undisclosed) or their respective assets (other than the Trust Estate).

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The foregoing provisions of this paragraph shall not (i) prevent recourse to the Trust Estate or any Person (other than the Issuer) for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Class B Notes or secured by the Indenture, but the same shall continue until paid or discharged, or (iii) prevent the Indenture Trustee from exercising its rights with respect to the Grant, pursuant to the Indenture, of the Issuer's rights under the Transaction Documents. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Indenture Trustee in its capacity as Indenture Trustee under the Indenture or the Issuer as a party defendant in any action or suit or in the exercise of any remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced. It is expressly understood that all such liability is hereby expressly waived and released to the extent provided herein as a condition of, and as a consideration for, the execution of the Indenture and the issuance of the Notes.

The remedies of the Holder of this Class B Note as provided herein, in the Indenture or in the other Transaction Documents, shall be cumulative and concurrent and may be pursued solely against the assets of the Trust Estate. No failure on the part of the Noteholder in exercising any right or remedy hereunder shall operate as a waiver or release thereof, nor shall any single or partial exercise of any such right or remedy preclude any other further exercise thereof or the exercise of any other right or remedy hereunder.

The Class B Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. At the option of the Class B Noteholder, Class B Notes may be exchanged for Class B Notes of like terms, in any authorized denominations and of like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee, subject to the terms and conditions of the Indenture.

Reference is hereby made to the Indenture, a copy of which is on file with the Indenture Trustee, for the provisions, among others, with respect to (i) the nature and extent of the rights, duties and obligations of the Indenture Trustee, the Issuer and the Class B Noteholders; (ii) the terms upon which the Class B Notes are executed and delivered; (iii) the collection and disposition of payments or proceeds in respect of the Conveyed Property; (iv) a description of the Trust Estate; (v) the modification or amendment of the Indenture; (vi) other matters; and (vii) the definition of capitalized terms used in this Class B Note that are not defined herein; to all of which the Class B Noteholders assent by the acceptance of the Class B Notes.

This Class B Note is issued pursuant to the Indenture and it and the Indenture shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws (including, without limitation, §5-1401 and §5-1402 of the General Obligations Law of the State of New York, but otherwise without giving effect to principles of conflicts of laws).

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Reference is hereby made to the provisions of the Indenture and such provisions are hereby incorporated by reference as if fully set forth herein.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature, this Class B Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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In Witness Whereof, the Issuer has caused this instrument to be duly executed as of the date set forth below.

FTE Solar I, LLC , as Issuer

Name:

Title:

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Indenture Trustee's Certificate of Authentication

This is one of the Class B Notes referred to in the within-mentioned Indenture.

Dated:

U.S. Bank National Association , as Indenture Trustee

Name:

Title:

A-2-9

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[Form of Assignment]

For Value Received , the undersigned hereby sells, assigns and transfers unto

( Please insert Social Security or Taxpayer Identification number of Assignee )

_______________________________

______________________________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________
the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

Date:___________________

Signature Guaranteed:

____________________________________

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Exhibit B

INVESTOR REPRESENTATION LETTER

FTE Solar I, LLC

Solar Loan Backed Variable Funding Notes

FTE Solar I - LLC

c/o SolarCity Corporation

3055 Clearview Way

San Mateo, California 94402

U.S. Bank National Association

111 E. Fillmore Ave.

EP-MN-WS2N

St. Paul, Minnesota 55107

Attn: Global Structured Finance/FTE Solar I, LLC

Ladies and Gentlemen:

______________________ (the “ Purchaser ”) hereby represents and warrants to you in connection with its purchase of $_________ in principal amount of the above-captioned notes (the “ Notes ”) as follows:

1. The Purchaser (i) is a qualified institutional buyer, and has delivered to you the certificate substantially in the form attached hereto as Annex I or Annex II , as applicable, and (ii) is aware that the sale to it is being made in reliance on an exemption from registration under Rule 144 of the Securities Act of 1933, as amended (the “ Securities Act ”), and (iii) is acquiring the Notes for its own account or for the account of a qualified institutional buyer. The Purchaser is purchasing the Notes for investment purposes and not with a view to, or for, offer or sale in connection with a public distribution or in any other manner that would violate the Securities Act or applicable state securities laws.

2. The Purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been and will not be registered under the Securities Act and that (A) if in the future it decides to offer, resell, pledge or otherwise transfer any of the Notes , such Notes may be offered, resold, pledged or otherwise transferred in minimum denominations of $1,000,000 and in integral multiples of $1,000 in excess thereof, and only (i) to Issuer or an “affiliate” (as such term is defined in Rule 144) of the Issuer, (ii) pursuant to an effective registration statement under the Securities Act, or (iii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A); provided that, if the Issuer or the Indenture Trustee so requests, the transferor shall deliver an opinion of counsel, certificates and other information reasonably acceptable to the Issuer and the Indenture Trustee to the effect that such transfer is in compliance with the requirements of the Securities Act; in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States and any other applicable jurisdiction, and that (B) the Purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of such Notes from it of the resale restrictions referred to in (A) above.

3. The Purchaser understands that the Notes will, unless otherwise agreed by the Issuer and the Holder thereof, bear a legend substantially to the following effect.

THIS VARIABLE FUNDING NOTE (THIS "NOTE") WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND NEITHER THIS NOTE MAY NOTE BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY Section 4(a)(2) THEREUNDER.

B-1

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PURSUANT TO RULE 144A); PROVIDED THAT, IF THE ISSUER OR THE INDENTURE TRUSTEE SO REQUESTS, THE TRANSFEROR SHALL DELIVER AN OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION REASONABLY ACCEPTABLE TO THE ISSUER AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT; AND IN OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND (2) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (1) ABOVE.

4. If the Purchaser is purchasing any Notes as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and has full power to make acknowledgments, representations and agreements contained herein on behalf of such account(s).

5. The Purchaser has received all information, if any, requested by the Purchaser, has had full opportunity to review such information and has received information necessary to verify such information. The Purchaser represents that in making its investment decision to acquire the Notes, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including the addressees of this letter.

6. The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

7. The Purchaser understands that the Issuer, the Administrative Agent and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements contained in this letter and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by it are no longer accurate, it will promptly notify the Issuer and the Administrative Agent. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements contained in this letter on behalf of such account.

8. The Notes may not be sold or transferred to, and each Purchaser by its purchase of the Notes shall be deemed to have represented and covenanted that it is not acquiring the Notes for or on behalf of or with the assets of, and will not transfer the Notes to, any employee benefit plan as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is subject to Title I of ERISA or any other “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “ Code ”), that is subject to Section 4975 of the Code or any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or plan’s investment in such entity, or any plan that is subject to any substantially similar provision of federal, state or local law (“ Similar Law ”), except that such purchase for or on behalf of or with assets of a plan shall be permitted:

(i) to the extent such purchase is made by or on behalf of a bank collective investment fund maintained by the Purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund, and the other applicable conditions of Prohibited Transaction Class Exemption 91‑38 issued by the Department of Labor are satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(ii) to the extent such purchase is made by or on behalf of an insurance company pooled separate account maintained by the Purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account, and the other applicable conditions of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(iii) to the extent such purchase is made on behalf of a plan by a “qualified professional asset manager”, as such term is described and used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of other plans established or maintained by the same employer (or affiliate thereof) or employee organization and managed by such qualified professional asset manager do not represent more than 20% of the total client assets managed by such qualified professional asset manager at the time of the transaction, and the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

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(iv) to the extent such plan is a governmental plan (as defined in Section 3(32) of ERISA) which is not subject to the provisions of Title I of ERISA or Sections 401 and 501 of the Code;

(v) to the extent such purchase is made by or on behalf of an insurance company general account in which the reserves and liabilities for the general account contracts held by or on behalf of any plan, together with any other plans maintained by the same employer (or its affiliates) or employee organization, do not exceed 10% of the total reserves and liabilities of the insurance company general account (exclusive of separate account liabilities), plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the insurer, in accordance with Prohibited Transaction Class Exemption 95-60, and the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(vi) to the extent such purchase is made by an in-house asset manager within the meaning of Part IV(a) of Prohibited Transaction Class Exemption 96-23 and such manager has made or properly authorized the decision for such plan to purchase Notes, under circumstances such that Prohibited Transaction Class Exemption 96‑23 is applicable to the purchase, holding and disposition of such Notes and all of the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of such Notes and all such conditions will continue to be satisfied thereafter; or

(vii) to the extent such purchase will not otherwise give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory, regulatory or administrative exemption is unavailable or be a violation of Similar Law.

The Purchaser, if described in the preceding clauses, further represents and agrees that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, Originator, the Manager, the Indenture Trustee or the Administrative Agent, or by any affiliate of any such person.

9. The Purchaser acknowledges that, under the Indenture, dated as of January 9, 2015, by and between the Issuer and U.S. Bank, as Indenture trustee (as amended, restated, modified and/or supplemented, the “ Indenture ”), Notes may be purchased and transferred only in authorized denominations -- i.e., a minimum denomination of $1,000,000 and integral multiplies of $1,000 in excess thereof. The Purchaser covenants that the Purchaser will neither (i) transfer Notes (or beneficial interests therein) in less than the authorized denominations nor (ii) transfer Notes (or beneficial interests therein) where the result would be to reduce the Purchaser's remaining holdings of Notes (or beneficial interests therein) below the authorized denominations.

10. By execution hereof, the Purchaser agrees to be bound, as Noteholder, by all of the terms, covenants and conditions of the Third Amended and Restated Indenture and the Notes.

11. The Purchaser of a Note or an interest therein, by acceptance of such Note or such interest in such Note: (i) agrees to provide the Indenture Trustee with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information, and (ii) understands that the Indenture Trustee has the right to withhold any amount of interest payable with respect to the Note (properly withholdable under law and without any corresponding gross-up) from any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements (defined terms used in this Section 11 and not defined herein have the meanings assigned such term in the Third Amended and Restated Indenture).

The representations and warranties contained herein shall be binding upon the heirs, executors, administrators and other successors of the undersigned. If there is more than one signatory hereto, the obligations, representations, warranties and agreements of the undersigned are made jointly and severally.

Executed at _________________________, _________________________, this ___ day of _____________________, 20__.

_________________________________

Purchaser's Signature

_________________________________

Purchaser’s Name and Title (Print)

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_________________________________

Address of Purchaser

_________________________________

Purchaser’s Taxpayer Identification or

Social Security Number

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ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “ Transferor ”), FTE Solar I, LLC and U.S. Bank National Association, as Note Registrar, with respect to the Note being transferred (the “ Transferred Note ”) as described in the Investor Representation Letter to which this certification relates and to which this certification is an Annex:

2. The Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“ Rule 144A ”) because (i) the Purchaser owned and/or invested on a discretionary basis $ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A) [Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on, a discretionary basis at least $10,000,000 in securities.] and (ii) the Purchaser satisfies the criteria in the category marked below.

¨	Corporation, etc . The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.

Bank . The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Certificate in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan . The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Certificate in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

¨	Broker-dealer . The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

Insurance Company . The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.

¨	State or Local Plan . The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

¨	ERISA Plan . The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

¨	Investment Advisor . The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940.

¨	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered

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investment companies should complete Annex 2 rather than this Annex 1.)

3. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the securities referred to in this paragraph.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser's direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934.

5. The Purchaser acknowledges that it is familiar with Rule 144 and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein.

Will the Purchaser be purchasing the Transferred Note only for the Purchaser's own account?

¨
Yes

¨
No

6. If the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more of the appropriate methods contemplated by Rule 144A.

7. The Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser's purchase of the Transferred Note will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Purchaser

By:___________________________

Name:_________________________

Title:________________________

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ANNEX 2 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Purchasers That Are Registered Investment Companies]

1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Note (the “ Purchaser ”) or, if the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“ Rule 144A ”) because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “ Adviser ”).

2. The Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Purchaser alone owned and/or invested on a discretionary basis, or the Purchaser's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser's Family of Investment Companies, the cost of such securities was used, unless the Purchaser or any member of the Purchaser's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.

¨	The Purchaser owned and/or invested on a discretionary basis $ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

¨	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser's Family of Investment Companies, the securities referred to in this paragraph were excluded.

5. The Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein.

Will the Purchaser be purchasing the Transferred Note only for the Purchaser's own account?

¨
Yes

¨
No

7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Purchaser's purchase of the Transferred Note will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

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Print Name of Purchaser or Adviser

By:

Name:

Title:

IF AN ADVISER:

Print Name of Purchaser

Date:

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Exhibit C

FTE Solar I, LLC
Notice of Voluntary Prepayment

[DATE]


U.S. Bank National Association 60 Livingston Avenue EP-MN-WS3D St. Paul, Minnesota 55107 Attn: Global Structured Finance/FTE Solar I, LLC

SolarCity Corporation 3055 Clearview Way San Mateo, California 94402 Attention: General Counsel

Ladies and Gentlemen:

Pursuant to Section 6.01 of the Indenture dated as of January 9, 2015 (the "Indenture" ), between FTE Solar I, LLC (the "Issuer" ) and U.S. Bank National Association (the "Indenture Trustee" ), the Indenture Trustee is hereby directed to prepay in [whole][part] the Issuer's Solar Loan Backed Variable Funding Notes, Class A and the Issuer's Solar Loan Backed Variable Funding Notes, Class B on [_______ __, 20__] (the "Voluntary Prepayment Date" ).

On or prior to the Voluntary Prepayment Date, the Issuer shall deposit into the Collection Account (i) the outstanding principal of the Notes to be prepaid, (ii) all accrued and unpaid interest thereon, and (iii) all amounts owed to the Indenture Trustee, the Manager, the Servicer, the Transition Service Provider and the Custodian (the "Prepayment Amount" ).

On the Voluntary Prepayment Date, provided that the Indenture Trustee has received the Prepayment Amount, in the case of any Voluntary Prepayment in whole, no later than 1:00 p.m. Eastern time on such Voluntary Prepayment Date, or in the case of any Voluntary Prepayment in part, no later than 1:00 p.m. Eastern time on the Business Day prior to such specified Voluntary Prepayment Date, the Indenture Trustee is directed to (x) withdraw the Prepayment Amount from the Collection Account and disburse such amounts in accordance with the Priority of Payments and (y) to the extent the Outstanding Note Balance is prepaid, release any remaining assets in the Trust Estate to, or at the direction of, the Issuer.

You are hereby instructed to provide all notices of prepayment required by Section 6.02 of the Indenture. All terms used but not defined herein have the meanings assigned to such terms in the Indenture.

[signature page follows]

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I n Witness Whereof , the undersigned has executed this Notice of Voluntary Prepayment on the ___ day of _________, _____.

FTE Solar I, LLC, as Issuer

Name:

Title:

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Exhibit D

Form Of Supplemental Grant

SUPPLEMENTAL GRANT NO. __ OF ADDITIONAL SOLAR LOANS dated as of _____________, by and among FTE Solar I, LLC, a Delaware limited liability company (the “ Issuer ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “ Indenture Trustee ”).

WITNESSETH:

WHEREAS, the Issuer and the Indenture Trustee are parties to the Indenture, dated as of January 9, 2015 (as amended or otherwise modified from time to time, the “ Indenture ”);

WHEREAS, the Issuer wishes to pledge to the Indenture Trustee, for the benefit of the Noteholders and the Hedge Counterparty, all of the Issuer’s rights, title and interest, in the Conveyed Property arising in connection with the Additional Solar Loans and part of the Trust Estate;

NOW, THEREFORE, the Issuer and the Indenture Trustee agree as follows:

1. Defined Terms . All capitalized terms used herein shall have the meanings ascribed to them in the Indenture unless otherwise defined herein.

“ Cut-Off Date ” shall mean, with respect to the Additional Solar Loans, ________.

“ Funding Date ” shall mean, with respect to the Additional Solar Loans, ________.

2. Schedule of Solar Loans . The Issuer hereby delivers to the Indenture Trustee Schedule I which contains a true and complete list of the Additional Solar Loans pledged to the Indenture Trustee under this Supplemental Grant. The list of Additional Solar Loans contained in the accompanying certificate is hereby incorporated into and made a part of this Supplemental Grant and shall become a part of and supplement the Schedule of Solar Loans.

3. Grant of Additional Solar Loans .

The Issuer hereby pledges to the Indenture Trustee, for the benefit of the Noteholders and the Hedge Counterparty, all of the Issuer’s right, title and interest in and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from, (i) all Additional Solar Loans and all other Conveyed Property acquired by the Issuer under the Sale and Contribution Agreement, (ii) all of its rights and remedies relating to such Additional Solar Loans and other Conveyed Property under the Sale and Contribution Agreement and the Custodial Agreement, and (iii) proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute

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all or part or are included in the proceeds of any of the foregoing) expressly excluding any Marketable RECs (collectively, the “Additional Trust Estate”).

In connection with the foregoing pledge and if necessary, the Issuer agrees to authorize, record and file one or more financing statements (and continuation statements or other amendments with respect to such financing statements when applicable) with respect to the Additional Trust Estate meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the pledge of the Additional Trust Estate to the Indenture Trustee, and to deliver a file-stamped copy of such financing statements and continuation statements (or other amendments) or other evidence of such filing to the Indenture Trustee.

In connection with the foregoing pledge, the Issuer further agrees, on or prior to the date of this Supplemental Grant, to cause the portions of its computer files relating to the Additional Solar Loans pledged on such date to the Indenture Trustee to be clearly and unambiguously marked to indicate that each such Additional Solar Loan and all other Conveyed Property have been pledged on such date to the Indenture Trustee pursuant to the Indenture and this Supplemental Grant.

4. Acknowledgement by the Indenture Trustee . The Indenture Trustee acknowledges the pledge of the Additional Trust Estate, and the Indenture Trustee accepts the Additional Trust Estate in trust hereunder in accordance with the provisions hereof the Indenture.

The Indenture Trustee hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Supplemental Grant, the Issuer delivered to the Indenture Trustee Schedule I listing the Additional Solar Loans as described in Section 2 of this Supplemental Grant and such list of Additional Solar Loans is attached hereto as Schedule I .

5. Representations and Warranties of the Issuer . The Issuer hereby represents and warrants to the Indenture Trustee on the Funding Date that each representation and warranty to be made by it on such Funding Date pursuant to the Indenture is true and correct, and that each such representation and warranty is hereby incorporated herein by reference as though fully set out in this Supplemental Grant.

6. Ratification of the Indenture . The Indenture is hereby ratified, and all references to the Indenture shall be deemed from and after the Funding Date to be references to the Indenture as supplemented and amended by this Supplemental Grant. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Indenture shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or consent to non-compliance with any term or provision of the Indenture.

7. Counterparts . This Supplemental Grant may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Supplemental Grant by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof and deemed an original.

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8. GOVERNING LAW . THIS SUPPLEMENTAL GRANT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplemental Grant to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

FTE Solar I, LLC, as Issuer

Name: Lyndon Rive

Title: President

U.S. Bank National Association, as Indenture Trustee

Name:

Title:

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Exhibit E

Funding Date Certificate

FTE Solar I, LLC

[_________], 20[_]

In connection with that certain Indenture, dated as of January 9, 2015 (the “ Indenture ”), by and between FTE Solar I, LLC, a Delaware limited liability company, as issuer (the “ Issuer ”) and U.S. Bank National Association, as indenture trustee, the Issuer hereby certifies that, as of the Funding Date on [_________], 20[_], all of the conditions set forth in Section 8.02(b) of the Indenture shall have been satisfied. Capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

FTE Solar I, LLC, as Issuer

Name:

Title:

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Exhibit F

Cure Certificate

FTE Solar I, LLC

[_________], 20[_]

In connection with that certain Indenture, dated as of January 9, 2015 (the “ Indenture ”), by and between FTE Solar I - LLC , a Delaware limited liability company, as issuer (the “ Issuer ”) and U.S. Bank National Association, as indenture trustee, the Issuer hereby certifies that:

1. As of the deemed Funding Date on [_________], 20[_], all of the conditions set forth in Section 8.02(c) of the Indenture shall have been satisfied.

2. The attached Schedule I sets forth the Total Borrowing Base, the Class A Borrowing Base, the Class B Borrowing Base (collectively, the “ Borrowing Base Calculations ”) and provides all data used, in Excel format, to calculate the foregoing as of the deemed Funding Date and the computations reflected in the Borrowing Base Calculations are true, correct and complete.

3. The attached Schedule II sets forth an updated Schedule of Solar Loans for all Borrowing Base Solar Loans owned by the Issuer, and such schedule is true, correct and complete.

4. All of the representations and warranties of the SolarCity Entities made in the Note Purchase Agreement and any other Transaction Document shall be true and correct as of this date (except to the extent any such representation and warranty expressly relates to an earlier date including representations and warranties made as to financial information which is presented as of a specific date and public filings which relate to their day of filing, each of which shall be true and correct as of such earlier date).

Capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

FTE Solar I, LLC, as Issuer

Name:

Title:

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Exhibit 10.16c

THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON

TRIEX MODULE TECHNOLOGY

This THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of February 12, 2015 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”

I. RECITALS

I.1. FOUNDATION and SILEVO entered into that certain Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology effective as of September 2, 2014, as amended by a First Amendment thereto effective as of October 31, 2014 and a Second Amendment thereto effective as of December 15, 2014 (as amended, the “Agreement”)

I.2. The parties wish to amend the terms of Section 19.14 of the Agreement as set forth in this Amendment.

THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

II. DEFINED TERMS

In addition to the terms defined elsewhere in this Amendment, capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Agreement .

III. AMENDMENTS

Section 19.14 is amended by deleting the reference to “February 13, 2015” and replacing it with “March 31, 2015”.

IV. MISCELLANEOUS

No amendment or modification of this Amendment shall be valid or binding upon the Parties unless in a writing executed by both of the Parties. This Amendment, together with the Agreement, is the complete and exclusive statement of the agreement of the Parties in respect of the subject matter described in this Amendment and shall supersede all prior and contemporaneous agreements, communications, representations, and understandings, either oral or written, between the Parties or any officers, agents or representatives thereof. This Amendment may be signed in one or

more counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute the same Amendment. Any signed copy of this Amendment made by photocopy, facsimile or PDF Adobe format shall be considered an original. Except as amended and/or modified by this Amendment, the Agreement is hereby ratified and confirmed and the Agreement and all other terms thereof shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall prevail. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their duly authorized representatives as of the Effective Date.

THE RESEARCH FOUNDATION FOR

THE STATE UNIVERSITY OF NEW YORK

By: /s/ Christine Waller

Name: Christine Waller

Title: Operations Manager

SILEVO, INC.

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: President

Exhibit 10.16d

FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON

TRIEX MODULE TECHNOLOGY

This FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of March 30, 2015 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”

I. RECITALS

I.1. FOUNDATION and SILEVO entered into that certain Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology effective as of September 2, 2014, as amended by a First Amendment thereto effective as of October 31, 2014, a Second Amendment thereto effective as of December 15, 2014 and a Third Amendment thereto effective as of February 12, 2015 (as amended, the “Agreement”).

I.2. The parties wish to amend the terms of Section 19.14 of the Agreement as set forth in this Amendment.

II. DEFINED TERMS

In addition to the terms defined elsewhere in this Amendment, capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Agreement .

III. AMENDMENTS

Section 19.14 is amended by deleting the reference to “March 31, 2015” and replacing it with “June 30, 2015”.

IV. MISCELLANEOUS

representations, and understandings, either oral or written, between the Parties or any officers, agents or representatives thereof. This Amendment may be signed in one or more counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute the same Amendment. Any signed copy of this Amendment made by photocopy, facsimile or PDF Adobe format shall be considered an original. Except as amended and/or modified by this Amendment, the Agreement is hereby ratified and confirmed and the Agreement and all other terms thereof shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall prevail. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their duly authorized representatives as of the Effective Date.

THE RESEARCH FOUNDATION FOR

THE STATE UNIVERSITY OF NEW YORK

By: /s/ Christine Waller

Name: Christine Waller

Title: Operations Manager

SILEVO, INC.

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: President

Exhibit 10.17a

CONFIDENTIAL TREATMENT REQUESTED

Annex A

Standard Definitions

Rules of Construction. In these Standard Definitions and with respect to the Transaction Documents (as defined below), (i) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms, (ii) in any Transaction Document, the words "hereof," "herein," "hereunder" and similar words refer to such Transaction Document as a whole and not to any particular provisions of such Transaction Document, (iii) any subsection, Section, Article, Annex, Schedule and Exhibit references in any Transaction Document are to such Transaction Document unless otherwise specified, (iv) the term "documents" includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically), (v) the term "including" is not limiting and (except to the extent specifically provided otherwise) means "including (without limitation)", (vi) unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each means "to but excluding," and the word "through" means "to and including", (vii) the words "may" and "might" and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person, and (viii) references to an agreement or other document include references to such agreement or document as amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof.

"1940 Act" means the Investment Company Act of 1940, as amended.

"Account Control Agreement" means the deposit account control agreement, dated as of January 9, 2015, by and among the Issuer, the Indenture Trustee and the Lockbox Bank with respect to the Lockbox Account.

"Account Property" means the Accounts and all proceeds of the Accounts, including, without limitation, all amounts and investments held from time to time in any Account (whether in the form of deposit accounts, book-entry securities, uncertificated securities, security entitlements (as defined in Section 8-102(a)(17) of the UCC as enacted in the State of New York), financial assets (as defined in Section 8-102(a)(9) of the UCC), or any other investment property (as defined in Section 9-102(a)(49) of the UCC).

"Accountant's Report" shall have the meaning set forth in Section 5.3 of the Servicing Agreement.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Accounts" means, collectively, the Lockbox Account, the Collection Account, the Liquidity Reserve Account, and the Inverter Replacement Reserve Account.

"Act" shall have the meaning set forth in Section 12.03 of the Indenture.

" Additional Solar Loan Supplement " means, with respect to any Additional Solar Loans, an Additional Solar Loan Supplement, substantially in the form of Exhibit B to the Sale and Contribution Agreement, as applicable.

" Additional Solar Loans " means any Solar Loans transferred, assigned, sold and conveyed by the Originator to the Issuer on a Funding Date pursuant to an Additional Solar Loan Supplement.

" Adjusted LIBOR Rate " means the sum of (i) the Applicable Percentage and (ii) a rate per annum equal to the rate (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by dividing (a) LIBOR by (b) a percentage equal to 100% minus the reserve percentage (rounded upward to the next 1/100th of 1%) in effect on such day and applicable to the Alternate Purchaser for which this rate is calculated under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “eurocurrency liabilities”). The Adjusted LIBOR Rate shall be adjusted automatically as of the effective date of any change in such reserve percentage.

"Administrative Agent" means Credit Suisse AG, New York Branch, in its capacity as Administrative Agent for the Purchasers and the Funding Agents, and any successor Administrative Agent appointed pursuant to the terms of the Note Purchase Agreement.

" Administrative Agent-Related Persons " means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

" Affected Party " shall have the meaning set forth in Section 2.3(b) of the Note Purchase Agreement.

"Affiliate" of any specified Person means any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, a Person shall be deemed to "control" another Person if the controlling Person owns 5% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise; and the terms " controlling " and " controlled " have meanings correlative to the foregoing.

" Aggregate Discounted Solar Asset Balance " means on any date of determination, the sum of the Discounted Solar Asset Balances of all Borrowing Base Solar Loans; provided that

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

the Discounted Solar Asset Balance for any Defective Solar Loan, Delinquent Solar Loan, Defaulted Solar Loan or Ineligible Solar Loan shall be $[***].

" Aggregate Outstanding Note Balance " means, as of any date of determination, an amount equal to the sum of the Outstanding Note Balances of all Classes of Notes.

" Allocated Fee " means, for a Solar Loan, an amount equal to the sum of (i) the Allocated Manager Fee and (ii) the Allocated Servicer Fee, in each case, for such Solar Loan.

" Allocated Manager Fee " means, for a Solar Loan, an amount equal to the product of (i) the Manager Fee Base Rate and (ii) the DC nameplate capacity (measured in kW) of the PV System related to such Solar Loan.

" Allocated Servicer Fee " means, for a Solar Loan, an amount equal to the product of (i) the Servicer Fee Base Rate and (ii) the DC nameplate capacity (measured in kW) of the PV System related to such Solar Loan.

" Alternate Purchaser Percentage " means, with respect to any Alternate Purchaser for a Conduit, such Alternate Purchaser's Commitment with respect to such Conduit as a percentage of the Purchaser Commitment Amount with respect to the Purchaser Group of which such Conduit is a member.

" Alternate Purchasers " means, with respect to a Conduit, each Purchaser identified as an Alternate Purchaser for such Conduit on Schedule I to the Note Purchase Agreement.

"Amortization Event" means the occurrence of the any of the following events:

(i) the occurrence of a Manager Termination Event;

(ii) the occurrence of a Servicer Event of Default;

(iii) the amount on deposit in the Liquidity Reserve Account at any time is less than the Liquidity Reserve Account Required Balance (after giving effect to distributions to be made on a Funding Date or a Payment Date);

(iv) the amount on deposit in the Inverter Replacement Reserve Account is less than the Inverter Replacement Reserve Required Amount on any Determination Date (after giving effect to distributions to be made on the related Payment Date);

(v) on any Funding Date or Payment Date, the Three Month Rolling Average Solar Loan Payment Level is less than [***]%;

(vi) the Three Month Rolling Average Default Level is greater than [***]%;

(vii) a Change of Control with respect to the Issuer occurs;

(viii) an Event of Default occurs; or

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(ix) an "Event of Default" occurs under the Corporate Revolver.

" Amortization Period " means the period beginning after the occurrence of an Amortization Event and ending on the Facility Termination Date.

" Annual Escalator " means the rate in percentage terms by which the scheduled equivalent rate per kWh increases per annum as set forth in the Obligor Note.

" Applicable Commitment Percentage " means, on any date of determination, with respect to a Holder of a Class A Note, the Class A Commitment Percentage, and with respect to the Holder of a Class B Note, the Class B Commitment Percentage.

" Applicable Law " means all applicable laws of any Governmental Authority, including, without limitation, laws relating to consumer leasing and protection and any ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Governmental Authority and rules and regulations of any federal, regional, state, county, municipal or other Governmental Authority.

" Applicable Percentage " shall have the meaning set forth in the applicable Fee Letter.

" Approved Vendor List " means the list of Eligible Manufacturers attached as Exhibit D to the Management Agreement, as updated from time to time in accordance with the terms of the Management Agreement.

"Authorized Officer" means (i) with respect to the Issuer, any officer of the sole member of the Originator, as the Class A Member of the Issuer who is authorized to act for the sole member in matters relating to the Issuer and whose name appears on a list of authorized officers provided by such sole member to the Indenture Trustee (containing the specimen signatures of such officers), as such list may be amended from time to time, and (ii) with respect to any other Person, the Chairman, Co-Chairman or Vice Chairman of the Board of Directors, the President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer or any other authorized officer of the Person who is authorized to act for the Person and whose name appears on a list of such authorized officers furnished by the Person to the Indenture Trustee (containing the specimen signature of such officers), as such list may be amended or supplemented from time to time.

"Available Funds" means, with respect to any Payment Date, (i) Receivables of the Trust Estate, including, without limitation, Solar Loan Payments (net of Lockbox Bank Fees and Charges and excluding any Marketable RECS and proceeds thereof), (ii) amounts deposited by the Originator pursuant to the Sale and Contribution Agreement, (iii) amounts deposited by the Manager pursuant to the Management Agreement, (iv) amounts deposited by the Servicer pursuant to the Servicing Agreement, (v) amounts deposited by the Parent pursuant to the Parent Guaranty, (vi) amounts received from a Hedge Counterparty in respect of a Hedge Agreement, (vii) earnings on Eligible Investments, and (viii) amounts transferred from the Inverter Replacement Reserve Account or the Liquidity Reserve Account.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Bank Base Rate" means, with respect to any Purchaser for any day, a rate per annum equal to the sum of (i) the Base Rate with respect to such Purchaser on such date and (ii) the Applicable Percentage.

" Base Rate " means, with respect to any Purchaser for any day, a rate per annum equal to the greatest of (i) the prime rate of interest announced publicly by (x) if such Purchaser is a Non-Conduit Committed Purchaser, such Purchaser (or the Affiliate of such Purchaser that announces such rate), and (y) if such Purchaser is a member of a Purchaser Group, the Funding Agent with respect to such Purchaser Group (or the Affiliate of such Purchaser or Funding Agent, as applicable, that announces such rate) as in effect at its principal office from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by such Person) or, if such Purchaser, Funding Agent or Affiliate thereof does not publicly announce the prime rate of interest, as quoted in The Wall Street Journal on such day, and (ii) the sum of (a) 0.50% and (b) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding 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 such day for such transactions received by such Purchaser (or if such Purchaser is a member of a Purchaser Group, the Funding Agent with respect to such Purchaser Group) from three federal funds brokers of recognized standing selected by it.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., as amended.

" Basel III " means "A Global Regulatory Framework for More Resilient Banks and Banking Systems" developed by the Basel Committee on Banking Supervision, initially published in December 2010, and all national implementations thereof.

"Borrowing Base Aggregate Discounted Solar Asset Balance" means an amount equal to (i) the Aggregate Discounted Solar Asset Balance, minus (ii) the sum of (a) the Sub-Limit 1 Solar Loan Excluded Loan Balance, (b) the Sub-Limit 2 Solar Loan Excluded Loan Balance, and (c) the Excluded Loan Balance.

" Borrowing Base Solar Loans " means all Solar Loans sold to the Issuer pursuant to the Sale and Contribution Agreement and pledged to the Indenture Trustee pursuant to the Indenture.

" Borrowing Notice " means the notice presented by the Issuer to the Administrative Agent, each Funding Agent, each Non-Conduit Committed Purchaser, the Servicer and the Indenture Trustee to request the initial advance on the Initial Funding Date or thereafter, an Increase, in the form attached as Exhibit A to the Note Purchase Agreement.

" Breakage Costs " means, with respect to a failure by the Issuer, for any reason, to borrow any proposed Increase on the date specified in the applicable Borrowing Notice (including without limitation, as a result of the Issuer’s failure to satisfy any conditions precedent to such borrowing) after providing such Borrowing Notice, the resulting loss, cost, expense or liability

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

incurred by reason of the liquidation or reemployment of deposits, actually sustained by any Purchaser or the Administrative Agent.

"Business Day" means any day other than (i) a Saturday, Sunday or (ii) a day on which banking institutions in New York, New York, the cities in which the Manager and the Servicer are located or in the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed.

"Calculation Date" means, with respect to a Payment Date, the close of business on the last day of the related Collection Period.

"Capital Account" means the capital account established and maintained for each member of the Issuer or the Originator, as applicable, in the manner required by the Internal Revenue Service regulations under Section 704(b) of the Code.

"Capped Expense Amount" means, on any Payment Date, an amount equal to (i) $[***] minus (ii) the aggregate amount of payments made to the Indenture Trustee as reimbursement for extraordinary out-of-pocket expenses pursuant to clause (ii) of the Priority of Payments since the Closing Date in excess of $[***] per calendar year.

" Capital Stock " means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, but in no event will Capital Stock include any debt securities convertible or exchangeable into equity unless and until actually converted or exchanged.

" Carrying Cost Rate " means, with respect to any Interest Accrual Period, an amount equal to the sum of (i) the weighted average of the Swap Rates for the Class A Notes and the Class B Notes, (ii) the weighted average of (a) the Class A Applicable Margin, (b) the Class B Applicable Margin, (c) the Transition Service Provider fee rate, and (d) the Custodian fee rate.

"Certification" shall have the meaning set forth in the Custodial Agreement.

" Change in Law " means (i) the adoption or taking effect of any Law after the Closing Date, (ii) any change in Law or in the administration, interpretation, application or implementation thereof by any Official Body after the Closing Date, (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Official Body after the Closing Date or (iv) compliance by any Affected Party, by any lending office of such Affected Party or by such Affected Party’s holding company, if any, with any request, guideline or directive (whether or not having the force of law) of any Official Body made or issued after the Closing Date; provided , that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Act, (b) Basel III and (c) all requests, rules, guidelines and directives under either of the Dodd-Frank Act or Basel III or issued in connection therewith shall

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

be deemed to be a "Change in Law", regardless of the date implemented, enacted, adopted or issued.

" Change of Control " means any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") ) shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of, (i) in the case of the Servicer, more than 25% of Capital Stock, (ii) in case of the Manager, more than 50% of Capital Stock and (iii) in the case of the Issuer, any Capital Stock.

"Class" means all of the Notes of a series having the same Maturity Date, interest rate, priority of payments and designation.

" Class A Applicable Margin " shall have the meaning set forth in the applicable Fee Letter.

" Class A Borrowing Base " means for any date of determination, the sum of the Class A Rate Reduced Borrowing Base and the Class A Non-Rate Reduced Borrowing Base.

" Class A Commitment Percentage " means, on any date of determination, with respect to any Non-Conduit Committed Purchaser or Purchaser Group, the ratio, expressed as a percentage, which the Purchaser Commitment Amount of such Non-Conduit Committed Purchaser or Purchaser Group bears to the Class A Facility Limit on such date.

"Class A Facility Limit " means, on any date of determination, the sum of the Purchaser Commitment Amounts with respect to each of the Purchaser Groups and the Non-Conduit Committed Purchasers holding Class A Notes on such date. On the Closing Date, the Class A Facility Limit is $160,000,000.

" Class A Interest Distribution Amount " means for each Class A Note with respect to the Purchaser Invested Amount on any Payment Date, the sum of:

(i) an amount equal to the Cost of Funds for the related Interest Accrual Period with respect to a Non-Conduit Committed Purchaser that holds such Note or the Purchaser Group in whose Funding Agent’s name such Note is registered, as applicable, as such amount is reported to the Indenture Trustee by the Administrative Agent or the Servicer, and

(ii) the Class A Usage Fees; and

(iii) any unpaid Class A Interest Distribution Amounts from prior Payment Dates plus, to the extent permitted by law, interest thereon at the rate used to calculate the Cost of Funds plus the rate used to calculate the Class A Usage Fees for such Payment Date.

"Class A Non-Rate Reduced Borrowing Base" means for any date of determination, an amount equal to the product of (i) [***]%, (ii) the Borrowing Base Aggregate Discounted Solar Asset Balance on such date and (iii) the Non-Rate Reduction Payment Percentage on such date.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Class A Notes" means the Solar Loan Backed Variable Funding Notes, Class A issued pursuant to the Indenture.

" Class A Principal Distribution Amount " means for any Payment Date, an amount equal to the amount, if any by which the Outstanding Note Balance of the Class A Notes exceeds the Class A Borrowing Base.

"Class A Rate Reduced Borrowing Base" means for any date of determination, an amount equal to the product of (i) [***]%, (ii) the Borrowing Base Aggregate Discounted Solar Asset Balance on such date and (iii) the Rate Reduction Payment Percentage on such date.

" Class A Usage Fees " means with respect to any Purchaser Group or any Non-Conduit Committed Purchaser holding a Class A Note, the product of:

(i) the Class A Applicable Margin; and

(ii) its average daily Purchaser Invested Amount during the related Interest Accrual Period; and

(iii) the number of days in such Interest Accrual Period, divided by 360.

" Class B Applicable Margin " shall have the meaning set forth in the applicable Fee Letter.

" Class B Borrowing Base " means for any date of determination, the sum of the Class B Rate Reduced Borrowing Base and the Class B Non-Rate Reduced Borrowing Base.

" Class B Commitment Percentage " means, on any date of determination, with respect to any Non-Conduit Committed Purchaser or Purchaser Group, the ratio, expressed as a percentage, which the Purchaser Commitment Amount of such Non-Conduit Committed Purchaser or Purchaser Group bears to the Class B Facility Limit on such date.

"Class B Facility Limit " means, on any date of determination, the sum of the Purchaser Commitment Amounts with respect to each of the Purchaser Groups and the Non-Conduit Committed Purchasers holding Class B Notes on such date. On the Closing Date, the Class B Facility Limit is $40,000,000.

" Class B Interest Distribution Amount " means for each Class B Note with respect to the Purchaser Invested Amount on any Payment Date, the sum of:

(ii) the Class B Usage Fees; and

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(iii) any unpaid Class B Interest Distribution Amounts from prior Payment Dates plus, to the extent permitted by law, interest thereon at the rate used to calculate the Cost of Funds plus the rate used to calculate the Class B Usage Fees for such Payment Date.

"Class B Notes" means the Solar Loan Backed Variable Funding Notes, Class B issued pursuant to the Indenture.

"Class B Non-Rate Reduced Borrowing Base" means for any date of determination, an amount equal to the product of (i) [***]%, (ii) the Borrowing Base Aggregate Discounted Solar Asset Balance on such date and (iii) the Non-Rate Reduction Payment Percentage on such date.

" Class B Principal Distribution Amount " means for any Payment Date, an amount equal to the amount, if any by which the Outstanding Note Balance of the Class B Notes exceeds the Class B Borrowing Base.

"Class B Rate Reduced Borrowing Base" means for any date of determination, an amount equal to the product of (i) [***]%, (ii) the Borrowing Base Aggregate Discounted Solar Asset Balance on such date and (iii) the Rate Reduction Payment Percentage on such date.

"Class B Usage Fees" means with respect to any Purchaser Group or any Non-Conduit Committed Purchaser holding a Class B Note, the product of:

(i) the Class B Applicable Margin; and

(ii) its average daily Purchaser Invested Amount during the related Interest Accrual Period; and

(iii) the number of days in such Interest Accrual Period, divided by 360.

"Closing Date" means the date on which the conditions set forth in Section 3.3 of the Note Purchase Agreement are satisfied and the Notes are issued, which date shall be January 9, 2015.

"Closing List " means the Index of Closing Documents attached at Exhibit B to the Note Purchase Agreement.

"Code" means the Internal Revenue Code of 1986, as amended, including any successor or amendatory statutes.

"Collection Account" means the segregated trust account with that name established with and in the name of the Indenture Trustee and maintained pursuant to Section 5.01 of the Indenture.

"Collection Period" means, with respect to a Payment Date, the period beginning on the first day of the calendar month immediately preceding such Payment Date (or, with respect to the

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

initial Payment Date, beginning on the Initial Funding Date), and ending on the last day of such calendar month.

" Commercial Paper " means either (i) the promissory notes of any Conduit issued by such Conduit in the commercial paper market or (ii) the promissory notes issued in the commercial paper market by a multi-seller commercial paper conduit the proceeds of which are loaned to a Conduit.

" Commitment " means, for each Committed Purchaser, on any date of determination, the commitment of such Committed Purchaser to purchase a Class A Note or Class B Note on the Initial Funding Date and, thereafter, to maintain and, subject to certain conditions, increase its investment therein in accordance with the terms of the Note Purchase Agreement in an amount not to exceed the dollar amount set forth opposite the name of such Committed Purchaser on Schedule I of the Note Purchase Agreement as reduced from time to time pursuant to Section 2.4(b) of the Note Purchase Agreement and as amended in connection with assignments made by Committed Purchasers pursuant to Section 6.7 of the Note Purchase Agreement. If from time to time any Commitment is reduced pursuant to Section 2.4(b), then the Issuer shall deliver to the Administrative Agent an amended Schedule I of the Note Purchase Agreement setting forth the revised Commitments of the Committed Purchasers.

" Committed Purchaser " means any Alternate Purchaser or any Non-Conduit Committed Purchaser.

" Commodity Exchange Act " means the Commodity Exchange Act of 1936, as amended.

" Conduit " means any commercial paper conduit identified as a Conduit on Schedule I to the Note Purchase Agreement.

" Consenting Lender " means [***] .

" Consumer Protection Law " means all Applicable Laws and implementing regulations protecting the rights of consumers, including but not limited to those Applicable Laws enforced or administered by the Consumer Financial Protection Bureau, the Federal Trade Commission, and any other federal or state Governmental Authority (such as, by way of example, the California Department of Consumer Affairs) empowered with similar responsibilities.

" Conveyed Property " has the meaning set forth in the Sale and Contribution Agreement.

" Corporate Revolver " means the Amended and Restated Credit Agreement, entered into as of November 1, 2013 among SolarCity, as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer and the lenders party thereto.

"Corporate Trust Office" means the office of the Indenture Trustee at which its corporate trust business shall be administered, which office on the Closing Date shall be (a) for note transfer purposes and for purposes of presentment and surrender of the Notes for the final

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

distributions thereon, U.S. Bank National Association, 111 E. Fillmore Avenue, EP-MN-WS2N, St. Paul, Minnesota 55107, Attention: Transfers, and (b) for all other purposes, U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107, Attention: Global Structured Finance – SolarCity Finance Company, or such other address as shall be designated by the Indenture Trustee in a written notice to the Issuer and the Manager.

" Cost of Funds " means, with respect to any Interest Accrual Period the sum (without duplication) of the following amounts: with respect to (x) any Purchaser Group, (a) the amount of interest accrued with respect to the portion of the Purchaser Invested Amount funded by the Conduit which is a member of such Purchaser Group at a rate equal to the CP Rate applicable to such Conduit for such Interest Accrual Period and (b) the amount of interest accrued with respect to the portion of the Purchaser Invested Amount funded by any Alternate Purchaser which is a member of such Purchaser Group with respect to such Conduit at either the Adjusted LIBOR Rate or, if Adjusted LIBOR is not available, the Bank Base Rate and (y) any Non-Conduit Committed Purchaser, the amount of interest accrued with respect to its Purchaser Invested Amount at the LIBOR Rate or, if the LIBOR Rate is not available, the Bank Base Rate.

" Covered Solar Assets Information” has the meaning set forth in Section 5.1 of the Management Agreement.

" Covered Solar Loan " means, for purposes of the Management Agreement and the Servicing Agreement, each Solar Loan set forth on the Schedule of Solar Loans attached to the Indenture.

" CP Rate " means for any day for any Increase and for any Conduit, to the extent such Conduit funds such Increase by issuing Commercial Paper, the rate determined by such Conduit based upon the per annum rate equivalent to the weighted average cost (as reasonably determined by such Conduit, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit, other borrowings by such Conduit and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that is reasonably allocated, in whole or in part, by such Conduit or its related Funding Agent to the funding or maintaining of such Increase on such day (the proceeds of which may also be allocated in part to the funding of other assets of such Conduit (and, if such proceeds are allocated in part to the funding of other assets of such Conduit the costs associated with such funding will also be allocated in the appropriate portion to the funding of such other asset)); provided , however , that if any component of any such rate is a discount rate, in calculating the "CP Rate" for such Increase for such Interest Accrual Period, such Conduit shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

" CRR " means the European Union Capital Requirements Regulation (Regulation (EU) No 575/2013), as amended from time to time.

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"Custodial Agreement" means that certain Custodial Agreement, to be entered into on or prior to the Initial Funding Date by the Custodian, the Indenture Trustee, the Administrative Agent and the Issuer and in such form acceptable to the Administrative Agent.

"Custodian" shall have the meaning set forth in the Custodial Agreement.

"Custodian Fee" shall have the meaning set forth in the Custodial Agreement.

" Custodian File " shall have the meaning set forth in the Custodial Agreement.

" Customer Agreement " means (i) the Customer System Sale Agreement and (ii) the Obligor Note.

" Customer System Sale Agreement " means the sale agreement between an Obligor and SolarCity for the purchase of a PV System and the Customer Warranty Agreement.

" Customer Warranty Agreement " means any separate production warranty agreement provided by SolarCity to an Obligor (which may be an exhibit to a Customer System Sale Agreement) in connection with the performance and installation of the related PV System that specified a minimum level of solar energy production, as measured in kWh for a specified time period.

"Cut-Off Date" means, for each Solar Loan, the date specified in the related Schedule of Solar Loans as the date after which all subsequent collections related to such Solar Loan are sold by the Originator to the Issuer and pledged by the Issuer to the Indenture Trustee.

"Default" means any event which results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default, Servicer Event of Default or a Manager Termination Event.

" Default Level " means, for any Collection Period, the quotient (expressed as a percentage) of (i) the sum of the Discounted Solar Asset Balances of all Solar Loan that became Defaulted Solar Loans during such Collection Period (other than Defaulted Solar Loans repurchased by the Originator pursuant to Section 7 of the Sale and Contribution Agreement), divided by (ii) the Aggregate Discounted Solar Asset Balance on the first day of such Collection Period.

" Defaulted Solar Loan " means any Solar Loan for which (i) all or a portion of a scheduled Solar Loan Payment is delinquent by more than [***] days from its original due date and is not remedied within such [***] -day period or (ii) the Servicer has determined that such Solar Loan should be fully written off in accordance with the Obligor Collections Policy. For the avoidance of doubt, failure by an Obligor to make its Rate Reduction Payment will not cause the related Solar Loan to be a Defaulted Solar Loan.

"Defective Solar Loan" means a Solar Loan with respect to which it is determined by the Administrative Agent or the Servicer, at any time, that the Originator or the Issuer breached one

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or more of the applicable representations or warranties regarding eligibility of such Solar Loan contained in Schedule I to the Sale and Contribution Agreement at the time of (i) the assignment by the Originator to the Issuer pursuant to the Sale and Contribution Agreement or (ii) the Grant by the Issuer to the Indenture Trustee under the Indenture, unless such breach has been waived, in writing, by the Administrative Agent, acting at the direction of the Majority Facility Investors.

" Delinquent Solar Loan " means any Solar Loan for which all or a portion of a scheduled Solar Loan Payment is delinquent by more than [***] days from its original due date and is not remedied within such [***] -day period; provided, if the related PV System has been turned off prior to the [***] -day period or if at any time a Solar Loan is satisfied (other than by payment), subordinated or rescinded or becomes subject to a pending lawsuit which, if decided adversely, would materially and adversely affect (A) the condition (financial or otherwise), business or operations of the Issuer, (B) the ability of the Issuer to perform its obligations under, or the validity or enforceability of, the Indenture or any other Transaction Document to which it is a party, (C) such Solar Loan (including, without limitation, its validity, enforceability or collectability) or title of the Issuer to such Solar Loan, or (D) the Issuer’s or the Indenture Trustee's ability to foreclose or otherwise enforce its rights with respect to such Solar Loan, such Solar Loan will be considered a Delinquent Solar Loan. For the avoidance of doubt, failure by the related Obligor to make its Rate Reduction Payment will not cause the related Solar Loan to be a Delinquent Solar Loan.

" Delivery " means, when used with respect to Account Property:

(1)(a) with respect to bankers' acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute "instruments" within the meaning of Section 9 ‑102(a)(47) of the UCC, transfer thereof:

(i) by physical delivery to the Indenture Trustee, indorsed to, or registered in the name of, the Indenture Trustee or its nominee or indorsed in blank;

(ii) by the Indenture Trustee continuously maintaining possession of such instrument; and

(iii) by the Indenture Trustee continuously indicating by book-entry that such instrument is credited to the related Account;

(b) with respect to a "certificated security" (as defined in Section 8 ‑102(a)(4) of the UCC), transfer thereof:

(i) by physical delivery of such certificated security to the Indenture Trustee, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Indenture Trustee or indorsed in blank;

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(ii) by the Indenture Trustee continuously maintaining possession of such certificated security; and

(iii) by the Indenture Trustee continuously indicating by book-entry that such certificated security is credited to the related Account;

(c) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC, transfer thereof:

(i) by (x) book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary which is also a "depositary" pursuant to applicable federal regulations and issuance by such securities intermediary of a deposit advice or other written confirmation of such book-entry registration to the Indenture Trustee of the purchase by the securities intermediary on behalf of the Indenture Trustee of such book-entry security; the making by such securities intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Indenture Trustee and continuously indicating that such securities intermediary holds such book-entry security solely as agent for the Indenture Trustee or (y) continuous book-entry registration of such property to a book-entry account maintained by the Indenture Trustee with a Federal Reserve Bank; and

(ii) by the Indenture Trustee continuously indicating by book-entry that property is credited to the related Account;

(d) with respect to any asset in the Accounts that is an "uncertificated security" (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) above or clause (e) below:

(i) transfer thereof:

(A) by registration to the Indenture Trustee as the registered owner thereof, on the books and records of the issuer thereof; or

(B) by another Person (not a securities intermediary) who either becomes the registered owner of the uncertificated security on behalf of the Indenture Trustee, or having become the registered owner, acknowledges that it holds for the Indenture Trustee; or

(ii) the issuer thereof has agreed that it will comply with instructions originated by the Indenture Trustee with respect to such uncertificated security without further consent of the registered owner thereof; or

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(e) in the case of each security in the custody of or maintained on the books of a clearing corporation (as defined in Section 8-102(a)(5)) or its nominee, by causing:

(i) the relevant clearing corporation to credit such security to a securities account of the Indenture Trustee at such clearing corporation; and

(ii) the Indenture Trustee to continuously indicate by book-entry that such security is credited to the related Account;

(f) with respect to a "security entitlement" (as defined in Section 8-102(a)(17) of the UCC) to be transferred to or for the benefit of a collateral agent and not governed by clauses (c) or (e) above: if a securities intermediary (A) indicates by book entry that the underlying "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Indenture Trustee's "securities account" (as defined in Section 8-501(a) of the UCC), (B) receives a financial asset from the Indenture Trustee or acquires the underlying financial asset for the Indenture Trustee, and in either case, accepts it for credit to the Indenture Trustee's securities account or (C) becomes obligated under other law, regulation or rule to credit the underlying financial asset to the Indenture Trustee's securities account, the making by the securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Indenture Trustee; and continuously indicating by book-entry that such securities entitlement is credited to the Indenture Trustee's securities account; and by the Indenture Trustee continuously indicating by book-entry that such security entitlement (or all rights and property of the Indenture Trustee representing such securities entitlement) is credited to the related Account; and/or

(2) In the case of any such asset, such additional or alternative procedures as are now or may hereafter become appropriate to effect the complete transfer of ownership of, or control over, any such assets in the Accounts to the Indenture Trustee free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof.

In each case of Delivery contemplated by the Indenture, the Indenture Trustee shall make appropriate notations on its records, and shall cause the same to be made on the records of its nominees, indicating that securities are held in trust pursuant to and as provided in the Indenture.

"Determination Date" means, with respect to a Payment Date, the 15th day of the calendar month in which such Payment Date occurs, or if such day is not a Business Day, the next succeeding Business Day.

"Discount Rate" means, as of any date of determination, the greater of (i) 6.00% and (ii) the Carrying Cost Rate.

" Discounted Solar Asset Balance " means, with respect to a Solar Loan and as of any Calculation Date, an amount equal to the present value of the remaining and unpaid stream of Net Scheduled Payments for such Solar Loan on or after such Calculation Date, based upon

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discounting such Net Scheduled Payments to such Calculation Date at an annual rate equal to the Discount Rate; provided , however , that any Defective Solar Loan, Defaulted Solar Loan, Delinquent Solar Loan or Ineligible Solar Loan will be deemed to have a Discounted Solar Asset Balance equal to [***].

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended from time to time and any successor statute, together with the rules and regulations thereunder.

" ECP Asset Amount " means, for any date of determination, an amount equal to sum of (i) the Discounted Solar Asset Balances of all Borrowing Base Solar Loans and (ii) amounts on deposit in the Collection Account, the Liquidity Reserve Account and the Inverter Replacement Reserve Account.

"Eligible Account" means either (i) a segregated account or accounts maintained with an institution whose deposits are insured by the Federal Deposit Insurance Corporation, the unsecured and uncollateralized long-term debt obligations of which institution shall be rated "AA-" or higher by S&P and the short-term debt obligations of which are in the highest short term rating category by the Rating Agency, and which is (a) a federal savings and loan association duly organized, validly existing and in good standing under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking laws of any State, (c) a national banking association duly organized and validly existing under the federal banking laws or (d) a subsidiary of a bank holding company, and as to which the Rating Agency has indicated that the use of such account shall not cause the withdrawal of its rating on any Notes, or (ii) a segregated trust account or accounts maintained with the trust department of a federal or State chartered depository institution, having capital and surplus of not less than $100,000,000, acting in its fiduciary capacity, and acceptable to the Rating Agency.

"Eligible Institution" means (i) the corporate trust department of the Indenture Trustee or (ii) a depository institution or trust company organized under the laws of the United States of America or any one of the States thereof, or the District of Columbia (or any domestic branch of a foreign bank), which at all times (a) has either (1) a long-term unsecured debt rating of "AA" or better by the Rating Agency or (2) a certificate of deposit rating of "A-1+" by the Rating Agency and (b) whose deposits are insured by the FDIC.

"Eligible Investments" means any one or more of the following obligations or securities:

(i) (a) direct interest-bearing obligations of, and interest-bearing obligations guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States; (b) direct interest-bearing obligations of, and interest-bearing obligations guaranteed as to payment of principal and interest by, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, but only if, at the time of investment, such obligations are assigned the highest credit rating by the Rating Agency; and (c) evidence of ownership of a proportionate interest in specified obligations described in (a) and/or (b) above;

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(ii) demand, time deposits, money market deposit accounts, certificates of deposit of, and federal funds sold by, depository institutions or trust companies (including the Indenture Trustee acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof (or domestic branches of foreign banks), subject to supervision and examination by federal or state banking or depository institution authorities, and having, at the time of the Issuer's investment or contractual commitment to invest therein, a short term unsecured debt rating of "A-1" by the Rating Agency;

(iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any State thereof which have a rating of no less than "A-1+" by the Rating Agency and a maturity of no more than 365 days;

(iv) commercial paper (including both non-interest bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the closing date thereof) of any corporation (other than the Issuer, but including the Indenture Trustee, acting in its commercial capacity), incorporated under the laws of the United States of America or any State thereof, that, at the time of the investment or contractual commitment to invest therein, a rating of "A-1" by the Rating Agency;

(v) money market mutual funds, including, without limitation, those of the Indenture Trustee or any Affiliate thereof, or any other mutual funds registered under the 1940 Act which invest only in other Eligible Investments, having a rating, at the time of such investment, of no less than "AAAm" or "AAAm-G" by the Rating Agency, including any fund for which U.S. Bank, the Indenture Trustee, or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) U.S. Bank, or an Affiliate thereof, charges and collects fees and expenses from such funds for services rendered, (b) U.S. Bank, the Indenture Trustee or an Affiliate thereof, charges and collects fees and expenses for services rendered under the Transaction Documents and (c) services performed for such funds and pursuant to the Transaction Documents may converge at any time; or

(vi) money market deposit accounts, demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking or depository institution authorities; provided , however , that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall be rated "A-1+" by the Rating Agency.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

With respect to clause (v) immediately above, U.S. Bank, or an Affiliate thereof may charge and collect such fees from such funds as are collected customarily for services rendered to such funds (but not to exceed investments earnings thereon).

The Indenture Trustee may purchase from or sell to itself or an Affiliate, as principal or agent, the Eligible Investments listed above. All Eligible Investments in an Account shall be made in the name of the Indenture Trustee for the benefit of the Noteholders.

" Eligible Manufacturers " means the equipment manufacturers listed on the Approved Vendor List.

"Eligible Solar Loan" means a Solar Loan meeting, as of the Funding Date on which such Solar Loan was sold by the Originator to the Issuer pursuant to the Sale and Contribution Agreement and pledged to by the Issuer to the Indenture Trustee pursuant to the Indenture, all of the requirements specified in Schedule I of the Sale and Contribution Agreement.

"Eligible State" means each of [***] and each other State from time to time presented by the Originator to the Administrative Agent, with a copy to the Issuer, and approved in writing by the Administrative Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute, together with the rules and regulations thereunder.

"Event of Default" shall have the meaning set forth in Section 9.01 of the Indenture.

“Event of Loss” means, with respect to a PV System, the occurrence of any damage or destruction by fire, theft or other casualty and such PV System has become inoperable because of such event.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

" Excluded Loan Balance " means, as of any date of determination following the Ramp-Up Period, the sum of the following:

(i) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related Obligor is a resident of the Highest State Concentration exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

(ii) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related Obligor is a resident of the Highest Three State Concentration exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

(iii) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related Obligor is a resident of the Highest Five County Concentration exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

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(iv) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related Obligor is a resident of the Highest Ten County Concentration exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

(v) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related Obligor is a resident of the Highest Five Utility District Concentration exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

(vi) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the initial Solar Loan Balance is greater than $[***] exceeds [***]% of the Aggregate Discounted Solar Asset Balance; plus

(vii) the amount by which the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans for which the related PV System is comprised of used (but undamaged) parts and materials and the related Obligor has accepted and acknowledged that such PV System has used parts and materials exceeds [***]% of the Aggregate Discounted Solar Asset Balance.

During the Ramp-Up Period, the Excluded Loan Balance shall be equal to $[***].

" Excluded Taxes " shall have the meaning set forth in Section 4.2 of the Note Purchase Agreement.

" Extended Portion " means, with respect to any Purchaser Group or Non-Conduit Committed Purchaser that is extending the Facility Termination Date with respect to less than all of its Purchaser Commitment Amount, an amount equal to the portion of such Purchaser Group or Non-Conduit Committed Purchaser's Purchaser Invested Amount that is being extended.

" Facility Limit " means, on any date of determination, the sum of the Class A Facility Limit and the Class B Facility Limit.

" Facility Termination Date " means the earlier to occur of (i) the Maturity Date and (ii) the acceleration of the Notes following the occurrence of an Event of Default.

" FATCA " means Sections 1471 through 1474 of the Code, any current or future Treasury Regulations promulgated thereunder or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b) of the Code.

" FATCA Withholding Tax " means any withholding or deduction pursuant to FATCA.

" Fee Letter " means, as the context shall require, the (i) Fee Letter among the Issuer, FinCo, SolarCity, each Purchaser, the Administrative Agent, each Funding Agent and Non-Conduit Committed Purchaser relating to the Up-Front Fees and (ii) Fee Letter among the Issuer, FinCo, SolarCity and the Structuring Agent relating to the Structuring Fee.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

" FICO " means a credit risk score for individuals calculated using the model developed by Fair, Isaac and Company. Any reference to a FICO score in a Transaction Document means the FICO score attributed to any Obligor at the time of sale of a PV System to such Obligor; provided that if there is more than one Obligor with respect to a Solar Loan, any reference to a FICO score in a Transaction Document means the FICO score attributed to the primary Obligor, in each case at the time of sale of a PV System to such Obligors.

"Financing Statements" means, collectively, the Originator Financing Statement and the Issuer Financing Statement.

"FinCo" means SolarCity Finance Company, a Delaware limited liability company.

" Force Majeure Event " means any event or circumstances beyond the reasonable control of and without the fault or negligence of the Person claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; the binding order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failure of the Person claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the Person claiming Force Majeure.

" Funding Agent " shall have the meaning set forth in the preamble of the Note Purchase Agreement.

" Funding Date " means the Initial Funding Date or the date on which the Aggregate Outstanding Note Balance is increased pursuant to Section 2.2 of the Note Purchase Agreement.

" Funding Percentage " means, with respect to holders of the Class A Notes, 80% and with respect to the holders of the Class B Notes, 20%.

" GAAP " means (i) generally accepted accounting principles in the United States of America as in effect from time to time, consistently applied and (ii) upon mutual agreement of the parties, internationally recognized generally accepted accounting principles, consistently applied.

" Governmental Authority " means any national, federal, State, local or other government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Grant" means to pledge, create and grant a security interest in and with regard to property. A Grant of a Solar Loan or of any other instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipts for principal and interest payments in respect of such collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

" Hedge Agreement " means, collectively, (i) the related ISDA Master Agreement, the related Schedule to the ISDA Master Agreement, and the related Confirmation or (ii) a long form confirmation.

" Hedge Counterparty " means the initial counterparty under a Hedge Agreement, and any Qualified Hedge Counterparty to such Hedge Agreement thereafter.

" Hedge Requirements " means the requirements of the Issuer to (i) upon the occurrence of a Hedge Trigger Event and on each Funding Date thereafter, enter into one or more interest rate cap agreements with a Qualified Hedge Counterparty, under which (a) the Issuer shall, for the remaining duration of the Revolving Period, receive on a monthly basis, on or about each Payment Date, a floating rate of interest based on LIBOR in exchange for the payment by the Issuer of a premium payable at the time such interest rate cap agreement is entered into, (b) the strike rate is not more than [***]%, and (c) the notional balance is equal to the Aggregate Outstanding Note Balance after giving effect to the applicable Funding Date, and (ii) on each Funding Date, enter into a forward-starting interest rate swap agreement at the then applicable Swap Rate and on an amortizing schedule determined using the methodology illustrated by the definition of Swap Rate with an effective date as of the Maturity Date; in each of the case of (i) and (ii) above, on terms and conditions and pursuant to such documentation as shall be acceptable to the Administrative Agent.

" Hedge Trigger Event " means the earliest to occur of: (i) with respect to any Interest Accrual Period, LIBOR is greater than or equal to [***]%; (ii) the end of the Revolving Period; and (iii) the date which is 30 days prior to the Maturity Date.

" Highest Five County Concentration " means the counties in the United States with the five highest concentrations of Obligors, measured by the aggregate Discounted Solar Asset Balance of related Borrowing Base Solar Loans and the Aggregate Discounted Solar Asset Balance.

" Highest Five Utility District Concentration " means the utility districts in the United States with the five highest concentrations of Obligors, measured by the aggregate Discounted Solar Asset Balance of related Borrowing Base Solar Loans and the Aggregate Discounted Solar Asset Balance.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Highest Lawful Rate" shall have the meaning set forth in Section 4 of the Sale and Contribution Agreement.

" Highest State Concentration " means the States in the United States (other than California) with the highest concentration of Obligors, measured by the aggregate Discounted Solar Asset Balance of related Borrowing Base Solar Loans and the Aggregate Discounted Solar Asset Balance.

" Highest Ten County Concentration " means the counties in the United States with the ten highest concentrations of Obligors, measured by the aggregate Discounted Solar Asset Balance of related Borrowing Base Solar Loans and the Aggregate Discounted Solar Asset Balance.

" Highest Three State Concentration " means the States in the United States (other than California) with the three highest concentrations of Obligors, measured by the aggregate Discounted Solar Asset Balance of related Borrowing Base Solar Loans and the Aggregate Discounted Solar Asset Balance.

"Holder" means a Noteholder.

" Increase " shall have the meaning set forth in Section 2.2(a) of the Note Purchase Agreement.

" Indemnifiable Event " shall have the meaning set forth in Section 4.1 of the Note Purchase Agreement.

" Indemnified Amounts " shall have the meaning set forth in Section 4.1 of the Note Purchase Agreement.

" Indemnified Parties " shall have the meaning set forth in Section 4.1 of the Note Purchase Agreement.

"Indenture" means the indenture between the Issuer and the Indenture Trustee, dated as of the Closing Date.

"Indenture Trustee" means U.S. Bank, until a successor Person shall have become the Indenture Trustee pursuant to the applicable provisions of the Indenture, and thereafter " Indenture Trustee " means such successor Person in its capacity as indenture trustee.

"Indenture Trustee Fee" means, for each Payment Date (in accordance with and subject to the Priority of Payments), an amount equal to $[***].

"Independent Accountants" means a nationally recognized firm of public accountants selected by the Servicer; provided , that such firm is independent with respect to the Servicer within the meaning of the Securities Act.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Ineligible Solar Loan" means, a Borrowing Base Solar Loan which, as of a Funding Date or a Determination Date, does not meet any of the requirements set forth in items 2, 3, 4, 7, 8, 9, 11, 17, 19, 21, 22, 23, 25, 26, 30 on Schedule I of the Sale and Contribution Agreement, is a Terminated Solar Loan or does not meet the following requirements: (i) if any components of the related PV System were replaced after the time of installation, such replacement components were manufactured by Eligible Manufacturers and all Manufacturer Warranties relating to such replacement components of the related PV System were in full force and effect; (ii) if any parts and materials are installed in connection with the related PV System after the date on which the related Solar Loan was sold to the Issuer, such parts and materials are undamaged at the time of installation; and (iii) permission to operate with respect to the related PV System has not been revoked and such PV System has generated electricity.

"Initial Aggregate Outstanding Note Balance " shall be zero on the Closing Date and thereafter shall have the meaning set forth in Section 2.1 of the Note Purchase Agreement.

" Initial Funding Date " means the date initial purchases are made of the Notes pursuant to Article II of the Note Purchase Agreement.

"Insurance Proceeds" means any funds, moneys or other net proceeds received by the Issuer as an additional insured in connection with the physical loss or damage to a PV System, including lost revenues through business interruption insurance, or any other incident.

"Interconnection Agreement" means, with respect to a PV System, a contractual obligation between a utility and an Obligor that allows the Obligor to interconnect such PV System to the utility electrical grid.

"Interest Accrual Period" means for each Payment Date, the period from and including the immediately preceding Payment Date to but excluding such Payment Date; provided, that the Interest Accrual Period for the initial Payment Date shall be the actual number of days from and including the Closing Date to, but excluding the initial Payment Date; provided, further , that with respect to the calculation of the Class A Interest Distribution Amount and the Class B Interest Distribution Amount, the Interest Accrual Period for the first Payment Date to occur after the Initial Funding Date shall be the actual number of days from and including the Initial Funding Date to, but excluding, such Payment Date.

"Inverter" means, with respect to a PV System, the necessary device required to convert the variable direct electrical current (DC) output from a Solar Photovoltaic Panel into a utility frequency alternating electrical current (AC) that can be used by an Obligor's home or property, or that can be fed back into a utility electrical grid pursuant to an Interconnection Agreement.

" Inverter Replacement Reserve Account" means the segregated trust account with that name established with and in the name of the Indenture Trustee pursuant to Section 5.01 of the Indenture.

"Inverter Replacement Reserve Deposit" means, with respect to a given Determination Date, an amount equal to the lesser of (i) the product of (a) [***] and (b) the aggregate DC

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

nameplate capacity (measured in kW) of all the PV Systems related to the Solar Loans as set forth in the applicable Monthly Servicer Report and (ii) (a) the Inverter Replacement Reserve Required Amount as of such Determination Date, minus (b) the amount on deposit in the Inverter Replacement Reserve Account as of the related Determination Date.

" Inverter Replacement Reserve Required Amount" means, with respect to a given Determination Date, the product of (i) $[***], and (ii) the aggregate DC nameplate capacity (measured in kW) of all PV Systems related to the Solar Loans set forth in the applicable Monthly Servicer Report on such Determination Date that have related Customer Agreements with remaining terms that exceed the remaining terms of the Manufacturer Warranty for the Inverter associated with such PV System.

"Issuer" means FTE Solar I, LLC, a Delaware limited liability company.

"Issuer Financing Statement" means a UCC‑1 financing statement naming the Indenture Trustee as the secured party and the Issuer as the debtor.

"Issuer Operating Agreement" means that certain Limited Liability Company Agreement of the Issuer dated January 9, 2015.

"Issuer Order" means a written order or request signed in the name of the Issuer by an Authorized Officer and delivered to the Indenture Trustee.

" Issuer Secured Obligations " means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders and the Hedge Counterparties under the Indenture, the Notes or any Hedge Agreement, as applicable.

" Law " means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, guideline, judgment, injunction, writ, decree or award of any Official Body.

" LIBOR " means, an interest rate per annum equal to the rate appearing on Reuters (the " Service ") Page LIBOR01 (or on any successor or substitute page of the Service, or any successor to or substitute for the Service, providing rate quotations comparable to those currently provided on such page of the Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. Dollar deposits in the London interbank market) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Accrual Period, as the rate for U.S. Dollar deposits with a maturity of one month.

" Lien " means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, easement or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under applicable law.

" Liquidation Fee " means for (i) any Note held by a Conduit for which interest is computed by reference to the CP Rate and a reduction of the principal balance of the relevant

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Note is made for any reason or (ii) any Interest Accrual Period for which interest is computed by reference to One-Month LIBOR and a reduction of the principal balance of the relevant Note is made for any reason, in each case, on any day other than the last day of such Interest Accrual Period, the amount, if any, by which (A) the additional interest (calculated without taking into account any Liquidation Fee or any shortened duration of such Interest Accrual Period) which would have accrued during such Interest Accrual Period on the reductions of principal balance of the Note relating to such Interest Accrual Period had such reductions not occurred, exceeds (B) the income, if any, received by the Conduit or the Committed Purchaser which holds such Note from the investment of the proceeds of such reductions of principal balance. A statement as to the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the affected Conduit or Committed Purchaser to the Issuer and shall be prima facie evidence of the matters to which it relates for the purpose of any litigation or arbitration proceedings, absent manifest error or fraud.

" Liquidity Reserve Account" means the segregated trust account with that name established with and in the name of the Indenture Trustee pursuant to Section 5.01 of the Indenture.

" Liquidity Reserve Account Required Balance" means, as of any Funding Date or any Payment Date, an amount equal to the product of (i) [***], (ii) [***], (iii) the Carrying Cost Rate and (iv) the then Aggregate Outstanding Note Balance as of such Funding Date or Payment Date (if on a Payment Date, the Aggregate Outstanding Note Balance after principal payments made on such Payment Date).

" Loan Balance " means the outstanding principal balance under an Obligor Note.

" Lockbox Account " means that certain account established at the Lockbox Bank and maintained in the name of Issuer (subject to the Account Control Agreement) and to which the Servicer has instructed all Obligors to direct all Solar Loan Payments, as applicable.

" Lockbox Bank " means Bank of America, N.A.

"Lockbox Bank Fees and Charges" mean those debits from the Lockbox Account expressly permitted under the Account Control Agreement.

"Lockbox Bank Retained Balance" means the amount set forth in Section 14(j) of the Account Control Agreement for the payment of Lockbox Bank Fees and Charges.

" Maintenance Log " shall have the meaning set forth in Exhibit A of the Management Agreement.

" Majority Facility Investors " means at any time, Purchaser Groups and/or Non-Conduit Committed Purchasers having Applicable Commitment Percentages aggregating more than 51% of the Facility Limit and the Consenting Lender.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

" Management Agreement" means that certain Management Agreement, dated as of the Closing Date, between the Manager, the Administrative Agent and the Issuer.

" Management Standard " shall have the meaning set forth in Section 2.1(a) of the Management Agreement.

"Manager" means SolarCity as the initial Manager or any other Replacement Manager acting as Manager pursuant to the Management Agreement. Unless the context otherwise requires, "Manager" also refers to any successor Manager appointed pursuant to the Management Agreement.

"Manager/Servicer Transition Agreement" means that certain Manager/Servicer Transition Agreement, dated as of the Closing Date, among the Transition Service Provider, the Administrative Agent, the Servicer, the Manager, the Issuer and the Indenture Trustee.

" Manager Extraordinary Expenses " means (i) extraordinary expenses incurred by the Manager in accordance with the Management Standard in connection with (a) its performance of maintenance and operations services on a PV System on an emergency basis in order to prevent serious injury, loss or damage to persons or property, (b) any litigation pursued by the Manager in respect of Manufacturer Warranties, (c) any litigation pursued by the Manager in respect of a Customer Agreement, or (d) the replacement of Inverters that do not have the benefit of a Manufacturer Warranty, to the extent not reimbursed from the Inverter Replacement Reserve Account, and (ii) to the extent (a) a PV System suffers an Event of Loss, (b) Insurance Proceeds are reduced by any applicable deductible and (c) the Manager incurs costs related to the repair, restoration, replacement or rebuilding of such PV System in excess of the Insurance Proceeds, an amount equal to the lesser of such excess and the applicable deductible.

"Manager Fee" means for each Payment Date (in accordance with and subject to the Priority of Payments) an amount equal to the product of (i) one-twelfth of the Manager Fee Base Rate and (ii) the aggregate DC nameplate capacity (measured in kW) of all the PV Systems related to the Solar Loans as set forth in the applicable Monthly Servicer Report as of the first day of the related Collection Period (excluding Defaulted Solar Loans that are not operational and not in the process of being removed or redeployed).

"Manager Fee Base Rate" means initially $[***] which amount shall be increased on each annual anniversary of the initial Determination Date by [***]%.

"Manager Termination Event" shall have the meaning set forth in Section 6.1 of the Management Agreement.

"Manufacturer Warranty" means any warranty given by a manufacturer of a PV System relating to such PV System or any part or component thereof.

"Margin Stock" shall have the meaning set forth in Regulation U.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Marketable REC" means a renewable energy certificate representing any and all environmental credits, benefits, emissions reductions, offsets and allowances, howsoever entitled, that are created or otherwise arise from a PV System's generation of electricity, including, but not limited to, a solar renewable energy certificate issued to comply with a State's renewable portfolio standard and in each case resulting from the avoidance of the emission of any gas, chemical, or other substance attributable to the generation of solar energy by a PV System.

" Material Adverse Effect " means, with respect to any Person and any event or circumstance, a material adverse effect on (i) the business, properties, operations or condition (financial or otherwise) of such Person, (ii) the ability of such Person to perform its respective obligations under any Transaction Documents to which it is a party, (iii) the validity or enforceability of, or collectability of amounts payable by such Person under, any Transaction Documents to which it is a party, (iv) the status, existence, perfection or priority of any Lien granted by such Person under any Transaction Documents to which it is a party, or (v) the value, validity, enforceability or collectability of the Trust Estate.

"Maturity Date" means the Payment Date occurring in January 2017.

"Monthly Servicer Report" means a report substantially in the form specified in Section 5.1 of the Servicing Agreement, delivered to the Issuer, the Indenture Trustee, the Administrative Agent and the Transition Service Provider by the Servicer pursuant to the Servicing Agreement.

"Net Metering Agreement" means, with respect to a PV System, as applicable, a contractual obligation between a utility and an Obligor (and, in some cases, the owner of the related PV System) that allows the Obligor to offset its regular utility electricity purchases by receiving a bill credit at a specified rate for energy generated by such PV System that is exported to the utility electrical grid and not consumed by the Obligor on its property. A Net Metering Agreement may be embedded or acknowledged in an Interconnection Agreement.

"Net Scheduled Payment" means for a Solar Loan and any Collection Period an amount equal (i) the aggregate Solar Loan Payments for such Solar Loan due and payable during such Collection Period, minus (ii) the Allocated Fees for such Solar Loan during such Collection Period; provided, however, that a Net Scheduled Payment for any Solar Loan will not take into account the Rate Reduction Payment required to be made by the related Obligor.

" Non-Conduit Committed Purchaser " means any Purchaser which is designated as a Non-Conduit Committed Purchaser on Schedule I to the Note Purchase Agreement, and any permitted assignee thereof.

" Non-Rate Reduction Payment Percentage " means for any date of determination, [***]% less the Rate Reduction Payment Percentage for such date.

"Note" or "Notes" means, collectively, the Class A Notes and the Class B Notes.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Note Purchase Agreement" means that certain Note Purchase Agreement dated January 9, 2015, among the Issuer, FinCo, SolarCity, the Purchasers, Funding Agents and the Administrative Agent, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with its terms, as amended, modified or supplemented from time to time in accordance with the terms thereof.

"Note Register" and "Note Registrar" shall have the meanings set forth in Section 2.07 of the Indenture.

"Noteholder" or "Noteholders" means the Person in whose name a Note is registered in the Note Register.

" Noteholder FATCA Information " means information sufficient to eliminate the imposition of U.S. withholding tax under FATCA.

" Noteholder Tax Identification Information " means properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, IRS Form W ‑ 9 (or applicable successor form) in the case of a person that is a "United States Person" within the meaning of Section 7701(a)(30) of the Code, or the appropriate IRS Form W ‑ 8 (or applicable successor form) in the case of a person that is not a "United States Person" within the meaning of Section 7701(a)(30) of the Code).

" Notes Increase Amount " shall have the meaning set forth in Section 2.2(a) of the Note Purchase Agreement.

"Notice of Prepayment" means the notice in the form of Exhibit C to the Indenture.

" NPA Costs " means, as of any Payment Date, the Breakage Costs and all other Obligations due and payable on such Payment Date in accordance with the Note Purchase Agreement.

" O&M Services " shall have the meaning set forth in Section 2.1 of the Management Agreement.

" Obligations " means and includes, with respect to each of the Issuer or the Originator, respectively, all loans, advances, debts, liabilities, obligations, covenants and duties owing to the Administrative Agent or any Purchaser by such Person of any kind or nature, present or future, arising under any Transaction Document or the Notes or any other instruments, documents or agreements executed and/or delivered in connection with any of the foregoing, but, in the case of the Originator, solely to the extent the Originator is a party thereto, whether or not for the payment of money, whether arising by reason of an extension of credit, the issuance of a letter of credit, a loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising. The term includes, without limitation, the principal amount of all Increases, together with interest, charges, expenses, fees, attorneys’ and paralegals’ fees and expenses, any other sums chargeable to the Issuer or the Originator, as the case may be, under

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

any Transaction Document pursuant to which it arose but, in the case of the Originator, solely to the extent the Originator is a party thereto.

"Obligor" means an obligor under an Obligor Note.

"Obligor Collections Policy" means the Servicer's internal collection policy attached as Exhibit G to the Servicing Agreement and as updated from time to time in accordance with the terms of the Servicing Agreement.

"Obligor Note" means the original, executed promissory note and security agreement or other instrument of indebtedness evidencing the indebtedness by an Obligor for the benefit of the Originator (or any assignee thereof) under a Solar Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note or instrument.

"OFAC " shall have the meaning set forth in Section 3.1(q) of the Note Purchase Agreement.

"Officer's Certificate" means a certificate signed by an Authorized Officer.

"Official Body" means any government, nation or supranational body or political subdivision thereof or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles.

"Opinion of Counsel" means a written opinion of counsel who may, except as otherwise expressly provided in the Indenture, be outside counsel for the Issuer and who shall be reasonably satisfactory to the Indenture Trustee, which shall comply with any applicable requirements of Section 12.02 of the Indenture and which shall be in form and substance satisfactory to the Indenture Trustee.

" Ordinary Course of Business " means the ordinary conduct of business consistent with custom and practice for, as the context may require, rooftop and ground mounted solar businesses (including with respect to quantity and frequency).

"Originator" means FinCo.

"Originator Financing Statement" means a UCC‑1 financing statement naming the Indenture Trustee as the secured party, the Originator as the debtor and the Issuer as the intermediate assignor.

"Outstanding" means, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii) Notes or portions thereof for whose payment money in the necessary amount in prepayment thereof has been theretofore deposited with the Indenture Trustee in trust for the Holders of such Notes;

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture; and

(iv) Notes alleged to have been destroyed, lost or stolen for which replacement Notes have been issued as provided for in Section 2.09 of the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser.

"Outstanding Note Balance" means, (a) with respect to any Class of Notes, as of any date of determination, (i) the applicable Funding Percentage of the Initial Aggregate Outstanding Note Balance plus (ii) the aggregate amount of the applicable Funding Percentage of Increases made pursuant to the Indenture and the Note Purchase Agreement, less (iii) the aggregate amount of all principal payments on such Class of Notes on or prior to such date of determination, less (iv) the principal amount of such Class of Notes cancelled pursuant to Section 2.11 of the Indenture; provided , however , that any principal payments required to be returned to the Issuer shall be reinstated to the Outstanding Note Balance and (b) with respect to any Note, as of any date of determination, (i) the Applicable Commitment Percentage as of the Closing Date of the applicable Funding Percentage of the Initial Aggregate Outstanding Not Balance plus (ii) the Applicable Commitment Percentage as of the Closing Date of the applicable Funding Percentage of the aggregate amount of Increases made pursuant to the Indenture and the Note Purchase Agreement, less (iii) the aggregate amount of all principal payments on such Note on or prior to such date of determination, less (iv) the principal amount of such Note cancelled pursuant to Section 2.11 of the Indenture; provided , however , that any principal payments required to be returned to the Issuer shall be reinstated to the Outstanding Note Balance. For purposes of consents, approvals, voting or other similar acts of the Noteholders under any of the Transaction Documents, "Outstanding Note Balance" shall exclude amounts with respect to Notes or interests in Notes which are held by the Issuer or any Affiliate of the Issuer or any entity consolidated in SolarCity's and/or FinCo's consolidated financial statements.

"Ownership Interest" means, with respect to any Note, any ownership interest in such Note, including any interest in such Note as the Noteholder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

"Parent" means SolarCity, in such capacity under the Parent Guaranty.

"Parent Guaranty" means the parent guaranty, dated as of the Closing Date, by the Parent in favor of the Issuer, the Indenture Trustee and the Administrative Agent.

" Parts " means components of a PV System.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Paying Agent" means the Indenture Trustee and any other party appointed as paying agent pursuant to Section 3.03 of the Indenture.

"Payment Date" means the 20th day of each month during which any of the Notes remain Outstanding, beginning in February 2015; provided , if any such day is not a Business Day, then the payments due thereon shall be made on the next succeeding Business Day.

"Payment Facilitation Agreement" means each modification, waiver or amendment agreement (including a replacement Obligor Note) entered into by the Servicer in accordance with the Servicing Standard and the Servicing Agreement on behalf of the Issuer relating to an Obligor Note.

" Payment Facilitation Amount" means, with respect to any Solar Loan for which a Payment Facilitation Agreement has been completed, an amount equal to the excess, if any, of (i) the Discounted Solar Asset Balance of such Solar Loan immediately prior to such Payment Facilitation Agreement being completed (which includes any past due amounts), over (ii) the Discounted Solar Asset Balance of such Solar Loan immediately after completion of such Payment Facilitation Agreement. For the avoidance of doubt, the scheduled customer payments to be used in the calculation of clause (ii) will be the payment schedule attached to the completed Payment Facilitation Agreement.

" Percentage Interest " means, as of any date with respect to any Purchaser Group or Non-Conduit Committed Purchaser, the percentage equivalent of a fraction, (i) the numerator of which is the outstanding principal amount on such date of the Note registered in the name of the Funding Agent for such Purchaser Group or such Non-Conduit Purchaser, as applicable and (ii) the denominator of which is the Outstanding Note Balance of its Note on such date.

"Perfection UCCs" means, with respect to each Solar Loan and the property related thereto, (i) the date-stamped original of the filed Originator Financing covering such Solar Loan and the related Conveyed Property and (ii) the date-stamped original of the filed Issuer Financing Statement covering the Trust Estate and (iii) the date-stamped original of the filed Termination Statements releasing the Liens held by creditors of FinCo and any other Person (other than as expressly contemplated by the Transaction Documents) covering such Solar Loan and the related Conveyed Property, or, in the case of (iii) above, a copy of search results performed and certified by a national search company indicating that such Termination Statements have been filed in the UCC filing offices of the States in which the Financing Statements being terminated were originally filed.

"Permits" means, with respect to any PV System, the applicable permits, franchises, leases, orders, licenses, notices, certifications, approvals, exemptions, qualifications, rights or authorizations from or registration, notice or filing with any Governmental Authority required to operate such PV System.

" Permitted Liens " means (i) any lien for taxes, assessments and governmental charges or levies not yet due and payable or which are being contested in good faith by appropriate proceedings, (ii) any other lien or encumbrance arising under or permitted by the Transaction

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Documents, and (iii) to the extent a PV System constitutes a fixture, any conflicting interest of an encumbrancer or owner of the real property that has or would have priority over the applicable UCC fixture filing.

"Person" means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership, joint stock company, trust (including any beneficiary thereof), unincorporated organization or Governmental Authority.

" Potential Amortization Event " means, (i) an event set forth in Section 6.1 of the Management Agreement which, but for the lapse of time, would constitute a Manager Termination Event, (ii) an event set forth in Section 6.1 of the Servicing Agreement which, but for the lapse of time, would constitute a Servicer Event of Default, (iii) an event set forth in Section 9.1 of the Indenture occurs which, but for the lapse of time, would constitute an Event of Default, or (iv) as of a given date of determination, the Issuer has knowledge of an event or circumstance that would be reasonably expected to result within one month from such date of determination in one of the following events:

(A) the amount on deposit in the Liquidity Reserve Account is less than the Liquidity Reserve Account Required Balance on any Determination Date (after giving effect to distributions to be made on the related Payment Date);

(B) the amount on deposit in the Inverter Replacement Reserve Account is less than the Inverter Replacement Reserve Required Amount on any Determination Date (after giving effect to distributions to be made on the related Payment Date);

(D) the Three Month Rolling Average Default Level is greater than [***]%; or

(E) a Change of Control with respect to the Issuer occurs.

" PowerGuide Data " has the meaning set forth in Section 4.2 of the Management Agreement.

"Predecessor Notes" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.09 of the Indenture in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Note.

"Prepayment Amount" shall have the meaning set forth in Section 6.01(a) of the Indenture.

"Priority of Payments" shall have the meaning set forth in Section 5.05(a) of the Indenture.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding.

" Prudent Industry Practices " means the practices, methods, acts and equipment (including but not limited to the practices, methods, acts and equipment engaged in or approved by a significant portion of the renewable energy electric generation industry operating in the United States in prudent electrical operations) that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner that complies with, and is otherwise consistent with, Applicable Law (including, for the avoidance of doubt all Consumer Protection Laws), Permits, codes and standards, equipment manufacturer's recommendations, reliability, safety, environmental protection, efficiency, economy, and expedition.

" Purchaser Commitment Amount " means (i) with respect to any Purchaser Group, the aggregate Commitments of the Alternate Purchasers which are members of such Purchaser Group and (ii) with respect to any Non-Conduit Committed Purchaser, the Commitment of such Non-Conduit Committed Purchaser. The Purchaser Commitment Amount with respect to each Purchaser Group or Non-Conduit Committed Purchaser shall be reduced to zero on the Facility Termination Date with respect to such Purchaser Group or Non-Conduit Committed Purchaser.

" Purchaser Group " means, collectively, a Conduit and the Alternate Purchaser or Alternate Purchasers with respect to such Conduit.

" Purchaser Invested Amount " means, with respect to any Purchaser Group or Non-Conduit Committed Purchaser as of any date, such Purchaser Group's or Non-Conduit Committed Purchaser's Percentage Interest multiplied by the Outstanding Note Balance with respect to the Class A Notes or the Class B Notes, as applicable, on such date.

" Purchasers " means, collectively, the Conduits and the Committed Purchasers.

"PV System" means, with respect to a Solar Loan, a photovoltaic system, including Solar Photovoltaic Panels, Inverters, Racking Systems, wiring and other electrical devices, as applicable, conduits, weatherproof housings, hardware, remote monitoring equipment, connectors, meters, disconnects and over current devices (including any replacement or additional parts included from time to time).

"QIB" means qualified institutional buyer within the meaning of Rule 144A.

" Qualified Hedge Counterparty " means (i) a counterparty which at all times satisfies all then applicable counterparty criteria of S&P or Moody’s Investor’s Service or (ii) an affiliate of the Administrative Agent (in which case rating agency counterparty criteria shall not be applicable).

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Qualified Purchaser" means qualified purchaser as defined in Section 2(a)(51) of the 1940 Act, and the rules and regulations thereunder, for purposes of Section 3(c)(7) of the 1940 Act.

"Racking System" means, with respect to a PV System, the hardware required to mount and securely fasten a Solar Photovoltaic Panel onto the Obligor site where the PV System is located.

" Ramp-Up Period " means the period commencing on the Closing Date and ending on the earlier of (i) the first Determination Date to occur after the Initial Funding Date and (ii) when the Borrowing Base Aggregate Discounted Solar Asset Balance is equal to or greater than $[***].

" Rate Reduction Payment " means for a Solar Loan, the payment scheduled to be made by the related Obligor under the applicable Obligor Note on or prior to the related Rate Reduction Payment Date in an amount equal to 30% of the purchase price of the related PV System.

" Rate Reduction Payment Date " means for a Solar Loan, June 1 following the calendar year in which installation of the related PV system was completed.

" Rate Reduction Payment Percentage " means for any date of determination, a fraction for which (i) the numerator is the aggregate Discounted Solar Asset Balance of all Borrowing Base Solar Loans that are Rate Reduction Solar Loans and (ii) the denominator is the Aggregate Discounted Solar Asset Balance, expressed as a percentage.

" Rate Reduction Solar Loan " means a Solar Loan for which the related Obligor has paid at least [***] % of its Rate Reduction Payment.

"Rating Agency" means any nationally recognized statistical rating organization.

" Real Property Rights " means all real property rights granted by an Obligor pursuant to the related Obligor Note, if any.

" Real Time Access Rights " shall have the meaning set forth in Section 4.1 of the Management Agreement.

" Reassignment Credit Payment " means a payment of $[***] to FinCo by an Obligor made in accordance with the Reassignment Credit Policy.

"Reassignment Credit Policy" means the Servicer's internal reassignment policy attached as Exhibit F to the Servicing Agreement, as may be updated from time to time in accordance with the terms of the Servicing Agreement.

"Rebate" means any rebate by an electric distribution company, or state or local governmental authority or quasi-governmental agency as an inducement to install or use a PV System, paid upon such PV System being placed in service.

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

"Receivables" means any and all payments required to be made pursuant to an Obligor Note or in connection with a Solar Loan, including, without limitation, Solar Loan Payments, Rate Reduction Payments, if applicable, recoveries (including sale proceeds due to a foreclosure) as a result of the exercise of remedies under an Obligor Note, Insurance Proceeds, prepayments of an Obligor and any amounts received upon the cancellation of a Solar Loan. For the avoidance of doubt, Receivables do not include any Marketable RECs or the proceeds thereof.

" Recipient " shall have the meaning set forth in Section 6.8(b) of the Note Purchase Agreement.

"Record Date" means, with respect to a Payment Date or a Voluntary Prepayment Date, (i) for Notes in book-entry form, the close of business on the Business Day immediately preceding such Payment Date or Voluntary Prepayment Date, and (ii) for Definitive Notes the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date or Voluntary Prepayment Date occurs.

" Related Commercial Paper " means, with respect to any Conduit, the Commercial Paper of such Conduit, all or a portion of the proceeds of which were used to finance the acquisition or maintenance of an interest in the Notes.

" Related Security " means with respect to any Solar Loan and with respect to the Sale and Contribution Agreement or the Indenture, as applicable, (i) the Obligor Note, (ii) all security interests or liens on the PV System financed by the Obligor Note to secure payment of such Solar Loan, together with all assignments and financing statements describing any collateral securing such Solar Loan, (iii) any Manufacturer Warranties on the related PV system and (iv) all other security and books, records and computer tapes relating to the foregoing.

"Removal and Redeployment Policy" means the Servicer's internal removal and redeployment policy attached as Exhibit H to the Servicing Agreement, as may be amended from time to time in accordance with the Servicing Agreement.

"Replacement Manager" means any Person appointed to replace the Manager and to assume the obligations of Manager under the Management Agreement.

"Replacement Servicer" means any Person appointed to replace the Servicer and to assume the obligations of Servicer under the Servicing Agreement.

"Repurchase Price" means, as of any date of determination, for a Defective Solar Loan, Defaulted Solar Loan or Ineligible Solar Loan will be equal to [***] .

"Responsible Officer" means when used with respect to the Indenture Trustee, any President, Vice President, Assistant Vice President or Trust Officer of the Indenture Trustee assigned by the Indenture Trustee to administer its corporate trust affairs having direct responsibility for the administration of the Indenture. When used with respect to any Person other than the Indenture Trustee that is not an individual, the President, any Vice-President or

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Assistant Vice-President or the Controller of such Person, or any other officer or employee having similar functions.

" Retained Interest " means a material net economic interest of not less than [***]% of the sum of the Discounted Solar Asset Balances of the Solar Loans.

" Revolving Period " means the period beginning on the Closing Date and ending on the earlier to occur of (i) an Amortization Event and (ii) the Facility Termination Date.

"Rule 144A" means the rule designated as "Rule 144A" promulgated by the Securities and Exchange Commission under the Securities Act.

"Sale and Contribution Agreement" means the sale and contribution agreement, dated as of the Closing Date, by and between the Originator and the Issuer .

"Schedule of Solar Loans" means the list of Borrowing Base Solar Loans assigned to the Issuer by the Originator and pledged to the Indenture Trustee by the Issuer, as such schedule may be amended from time to time to reflect (i) the assignment of Additional Solar Loans to the Issuer from the Originator and the Grant of Additional Solar Loans to the Indenture Trustee by the Issuer, and (ii) repurchases pursuant to the terms of the Sale and Contribution Agreement and the Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

" Securitization Take-Out Date " means the date of the closing of any Securitization Take-Out Transaction.

" Securitization Take-Out Transaction " means any securitization or other financing of the assets securing the Notes whereby all or a portion of the Aggregate Outstanding Note Balance is repaid from the proceeds of such securitization or other financing.

"Service Provider" shall have the meaning set forth in paragraph 20 of Exhibit A to the Management Agreement.

"Servicer" means FinCo, in its capacity as Servicer under the Servicing Agreement.

" Servicer Event of Default " shall have the meaning set forth in Section 6.1 of the Servicing Agreement.

" Servicer Extraordinary Expenses " means extraordinary expenses incurred by the Servicer in accordance with the Servicing Standard in connection with any litigation pursued by the Servicer in respect of an Obligor Note.

"Servicer Fee Base Rate" means initially $[***] which amount shall be increased on each annual anniversary of the initial Determination Date by [***]%.

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" Servicer Representative " means the Servicer's internal auditors, chief financial officer, treasurer or designee of the chief financial officer or treasurer.

"Servicing Agreement" means that certain Servicing Agreement, dated as of the Closing Date, among the Servicer, the Administrative Agent and the Issuer.

"Servicing Fee" means for each Payment Date (in accordance with and subject to the Priority of Payments) an amount equal to the product of (i) one-twelfth of the Servicer Fee Base Rate and (ii) the aggregate DC nameplate capacity (measured in kW) of all the PV Systems related to the Solar Loans as set forth in the Monthly Servicing Report as of the first day of the related Collection Period (excluding PV Systems, in respect of Defaulted Solar Loans, that are not operational and not in the process of being removed or redeployed).

"Servicing Files" means such files, documents, and computer files necessary for the Servicer to perform its duties under the Servicing Agreement.

" Servicing Officer " means those officers of the Servicer involved in, or responsible for, the administration and servicing of the Solar Loans set forth in the applicable Monthly Servicer Report, as identified on the list of Servicing Officers furnished by the Servicer to the Indenture Trustee and the Noteholders from time to time.

" Servicing Services " shall have the meaning set forth in Section 2.1 of the Servicing Agreement.

" Servicing Standard " shall have the meaning set forth in Section 2.1 of the Servicing Agreement.

"Settlement Statement" shall have the meaning set forth in the Sale and Contribution Agreement.

"Similar Law" means any federal, state, local or non-U.S. law that is substantially similar to Title 1 of ERISA or Section 4975 of the Code.

"Solar Loan" means a loan originated by FinCo to an Obligor to finance the cost to an Obligor of the purchase and installation of a PV System, evidenced by an Obligor Note.

"Solar Loan Acquisition Price" shall have the meaning set forth in the Sale and Contribution Agreement.

"Solar Loan Payment" means all scheduled periodic payments due under an Obligor Note, as modified, if applicable, by a Payment Facilitation Agreement. For the avoidance of doubt, Solar Loan Payments do not include any Rate Reduction Payments.

" Solar Loan Payment Level " means, for any Collection Period, the quotient (expressed as a percentage) of (i) the sum of all Solar Loan Payments actually deposited into the Collection Account during such Collection Period, divided by (ii) the sum of all Solar Loan Payments

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projected to be deposited into the Collection Account during such Collection Period pursuant to a schedule prepared by the Servicer and delivered to the Administrative Agent.

"Solar Photovoltaic Panel" means, with respect to a PV System, the necessary hardware component that uses wafers made of silicon, cadmium telluride, or any other suitable material, to generate a direct electrical current (DC) output using energy from the sun's light.

"SolarCity" means SolarCity Corporation, a Delaware corporation.

"SolarCity Entities " means the Issuer, FinCo, and SolarCity.

"State" means any one or more of the states comprising the United States and the District of Columbia.

" Structuring Agent " means [***] .

" Structuring Fee " shall have the meaning set forth in the applicable Fee Letter.

" Subcontractor " means any person to whom the Manager subcontracts any of its obligations under the Management Agreement, including the vendors and any person to whom such obligations are further subcontracted of any tier.

" Sub-Limit 1 Solar Loan " means an Eligible Solar Loan for which the related Obligor had a FICO score in the range from and including [***] but less than [***] at the time of origination.

" Sub-Limit 1 Solar Loan Excluded Loan Balance " means an amount equal to the product of (i) the greater of (a) $ [***] and (b) the amount by which the aggregate Discount Solar Loan Balance of all Sub-Limit 1 Solar Loans exceeds [***]% of the Aggregate Discounted Solar Asset Balance and (ii) [***]%.

" Sub-Limit 2 Solar Loan " means an Eligible Solar Loan for which the related Obligor had a FICO score less than [***] at the time of origination.

" Sub-Limit 2 Solar Loan Excluded Loan Balance " means an amount equal to the product of (i) the greater of (a) $ [***] and (b) the amount by which the aggregate Discount Solar Loan Balance of all Sub-Limit 2 Solar Loans exceeds [***]% of the Aggregate Discounted Solar Asset Balance and (ii) [***]%.

" Supplemental Grant " means with respect to any Additional Solar Loans and other related assets pledged to the Indenture Trustee pursuant to the Indenture, a Supplemental Grant substantially in the form attached as Exhibit D of the Indenture. The Supplemental Grant shall include a Schedule of Solar Loans for the related Additional Solar Loans and an updated Schedule of Solar Loans for all Solar Loans.

" Swap Rate " means the then current market rate associated with the weighted average life of the expected amortization schedule of the Aggregate Outstanding Note Balance which is

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determined by the Administrative Agent’s proprietary model and mutually agreed upon by the Administrative Agent and the Issuer.

"S&P" or "Standard & Poor's" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business , and its successors and assigns.

" Tax " (and, with correlative meaning, " Taxes " and " Taxable ") means:

(a) any taxes, customs, duties, charges, fees, levies, penalties or other assessments imposed by any federal, state, local or foreign taxing authority, including, but not limited to, income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, net worth, employment, occupation, payroll, withholding, social security, alternative or add-on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, custom, duty, fee, levy or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount attributable thereto; and

(b) any liability for the payment of amounts with respect to payment of a type described in clause (a) , including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement.

"Tax Opinion" means an Opinion of Counsel to the effect that an amendment or modification of the Indenture will not (i) adversely affect the U.S. federal income tax treatment of any Note as indebtedness, (ii) cause the Issuer to be classified as an association or publicly traded partnership that is taxable as a corporation for U.S. federal income tax purposes or (iii) cause any beneficial holder of a Note to be deemed to have sold or exchanged such Note in a manner that generates gain or loss under Section 1001 of the Code.

" Tax Returns " means any return, report or similar statement required to be filed with respect to any Taxes (including attached schedules), including any IRS Form K-1 issued by the Issuer, information return, claim for refund, amended return or declaration of estimated Tax.

“Terminated Solar Loan” means a Solar Loan for which the related PV System has experienced an Event of Loss and (i) is not repaired, restored, replaced or rebuilt to substantially the same condition as it existed immediately prior to the Event of Loss within [***] days of such Event of Loss or (ii) is deemed to be a Terminated Solar Loan by the Manager.

" Termination Date " means the date on which the Indenture Trustee shall have received payment and performance of all Issuer Secured Obligations.

"Termination Statement" shall have the meaning set forth in Section 2.12(g) of the Indenture.

" Three Month Rolling Average Default Level " means, for any Payment Date, the average of the Default Levels for the last three Collection Periods.

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" Three Month Rolling Average Solar Loan Payment Level " means, for any Payment Date, the average of the Solar Loan Payment Levels for the last three Collection Periods.

"Total Borrowing Base" means the sum of the Class A Borrowing Base and the Class B Borrowing Base.

"Transaction Documents" means, collectively, (a) the Indenture, the Management Agreement, the Sale and Contribution Agreement, the Note Purchase Agreement, the Custodial Agreement, the Servicing Agreement, the Manager/Servicer Transition Agreement, the Parent Guaranty, the Fee Letters, each Hedge Agreement, the Account Control Agreement, the UCC financing statements and (b) all other agreements, documents or instruments delivered in connection with the transactions contemplated thereby, and "Transaction Document" means any of them.

"Transfer" means any direct or indirect transfer or sale of any Ownership Interest in a Note.

"Transferee" means any Person who is acquiring by Transfer any Ownership Interest in a Note.

"Transition Service Provider" means U.S Bank.

“Transition Service Provider Expenses” means (i) any Transition Service Provider One-Time Fee due and payable to the Transition Service Provider, (ii) any reasonable documented out-of-pocket expenses incurred in taking any actions required in its role as Transition Service Provider and (iii) any indemnities owed to the Transition Service Provider in accordance with the Manager/Servicer Transition Agreement.

"Transition Service Provider Fee" means $[***] per month (payable each Payment Date).

“Transition Service Provider One-Time Fee” means a one-time fee of $[***] payable to the Transition Servicer Provider upon each occurrence of either a Servicer Event of Default or a Manager Termination Event, and the Transition Service Provider’s receipt of written direction from the Administrative Agent to undertake the actions set forth in Section 3(h) and 3(i) of the Manager/Servicer Transition Agreement. For the avoidance of doubt, the Transition Service Provider shall not be entitled to a Transition Service Provider One-Time Fee for the existence of concurrent Manager Termination Events or concurrent Servicer Events of Default.

"Trust Estate" means all property and rights of the Issuer Granted to the Indenture Trustee pursuant to the Granting Clause of the Indenture for the benefit of the Noteholders and the Hedge Counterparties.

"UCC" means the Uniform Commercial Code as adopted in the State of New York or in any other State having jurisdiction over the assignment, transfer, pledge of the Solar Loans from the Originator to the Issuer or of the Trust Estate from the Issuer to the Indenture Trustee.

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" UCC Fixture Filing " means a “fixture filing” as defined in Section 2-A-309 of the UCC covering a PV System naming the initial Servicer as secured party on behalf of the Issuer and the Indenture Trustee.

" Unused Fees " means with respect to any Noteholder, the product of:

(i) the Unused Rate; and

(ii) the excess of (x) its average daily Purchaser Commitment Amount during the related Interest Accrual Period over (y) its average daily Purchaser Invested Amount during the related Interest Accrual Period; and

(iii) the number of days in such Interest Accrual Period, divided by 360;

provided, that, prior to the earlier of January 31, 2015 and the date on which the Custodial Agreement is executed by all parties thereto, the Unused Fees shall equal zero.

" Unused Portion " shall have the meaning set forth in Section 2.4(b) of the Note Purchase Agreement.

" Unused Rate " shall have the meaning set forth in the applicable Fee Letter.

" Up-Front Fee " shall have the meaning set forth in the applicable Fee Letter.

"U.S. Bank" means U.S. Bank National Association.

"Vice President" means, with respect to SolarCity or the Indenture Trustee, any vice president, whether or not designated by a number or a word or words added before or after the title "vice president."

"Voluntary Prepayment" shall have the meaning set forth in Section 6.01(a) of the Indenture.

"Voluntary Prepayment Date" shall have the meaning set forth in Section 6.01(a) of the Indenture.

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Exhibit 10.17b

CONFIDENTIAL TREATMENT REQUESTED




		NOTE PURCHASE AGREEMENT
		dated January 9, 2015


FTE SOLAR I, LLC
Issuer
SOLARCITY FINANCE COMPANY, LLC
as Originator and Servicer
SOLARCITY CORPORATION
as Parent and Manager
CERTAIN PURCHASERS AND FUNDING AGENTS PARTY HERETO
and

CREDIT SUISSE AG, NEW YORK BRANCH as Administrative Agent


	SOLAR LOAN BACKED VARIABLE FUNDING NOTES
	CLASS A NOTES AND CLASS B NOTES

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS


		Page
Article I	DEFINITIONS	1
Section 1.1	Definitions .	1
Section 1.2	Other Terms	1
Section 1.3	Computation of Time Periods	1
Article II	PURCHASE OF NOTES	1
Section 2.1	Purchase	1
Section 2.2	Increase of Purchaser Invested Amounts	2
Section 2.3	Breakage Costs; Liquidation Fees; Increased Costs; Capital Adequacy; Illegality; Additional Indemnifications .	5
Section 2.4	Voluntary Reduction of Aggregate Outstanding Note Balance and Facility Limit; Extension	6
Section 2.5	Fees	7
Section 2.6	Right of Setoff	7
Section 2.7	Interest	8
Section 2.8	Principal; Maturity Date .	8
Section 2.9	Payments and Computations, Etc .	8
Article III	REPRESENTATIONS, WARRANTIES, COVENANTS and conditions precedent; delivery of information	8
Section 3.1	Representations and Warranties of the SolarCity Entities .	8
Section 3.2	Covenants of the SolarCity Entities .	12
Section 3.3	Tax Treatment	15
Section 3.4	Conditions Precedent	16
Section 3.5	Annual Certificate	17
Section 3.6	Periodic Notices and Reports	17
Section 3.7	Representation and Warranties of the Purchasers	18
Section 3.8	Rating	18
Article IV	INDEMNIFICATION; EXPENSES; RELATED MATTERS	18
Section 4.1	Indemnities by the Issuer	18
Section 4.2	Taxes	21
Section 4.3	Other Tax Costs, Expenses and Related Matters	23
Section 4.4	Indemnification	23
Article V	THE ADMINISTRATIVE AGENT AND FUNDING AGENTS	24
Section 5.1	Appointment; Nature of Relationship	24
Section 5.2	Powers	25
Section 5.3	General Immunity	25
Section 5.4	No Responsibility for Increases, Creditworthiness, Trust Estate, Recitals, Etc .	25
Section 5.5	Action on Instructions of Purchasers	25
Section 5.6	Employment of Agents and Counsel	26
Section 5.7	Reliance on Documents; Counsel	26
Section 5.8	The Administrative Agent’s Reimbursement and Indemnification	26

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		Page
Section 5.9	Rights as a Purchaser	26
Section 5.10	Purchaser Credit Decision	27
Section 5.11	Successor Administrative Agent	27
Section 5.12	Transaction Documents; Further Assurances	27
Section 5.13	Funding Agent Appointment; Nature of Relationship	27
Section 5.14	Funding Agent Powers	28
Section 5.15	Funding Agent General Immunity	28
Section 5.16	Funding Agent Responsibility for Increases, Creditworthiness, Trust Estate, Recitals, Etc .	28
Section 5.17	Funding Agent Action on Instructions of Purchasers	29
Section 5.18	Funding Agent Employment of Agents and Counsel	29
Section 5.19	Funding Agent Reliance on Documents; Counsel	29
Section 5.20	Funding Agent’s Reimbursement and Indemnification	29
Section 5.21	Funding Agent Rights as a Purchaser	30
Section 5.22	Funding Agent Purchaser Credit Decision	30
Section 5.23	Funding Agent Successor Funding Agent	30
Section 5.24	Funding Agent Transaction Documents; Further Assurances	30
Article VI	MISCELLANEOUS	31
Section 6.1	Term of Agreement	31
Section 6.2	Waivers; Amendments	31
Section 6.3	Notices, Etc	32
Section 6.4	Governing Law; Submission to Jurisdiction; Integration	32
Section 6.5	Severability	33
Section 6.6	Counterparts	33
Section 6.7	Binding Effect	33
Section 6.8	Confidentiality .	34
Section 6.9	No Bankruptcy Petition	35
Section 6.10	No Recourse	35
Section 6.11	Setoff	36
Section 6.12	Further Assurances	36
Section 6.13	USA Patriot Act	36
Schedule I	Conduits, Alternate Purchasers and Non-Conduit Committed Purchasers
Schedule 3.1(k)	Organizational Chart
Schedule 3.1(n)	Environmental Matters
Exhibit A	Form of Borrowing Notice
Exhibit B	Index of Closing Documents
Annex A	Standard Definitions

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This NOTE PURCHASE AGREEMENT (this “ Agreement ”), dated January 9, 2015, by and among FTE SOLAR I, LLC, as Issuer, SOLARCITY FINANCE COMPANY, LLC, as Originator and as Servicer, SOLARCITY CORPORATION, as Parent and as Manager, the PURCHASERS (as hereinafter defined) from time to time parties hereto, the agent bank for each Purchaser Group from time to time party hereto (each such party, together with their respective successors in such capacity, a “ Funding Agent ”) and CREDIT SUISSE AG, NEW YORK BRANCH, in its capacity as agent for the Purchasers and the Funding Agents (the “ Administrative Agent ”).

PRELIMINARY STATEMENT

WHEREAS, the Issuer and U.S. Bank National Association, a national banking association, as Indenture Trustee (in such capacity, the “ Indenture Trustee ”) have entered into an Indenture, dated as of January 9, 2015, for the purpose of authorizing the issuance, authentication and delivery by the Issuer of its Solar Loan Backed Variable Funding Notes.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

Section 1.1 Definitions .

All capitalized terms used herein shall have the meanings herein specified in the “Standard Definitions” attached hereto as Annex A or as specified in the Indenture or if not defined therein, in the applicable Transaction Document.

Section 1.2 Other Terms

. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. The symbol “$” shall mean the lawful currency of the United States of America. All terms used in Article 9 of the UCC as in effect in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.3 Computation of Time Periods

. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date.” The definitions of all terms defined herein shall include the singular as well as the plural form of such terms and the masculine of such terms as well as the feminine and neuter genders of such terms.

Article II

PURCHASE OF NOTES

Section 2.1 Purchase

. Upon the terms and subject to the conditions set forth herein, each Conduit or Alternate Purchaser which is a member of a Purchaser Group party hereto on the Initial Funding Date may, in its sole discretion, and each Non-Conduit Committed Purchaser shall, purchase from the Issuer, without recourse except as provided herein and in the other Transaction Documents, either a Class A Note or Class B Note, as the case may be, in a

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principal amount equal to the product of (x) the Applicable Commitment Percentage as of the Initial Funding Date with respect to such Purchaser Group or Non-Conduit Permitted Purchaser, as applicable, and (y) the product of the applicable Funding Percentage and the amount specified by the Issuer as the initial Aggregate Outstanding Note Balance in the first Borrowing Notice delivered pursuant to Section 2.2(a)(v) hereof (the “ Initial Aggregate Outstanding Note Balance ”).

If any such Conduit elects, in its sole discretion, not to purchase a Note on the Initial Funding Date, the Issuer shall be deemed to have requested that the Alternate Purchasers which are members of the Purchaser Group of which such Conduit is a member, purchase such Note, and, if the conditions set forth in Sections 2.2(a) and 3.3 hereof are satisfied, each such Alternate Purchaser shall purchase a Note in a principal amount equal to the product of (x) the Alternate Purchaser Percentage for such Alternate Purchaser, (y) the Applicable Commitment Percentage as of the Closing Date with respect to such Purchaser Group and (z) the product of the applicable Funding Percentage and the Initial Aggregate Outstanding Note Balance. Such Notes accrue interest as described in the Indenture from and including the Closing Date.

The Notes purchased by and conveyed, transferred and assigned to each Purchaser Group or Non-Conduit Committed Purchaser shall be delivered to and registered in the name of, (x) in the case of a Note of a Purchaser Group, the Funding Agent for such Purchaser Group, as agent for the members of such Purchaser Group, or (y) in the case of a Note of a Non-Conduit Committed Purchaser, such Non-Conduit Committed Purchaser, and in each case shall be for an aggregate principal amount of up to such Purchaser Group’s or such Non-Conduit Committed Purchaser’s Purchaser Commitment Amount. For the avoidance of doubt, such initial funding and Initial Aggregate Outstanding Note Balance shall be considered an “Increase” and a “Notes Increase Amount,” respectively (each such term as defined in Section 2.2(a) hereof).

Section 2.2 Increase of Purchaser Invested Amounts

(a) Upon the terms and subject to the conditions set forth herein (i) on the Initial Funding Date the Issuer shall sell a Class A Note or Class B Note, as applicable, to each Conduit and/or the Alternate Purchasers which are members of the Purchaser Group of which such Conduit is a member as described in Section 2.1 hereof and each Non-Conduit Committed Purchaser and (ii) on any Business Day thereafter during the Revolving Period (x) the Issuer may, at its option, sell to each Purchaser, and (y) each Non-Conduit Committed Purchaser shall purchase from the Issuer, each Conduit may, in its sole discretion, purchase from the Issuer, and/or each such Alternate Purchaser shall, in accordance with Section 2.2(b) hereof, purchase from the Issuer, its Applicable Commitment Percentage of the product of the Funding Percentage and an increase (an “ Increase ”) in the aggregate outstanding amount of the Notes (the amount of each such Increase, a “ Notes Increase Amount ”) at the request of the Issuer in accordance with Section 2.14 of the Indenture; provided , however , that:

(i) the Purchaser Invested Amount with respect to each Purchaser Group or Non-Conduit Committed Purchaser shall not exceed the Purchaser Commitment Amount for such Purchaser Group or Non-Conduit Committed Purchaser, as applicable, after giving effect to such Increase;

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(ii) the SolarCity Entities, as applicable, shall have complied with all of their respective covenants and agreements contained in this Agreement, the Indenture, the Servicing Agreement, the Sale and Contribution Agreement, the Management Agreement and any other Transaction Document, as applicable;

(iii) the Revolving Period has not ended and no Amortization Event, Potential Amortization Event, Default, or Event of Default shall have occurred and be continuing on such Funding Date, and no Amortization Event, Potential Amortization Event, Default, or Event of Default would occur after giving effect to such Increase;

(iv) by 3:00 P.M. (New York City time), at least two Business Days preceding each proposed Funding Date, the Issuer shall have delivered to the Administrative Agent an electronic copy of a “Borrowing Notice” in substantially the form of Exhibit A hereto which will contain a certification of an authorized officer of the Issuer stating, among other things, that the Aggregate Outstanding Note Balance will not exceed the Total Borrowing Base after giving effect to such Increase, which certificate will set forth the Total Borrowing Base, the Class A Borrowing Base, the Class B Borrowing Base and provide all data used, in Excel format, to calculate the Total Borrowing Base, the Class A Borrowing Base and the Class B Borrowing Base as of such Funding Date; and the Administrative Agent shall forward such Borrowing Notice to the Conduit on the same Business Day it receives the same, together with confirmation of the amount of funding being requested from the Conduit;

(v) after giving effect to such Increase, the Aggregate Outstanding Note Balance will not exceed the Total Borrowing Base, the Outstanding Note Balance of the Class A Notes will not exceed the Class A Borrowing Base and the Outstanding Note Balance of the Class B Notes will not exceed the Class B Borrowing Base;

(vi) after giving effect to such Increase, the Aggregate Outstanding Note Balance will not exceed the Facility Limit;

(vii) after giving effect to such Increase, the Issuer shall have deposited (or caused to be deposited) into the Liquidity Reserve Account (without giving effect to the deposit of any Available Funds pursuant to Section 5.05 of the Indenture) an amount equal to the amount, if any, necessary to cause the amounts on deposit in the Liquidity Reserve Account to equal the Liquidity Reserve Account Required Balance after giving effect to such Increase;

(viii) the Issuer shall be in compliance with the Hedge Requirements;

(ix) all of the representations and warranties of the SolarCity Entities made herein and in any other Transaction Document shall be true and correct as of such date (except to the extent any such representation or warranty expressly relates to an earlier date including representations and warranties made as to financial information

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which is presented as of a specific date and public filings which relate to their day of filing, each of which shall be true and correct as of such earlier date);

(x) on or prior to such Funding Date, the Custodian shall have possession of a Custodian File for each Borrowing Base Solar Loan and shall have acknowledged to the Indenture Trustee and the Administrative Agent such possession and its undertaking to hold each such original Obligor Note and the related Custodian File for each Borrowing Base Solar Loan for purposes of perfection of the Indenture Trustee’s interests in such original Solar Loans and the related Custodian Files; provided that the fact that any document not required to be in its respective Custodian File pursuant to the Sale and Contribution Agreement is not in the possession of the Custodian in its respective Custodian File shall not constitute a failure to satisfy this condition;

(xi) each electronic original Obligor Note is maintained on the systems of a third-party custodian acceptable to the Administrative Agent;

(xii) the Issuer shall have delivered to the Administrative Agent an updated Schedule of Solar Loans for all Borrowing Base Solar Loans owned by the Issuer;

(xiii) all conditions precedent and other obligations related to the delivery, conveyance and Grant of the related Additional Solar Loans in Section 5 of the Sale and Contribution Agreement and Section 8.02 of the Indenture have been satisfied; and

(xiv) the Notes Increase Amount is at least $1,000,000.

On each Funding Date, each Purchaser Group shall pay to the related Funding Agent, and each Funding Agent and Non-Conduit Committed Purchaser shall pay to the Issuer pursuant to the instructions in the related Borrowing Notice, immediately available funds in an amount equal to the Applicable Commitment Percentage with respect to such Purchaser Group or Non-Conduit Committed Purchaser of the Funding Percentage of the applicable Notes Increase Amount with respect to such Funding Date.

(b) Each Conduit may fund any Increase in accordance with the terms of Section 2.2(a) hereof; provided , however , that if a Conduit elects, in its sole discretion, not to fund its entire Applicable Commitment Percentage of its Funding Percentage of the Notes Increase Amount with respect to any Funding Date or if any Funding Agent otherwise provides notice to the Administrative Agent that the Alternate Purchasers in the Purchaser Group with respect to which it is acting as Funding Agent will provide such funding, the Issuer shall be deemed to have requested that such Alternate Purchasers fund such portion of the Notes Increase Amount and each such Alternate Purchaser shall fund its Alternate Purchaser Percentage of such portion of the related Funding Percentage of the Notes Increase Amount if the conditions set forth in Section 2.2(a) hereof are satisfied. Absent the circumstances described in the proviso in the immediately preceding sentence, the Issuer may not request any Alternate Purchaser to fund any portion of any Notes Increase Amount.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(c) The acceptance of funds by the Issuer pursuant to this Section 2.2 in connection with an Increase shall be deemed to be a certification by the Issuer that the conditions specified in clauses (i) through (xiv) of Section 2.2(a) hereof have been satisfied with respect to such Increase.

Section 2.3 Breakage Costs; Liquidation Fees; Increased Costs; Capital Adequacy; Illegality; Additional Indemnifications .

(a) Breakage Costs and Liquidation Fees .

(i) If a Note Increase Amount is not funded on the Funding Date specified by the Issuer in the Borrowing Notice for any reason other than default by the Purchasers, the Issuer hereby agrees to pay Breakage Costs, if any.

(ii) The Issuer further agrees to pay all Liquidation Fees associated with a reduction of the Note Increase Amount at any time. The Issuer shall not be responsible for any Liquidation Fees or any other loss, cost, or expenses arising at the time of, and arising solely as a result of, any assignment made pursuant to Section 6.7 hereof and the reallocation of any portion of the Note Increase Amount of the Purchaser making such assignment unless, in each case, such assignment is requested by the Issuer.

(b) Increased Costs . If (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation by a Governmental Authority, (ii) the compliance by any Purchaser, the Administrative Agent or any Affiliate thereof (each of which, an “ Affected Party ”) with any guideline or request from any Governmental Authority (whether or not having the force of law) or (iii) any Change in Law, (A) shall subject an Affected Party to any Tax (except for Taxes (including franchise Taxes) imposed on the overall net income or net profits of such Affected Party by any jurisdiction with respect to which the Affected Party has a present or former connection (other than any connection arising from such Affected Party having executed, delivered become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced any Transaction Document), duty or other charge with respect to the Trust Estate, the obligation to purchase Increases hereunder, or on any payment made hereunder, (B) shall impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected Party, or (C) shall impose any other condition affecting the Trust Estate or the rights of any Purchaser and the Administrative Agent hereunder, the result of which is to increase the cost to any Affected Party under this Agreement or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten Business Days after written demand by such Affected Party, the Issuer shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered to the extent such additional or increased costs or reduction are incurred or suffered in connection with the Trust Estate, any obligation to purchase Increases hereunder, any

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

of the rights of such Purchaser or the Administrative Agent hereunder, or any payment made hereunder.

(c) Capital Adequacy . If (i) the introduction of or any change after the Closing Date in or in the interpretation of any law, guideline, rule, regulation, directive or request, (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, or (iii) any other Change in Law has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change, compliance or Change in Law (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten Business Days after written demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Issuer shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction.

(d) Illegality . If as a result of any event or circumstance similar to those described in 2.3(b) , or 2.3(c) hereof, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding of Notes Increase Amounts or the maintenance of Increases hereunder, then within ten Business Days after written demand by such Affected Party, the Issuer shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it.

(e) In determining any amount provided for in this Section 2.3 , the Affected Party may use any commercially reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.3 shall submit to the Issuer a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error.

Section 2.4 Voluntary Reduction of Aggregate Outstanding Note Balance and Facility Limit; Extension

(a) The Issuer shall have the right on any Business Day and from time to time to reduce the Aggregate Outstanding Note Balance, in whole or in part, upon at least five Business Days’ prior written notice to the Administrative Agent (unless a lesser notice period is acceptable to the Administrative Agent), which notice shall specify the proposed prepayment date and the amount of such prepayment (in the aggregate and by Purchaser), provided that (i) any such prepayments shall be made only as provided in Section 6.01 of the Indenture, (ii) any partial prepayment under Section 6.01 of the Indenture shall be equal to a minimum of $1,000,000 (unless a lesser amount is agreed to by the Administrative Agent), and (iii) such reduction shall be made among the Class A Notes and the Class B Notes, based on the related Funding Percentages and pro rata among the Purchaser Groups and Non-Conduit Committed

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Purchasers based on their respective Purchaser Invested Amounts. If any such notice is given, the amount specified in such notice shall be presumed correct absent manifest error and shall be due and payable on the date specified therein. Each notice of prepayment shall be irrevocable and binding on the Issuer.

(b) The Issuer may, on any Business Day, upon written notice given to the Administrative Agent not later than two Business Days prior to the date of the proposed action (which notice may be conditioned upon any event), terminate in whole or reduce in part, on a pro rata basis, the Unused Portion with respect to each Purchaser Group; provided , however , that (A) any partial reduction shall be in the amount of $500,000 or an integral multiple thereof and (B) any Purchaser Commitment Amount so reduced may not be increased again without the written consent of the Committed Purchasers. As used herein, the “ Unused Portion ” shall mean with respect to a Purchaser Group on any day the excess of (x) the Purchaser Commitment Amount of such Purchaser Group as of 5:00 P.M. (New York City time) on such day, over (y) the Purchaser Invested Amount as of 5:00 P.M. (New York City time) on such day.

(c) No earlier than 364 days, and no later than 90 days, prior to the Maturity Date, the Issuer may deliver written notice to the Administrative Agent requesting an extension of such Maturity Date. The Administrative Agent shall respond to such request no later than 30 days following the date of its receipt of such request, indicating whether it is considering such request and preliminary conditions precedent to any extension of the Maturity Date as the Administrative Agent determines to include in such response. The Administrative Agent’s failure to respond to a request delivered by the Issuer pursuant to this Section 2.4 shall not be deemed to constitute any agreement by the Administrative Agent to any such extension. The granting of any extension of the Maturity Date requested by the Issuer shall be in the mutual discretion of the Issuer and the Administrative Agent, with the consent of the Consenting Lender and Purchaser Groups and/or Non-Conduit Committed Purchasers having Applicable Commitment Percentages aggregating more than 51% of each of the Class A Facility Limit and the Class B Facility Limit.

Section 2.5 Fees

. The Issuer and the Parent shall be jointly and severally obligated to pay or cause to be paid such fees as are set forth in the Fee Letters at the times and in the amounts set forth therein and any Unused Fees due on a Payment Date.

Section 2.6 Right of Setoff

. Each Purchaser Group and Non-Conduit Committed Purchaser is hereby authorized (in addition to any other rights it may have) at any time after the Revolving Period ends occurs with respect to such Purchaser Group or Non-Conduit Committed Purchaser to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by any member of such Purchaser Group or by such Non-Conduit Committed Purchaser to, or for the account of, the Issuer against all amounts owing by the Issuer to any member of such Purchaser Group or to such Non-Conduit Committed Purchaser under this Agreement, provided that no Purchaser shall setoff against any property of the Issuer which shall have been pledged to the Indenture Trustee or in which the Indenture Trustee shall have been granted an interest.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Section 2.7 Interest . The holders of the Class A Notes shall be entitled to the Class A Interest Distribution Amount payable on each Payment Date in accordance with Section 5.05 of the Indenture and the holders of the Class B Notes shall be entitled to the Class B Interest Distribution Amount payable on each Payment Date in accordance with Section 5.05 of the Indenture.

Section 2.8 Principal; Maturity Date . Each Note shall be due and payable in full on the Maturity Date.

Section 2.9 Payments and Computations, Etc .

(a) All amounts to be paid or deposited by the Issuer, the Originator, the Manager or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 P.M. (New York City time) on the day when due in immediately available funds. Pursuant to the Indenture, the Indenture Trustee shall pay all amounts paid to or deposited with it for payment to any Purchaser Groups or Non-Conduit Committed Purchasers in accordance with the terms of the Indenture. Each of the Issuer, the Originator, the Manager or the Servicer shall, to the extent permitted by Law, pay to or deposit with the Indenture Trustee, for the benefit of each Purchaser Group and each Non-Conduit Committed Purchaser, upon demand, interest on all amounts that it is required to pay or deposit hereunder that are not paid or deposited when due hereunder shall bear interest at the rate used to calculate the Cost of Funds and the Class A Applicable Margin and the Class B Applicable Margin. All computations of interest payable at the CP Rate, the Adjusted LIBOR Rate or the LIBOR Rate and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Any computations by the Administrative Agent of amounts payable by the Issuer, the Originator, the Manager or the Servicer hereunder shall be binding upon the Issuer, the Originator or the Servicer, as applicable, absent manifest error.

(b) All payments to be made in respect of fees, if any, due to the Administrative Agent or any Purchaser from the Issuer hereunder shall be made on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer, and without setoff, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. The Issuer hereby authorizes and directs the Administrative Agent to charge the Issuer for all such fees due from the Issuer hereunder when due. The Issuer agrees that, to the extent there are insufficient funds in the Collection Account, to make any payment when due, the Issuer shall immediately pay to the Administrative Agent all amounts due that remain unpaid.

Article III

REPRESENTATIONS, WARRANTIES, COVENANTS and conditions precedent; delivery of information

Section 3.1 Representations and Warranties of the SolarCity Entities . As of the Closing Date and as of each Funding Date, the Issuer, the Originator, the Manager, the Parent and the Servicer, each as to itself only and not as to any other party, represent and warrant to the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Administrative Agent, each Funding Agent and each Purchaser, that all of its representations and warranties set forth in the Transaction Documents to which it is a party are true and correct as of such day as though made on and as of such day (except for representations or warranties which speak of another date, which representations and warranties shall be true and correct as of such other date), in each case as represented or warranted by such party in the Transaction Document to which it is a party. Additionally, the Issuer, the Originator, the Manager, the Parent (to the extent explicitly mentioned in any of the following subsections) and the Servicer, as applicable, each as to itself only and not as to any other party, represent and warrant as follows as of the Closing Date and as of each Funding Date:

(a) Perfection of Security Interests in the Trust Estate . With respect to the Issuer, payment of principal and interest on the Notes and the prompt observance and performance by the Issuer of all of the terms and provisions of this Agreement and the Indenture are secured by the Trust Estate. Upon the issuance of the Notes, the Indenture will create a security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee to secure amounts payable under the Notes, the Indenture and this Agreement, which security interest is perfected and superior to and prior to all other Liens (other than any Permitted Liens) and is enforceable as such against all creditors of and purchasers from the Issuer.

(b) Not an Investment Company or Holding Company . The Issuer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the 1940 Act, nor is the Issuer otherwise subject to regulation thereunder and the Issuer does not rely solely on the exemption from the definition of "investment company" in Section 3(c)(1) and/or 3(c)(7) of the 1940 Act (although such exemptions may be available).

(c) Bulk Sales . With respect to the Issuer, no transaction or series of transactions contemplated by the Indenture requires compliance with any bulk sales act or similar law.

(d) Transfers Under the Sale and Contribution Agreement . Each Additional Solar Loan has been purchased by the Issuer from the Originator pursuant to and in accordance with the terms of the Sale and Contribution Agreement.

(e) Preference; Voidability . The Issuer shall have given reasonably equivalent value to the Originator in consideration for the transfer to it of the Solar Loans from the Originator, and each such transfer shall not have been made for or on account of an antecedent debt owed by the Originator to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.

(f) Material Adverse Change . There has not been a material adverse change with respect to the business or operations of any of the Issuer, the Originator, the Servicer, the Manager or the Parent, in each case that could materially inhibit such Person’s ability to perform its respective obligations under the Transaction Documents to which it is a party.

(g) Accuracy of Information . All written information that has been made available by the Issuer or any Affiliate thereof to Administrative Agent or any Purchaser in

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

connection with the transactions contemplated by this Agreement and the other Transaction Documents described in clause (a) of the definition thereof (such information to be taken as a whole, including, without limitation, updated or supplemented information), or that has been furnished by the Issuer or any Affiliate thereof to any third party in connection with the preparation and delivery by such third party of a report or certificate to Administrative Agent, the Indenture Trustee or any Purchaser, is complete and correct in all material respects, and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading under the circumstances in which they are made, and (ii) to the Issuer’s knowledge, each third party report or certificate furnished by or on behalf of the Issuer or any Affiliate thereof to the Administrative Agent or any Purchaser, is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading under the circumstances in which they are made; provided, however, that in each case no representation or warranty is made with respect to projections, assumptions or other forward-looking statements.

(h) Taxes . Each SolarCity Entity has timely filed all federal, state, provincial, territorial, foreign and other tax returns and reports required to be filed under applicable law, and has timely paid all federal, state, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise that have become due and payable, except those which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP. No tax lien or similar adverse claim has been filed with respect to the Issuer’s property, and no claim is being asserted, against the Issuer or its property with respect to any tax, assessment, fee or other governmental charge. Any taxes, fees and other governmental charges due and payable by any SolarCity Entity in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby have been timely paid or shall have been paid if and when due.

(i) No Changes to Obligor Collections Policy and Reassignment Policy . The Servicer represents and warrants that since the Closing Date, there have been no changes in the Obligor Collections Policy or the Reassignment Policy, other than changes that were made in accordance with the terms of the Servicing Agreement.

(j) No Servicer Event of Default or Manager Termination Event . The Servicer represents that no event has occurred and is continuing or would result from a purchase in respect of a Borrowing Base Solar Loan, which constitutes a Servicer Event of Default. The Manager represents and warrants that no event has occurred and is continuing or would result from a purchase in respect of a Borrowing Base Solar Loan, which constitutes a Manager Termination Event.

(k) Organization . The organizational chart attached hereto as Schedule 3.1(k) with respect to the Originator and each of its direct and indirect subsidiaries is true and correct as of the Closing Date and there has been no Change of Control with respect to the Originator.

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(l) Financial Statements . The Parent and the Servicer hereby represent and warrant that the audited fiscal year ended December 31, 2013 and the unaudited fiscal quarter ended June 30, 2014 consolidated and/or combined financial statements of the Parent and the Servicer heretofore delivered to the Administrative Agent were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present, in all material respects, the consolidated and/or combined financial condition and operations of the Parent and the Servicer at such date and the consolidated results of its operations for the period then ended.

(m) Compliance with Margin Regulations . The Issuer is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(n) Environmental Matters . Except as set forth in Schedule 3.1(n) hereto and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect with respect to the Issuer or the Trust Estate, no SolarCity Entity (i) has failed to comply with any environmental law or to obtain, maintain or comply with any permit, license or other approval required under any environmental law, (ii) has become subject to any liability in respect of an environmental law, or (iii) has received notice of any claim with respect to any liability in respect of an environmental law.

(o) Insurance . Each SolarCity Entity is covered by insurance in such amounts and coverage as are in accordance with prudent industry practice.

(p) Intellectual Property . Each SolarCity Entity owns or licenses or otherwise has the right to use all licenses, permits, trademarks, trademark applications, patents, patent applications, service marks, tradenames, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its businesses in order to perform its obligations under the Transaction Documents, without infringement upon or conflict with the rights of any other Person with respect thereto.

(q) OFAC and Patriot Act . Neither the Issuer nor any of its officers, directors or employees appears on the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control (“ OFAC ”) or is otherwise a person with which any U.S. person is prohibited from dealing under the laws of the United States, unless authorized by OFAC. The Issuer does not conduct business or complete transactions with the governments of, or persons within, any country under economic sanctions administered and enforced by OFAC. The Issuer will not directly or indirectly use the proceeds from the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to fund any activities of or business with any person that, at the time of such funding, is the subject of economic sanctions administered or enforced by OFAC, or is in any country or territory that, at the time of such funding or facilitation, is the subject of economic sanctions administered or enforced by OFAC. The Issuer is not in violation of Executive Order No. 13224 or the Patriot Act.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(r) Foreign Corrupt Practices Act . None of the Issuer or any director, officer, agent or employee of the Issuer, has used any of the proceeds of any Note (i) for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) to make any direct or indirect unlawful payment to any government official or employee from corporate funds, (iii) to violate any provision of the U.S. Foreign Corrupt Practices Act of 1977 or similar law of a jurisdiction in which the Issuer conducts its business and to which they are lawfully subject, or (iv) to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(s) No Registration Required . Based upon the representations of the Purchasers contained herein and compliance with the terms of this Agreement and the Transaction Documents, the sale of the Notes pursuant to the terms of this Agreement and the Indenture will not require the registration of such Notes under the Securities Act.

(t) Trust Indenture Act . Based upon the representations of the Purchasers contained herein and compliance with the terms of this Agreement and the other Transaction Documents, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

The representations and warranties of the Issuer, the Originator, the Parent, the Manager and the Servicer, respectively, set forth in Sections 3.1(b), (e), (f) (but only with respect to the Issuer), (g), (h), (i), (l), (m), (n), (o), (q) and (r) shall be deemed to be remade without further act by such Person on each Determination Date. The representations and warranties set forth in this Section 3.1 shall survive the Grant of the Trust Estate by the Issuer to the Indenture Trustee under the Indenture.

Section 3.2 Covenants of the SolarCity Entities . The Issuer, the Originator, the Manager, the Parent and the Servicer, each as to itself only and not as to any other party, covenant to the Administrative Agent, each Funding Agent and each Purchaser, that all of its covenants set forth in the Transaction Documents to which it is a party will be observed as covenanted to by such party in the Transaction Documents. Additionally, the Issuer, the Originator, the Manager, and the Servicer, as applicable, each as to itself only and not as to any other party, covenant:

(a) Transaction Documents . The Issuer shall make to the Originator, the Servicer and the Manager such reasonable demands and requests for information and reports or for action as the Issuer is entitled to make under the Transaction Documents to which the Originator, the Manager or the Servicer, as applicable, is a party and as may be from time to time reasonably requested by the Administrative Agent.

(b) Inspections . Upon five Business Days prior written notice, at any time and from time to time during regular business hours, the Issuer shall permit the Administrative Agent, each Funding Agent and each Purchaser or their agents or representatives, provided, that such parties conduct such investigations at the same time, access to:

(i) the offices and properties of the Issuer (including, without limitation, any repository used by the Issuer, or the Servicer or the Manager on the Issuer’s

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

behalf, to store the computer tapes or other computer records constituting the Monthly Servicer Report or the Monthly Manager Report, as applicable), in order to examine and make copies of and abstracts from all books, correspondence and records of the Issuer as appropriate to verify the Issuer’s compliance with this Agreement, the Indenture, the Servicing Agreement, the Management Agreement any other Transaction Documents to which it is a party and any other agreement contemplated hereby or thereby, and the Administrative Agent, each Funding Agent and each Purchaser and/or their respective agents and representatives may examine and audit the same, and make photocopies and computer tape or other computer replicas thereof (as appropriate), and the Issuer agrees to render to the Administrative Agent, each Funding Agent and each Purchaser and/or their respective agents and representatives, at Issuer’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; and

(ii) the officers or employees of the Issuer in order to discuss matters relating to the Solar Loans or the Issuer’s performance hereunder with any of the officers or employees of the Issuer having knowledge of such matters;

provided , that such inspections shall be conducted with commercially reasonable frequency but no more than once each fiscal year (excluding any inspections conducted during the continuance of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event) and at a reasonable cost (although after the occurrence and during the continuance of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event any such inspections shall be conducted at the sole discretion of the Administrative Agent, or applicable Funding Agent or Purchaser). The cost of inspections shall be at the expense of the Issuer provided that unless an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event has occurred and is continuing, the Issuer shall not be responsible for travel and lodging costs of the Administrative Agent or any Funding Agent or Purchaser and their respective representatives and agents. The Administrative Agent, the Funding Agents and the Purchasers and their respective representatives and agents shall all conduct such inspections at the same time.

(c) Audits . Each of the Administrative Agent, each Funding Agent and each Purchaser and their respective agents and representatives shall also have the right to discuss the Issuer’s affairs with the officers and employees of the Issuer and Issuer’s independent accountants and to verify under appropriate procedures the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Trust Estate, including causing the Issuer, the Manager or the Servicer, or any officers or employees of the Issuer, the Manager or the Servicer to work with the Administrative Agent, the Funding Agents or the Purchasers to contact the Obligors to confirm amounts outstanding under the applicable Obligor Note and matters related thereto. In connection with all audits performed under this Agreement, the Administrative Agent shall use reasonable efforts to coordinate the staffing and timing of such audits in order to minimize the cost and expense thereof and shall have such audits conducted by all parties at the same time. The Administrative Agent shall also solicit input from the Funding Agents and the Purchasers with respect to the scope of such coordinated audit. Upon the completion of any audit by or on behalf of the Administrative Agent, the Administrative Agent shall provide copies of the results thereof to each Non-Conduit Committed Purchaser and each

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Funding Agent on behalf of the related Purchaser Group. The number and frequency of any such audits prior to the occurrence of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event shall be not more frequently than annually (excluding any audits conducted during the continuance of an Event of Default, Servicer Event of Default or Amortization Event), and after the occurrence and continuance of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event, with such greater frequency as may be determined by the Administrative Agent at the direction of the Majority Facility Investors. Each such audit shall be at the expense of the Issuer.

(d) Legal Opinion . On or before March 31 in each calendar year, the Issuer shall furnish to the Administrative Agent, each Non-Conduit Committed Purchaser and each Funding Agent an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Indenture, the Servicing Agreement and any other requisite documents (including, without limitation, the Sale and Contribution Agreement), and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien on the Borrowing Base Solar Loans and other Trust Estate created by the Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such liens. Such Opinion of Counsel shall also describe the recording, filing, rerecording and refiling of the Indenture, the Servicing Agreement and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the liens and security interests Granted thereunder until March 31 in the following calendar year.

(e) Instruments . The Issuer shall not remove any portion of the Trust Estate that is evidenced by an instrument, certificate or other writing (including any Obligor Note associated with a Borrowing Base Solar Loan) from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to subsection (d) above unless the Administrative Agent, each Funding Agent and each Non-Conduit Committed Purchaser shall have first received an Opinion of Counsel to the effect that the lien of the Indenture Trustee with respect to such property will continue to be maintained after giving effect to such action or actions; provided, however , that the Servicer may remove any portion of the Custodial File with respect to a Borrowing Base Solar Loan from such jurisdiction to the extent necessary to satisfy any requirement of law or court order or in accordance with the ordinary servicing procedures of the Servicer, in all cases in accordance with the provisions of the Custodial Agreement.

(f) Enforcement of Sale and Contribution Agreement . The Issuer, on its own behalf and on behalf of the Administrative Agent and each Purchaser, shall promptly enforce all covenants and obligations of the Originator contained in the Sale and Contribution Agreement. The Issuer shall deliver consents, approvals, directions, notices, waivers and take other actions under the Sale and Contribution Agreement as may be directed by the Administrative Agent.

(g) Release of the Trust Estate . The Issuer shall not release, or cause to be released, any portion of the Trust Estate except as permitted in this Agreement or the

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Indenture or as to which the prior written consent of the Administrative Agent, each Funding Agent and each Non-Conduit Committed Purchaser shall have been obtained.

(h) Organizational Documents . The Issuer shall not amend, modify or supplement its organizational documents without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) or appoint any new Independent Member (as such term is defined in the applicable document) without giving the Administrative Agent ten days’ prior notice of such appointment; provided, however , that if such appointment is to fill a vacancy, such notice shall only be required to be given as promptly as possible. The Originator shall not materially amend, modify or supplement its organizational documents without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). The Issuer and the Originator shall take all actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Chadbourne & Parke LLP, relating to the issues of substantive consolidation and true sale of Borrowing Base Solar Loans to the Issuer.

(i) Use of Proceeds; Compliance with Margin Regulations . The Issuer and the Originator will ensure that no part of the proceeds of any the Notes will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board of Governors of the Federal Reserve System, including Regulation T, U or X. The Issuer and the Originator shall ensure that no part of the proceeds of the Notes will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the Issuer’s assets that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

(j) No Violation . The consummation of the transaction contemplated by the Transaction Documents and the fulfillment of the terms hereof shall not conflict with, result in any material breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under the articles of organization or the operating agreement of any SolarCity Entity, or any indenture, agreement or other instrument to which a SolarCity Entity is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated or permitted by a Transaction Document).

(k) Insurance . Each SolarCity Entity shall maintain insurance in amounts and coverage as are in accordance with prudent industry practice.

Section 3.3 Tax Treatment

. Each of the Issuer, the Originator, the Parent, the Manager, the Servicer and each of the Purchasers hereby confirms that it will enter into the Transaction Documents to which it is a party with the intention that the Notes will qualify under applicable tax law as indebtedness. The Issuer, the Originator, the Parent, the Manager, the Servicer and each of the Purchasers each agrees to treat and shall treat the Notes, for purposes of U.S. federal and state income or franchise taxes and any other tax imposed on or measured by income, as indebtedness unless otherwise required by the Internal Revenue Service or other applicable taxing authority. The Issuer, Originator, Parent, Manager, Servicer and each of the

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Purchasers shall file all federal, state and local tax and information returns in a manner that is consistent with the treatment of the Notes as indebtedness.

Section 3.4 Conditions Precedent

. This Agreement shall become effective on the Closing Date, upon satisfaction of the following conditions precedent on or prior to such date:

(a) Transaction Documents and other Closing Documents . Each of the Transaction Documents shall be in full force and effect and all consents, waivers and approvals necessary for the consummation of the transactions contemplated thereby shall have been obtained and shall be in full force and effect, and the Administrative Agent shall have received a duly executed counterpart thereof. The Administrative Agent shall have received each of the items listed on the Closing List attached hereto as Exhibit B , each in form and substance satisfactory to the Administrative Agent.

(b) Receipt of Notes . A Class A Note or Class B Note, as applicable, registered in the name of each Funding Agent and each Non-Conduit Committed Purchaser in an amount up to the Purchaser Commitment Amount with respect to the related Purchaser Group or Non-Conduit Committed Purchaser, as applicable, and executed by the Issuer and authenticated by the Indenture Trustee in accordance with the Indenture.

(c) No Material Adverse Effect . Since December 31, 2013, there shall not have been a Material Adverse Effect with respect to any SolarCity Entity.

(d) Know Your Customer Information . The Administrative Agent and the Indenture Trustee shall have received all documentation and other information required by regulatory authorities under applicable “Know Your Customer” and anti-money laundering rules and regulations, including the Patriot Act.

(e) Closing Certificate . The Administrative Agent shall have received closing certificates, in form and substance satisfactory to the Administrative Agent, from a Responsible Officer of each of the SolarCity Entities.

(f) Payment of Fees . On or prior to the Closing Date, the Issuer shall have paid all fees previously agreed in writing to be paid on or prior to the Closing Date.

(g) Enforceability of the Notes . The Notes shall be entitled to the benefit of the security provided in the Indenture and shall constitute the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally or general principals of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)).

(h) Evidence of Insurance . The Administrative Agent shall have received certification evidencing coverage under the Manager’s fidelity insurance policies and errors and omissions policies.

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(i) Rating . Each Funding Agent shall have received, to the extent required, evidence satisfactory to it that the purchase by the Conduit in its Purchaser Group of Notes hereunder will not result in a reduction or withdrawal of the rating of such Conduit’s Commercial Paper by any of the rating agencies or any other nationally recognized rating agency rating such Commercial Paper.

Section 3.5 Annual Certificate

Each of the Servicer and the Manager shall deliver to the Administrative Agent all certificates required to be delivered to the Administrative Agent pursuant to the Servicing Agreement and the Management Agreement, respectively.

Section 3.6 Periodic Notices and Reports

(a) Notices, Certificates and Reports Delivered to the Indenture Trustee . In addition to those notices, certificates and reports required to be delivered to the Administrative Agent pursuant hereto, the Issuer shall furnish to the Administrative Agent a copy of each notice, certificate or report delivered by the Issuer to the Indenture Trustee pursuant to the Indenture, the Servicing Agreement or the Management Agreement concurrently with the delivery of any such notice, certificate or report to the Indenture Trustee.

(b) Financial Reports .

(i) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, FinCo shall deliver to the Administrative Agent the unaudited combined and/or consolidated balance sheet of each of FinCo and the Issuer, as at the end of, and the related unaudited statements of income (or changes in financial position) for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as at the end of, and for, the corresponding period in the preceding fiscal year, together with a certificate signed by the chief financial officer or a vice president responsible for financial administration of each of FinCo and the Issuer, to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of each of FinCo and the Issuer, all adjustments necessary to present fairly the financial position of each of FinCo and the Issuer, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; and

(ii) as soon as is practicable, but in any event within 120 days after the end of each fiscal year, the Parent shall deliver to the Administrative Agent the audited combined and/or consolidated balance sheet of each of the Parent and the Issuer, as at the end of, and the related consolidated statements of income, shareholders’ equity and cash flows for such year, and the corresponding figures as at the end of, and for, the preceding fiscal year, accompanied by an opinion of Ernst & Young LLP or such other independent certified public accountants of recognized standing as shall be retained by each of the Parent and the Issuer, and satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall (A) be unqualified as to

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going concern and scope of audit and shall state that such financial statements fairly present the financial condition of each of the Parent and the Issuer, as at the dates indicated and the results of the operations and cash flows for the periods indicated and (B) contain no material exceptions or qualifications except for qualifications relating to accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements.

(iii) Upon discovery by the Issuer, the Originator, the Manager, the Parent, the Servicer, the Administrative Agent, a Funding Agent or a Purchaser of a breach of any of its representations, warranties or covenants contained in this Agreement, the party discovering such breach shall give prompt written notice thereof to each other party.

Section 3.7 Representation and Warranties of the Purchasers

. Each Purchaser represents and warrants to the Issuer as of the Closing Date, and each Purchaser represents and warrants as of each Funding Date hereafter that the Note (including each Notes Increase Amount) purchased by or on its behalf pursuant to this Agreement has been and will be acquired for investment purposes only and not with a view of any public distribution thereof, it will not offer to sell or otherwise dispose of the Note so acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable state or other securities laws and it is a “qualified institutional buyer” as defined in Rule 144A of the Securities Act, and that it is aware that the sale to it is being made in reliance on an exemption from registration under the Securities Act. Each Purchaser acknowledges that it has no right to require the Issuer to register under the Securities Act or any other securities law the Notes (or any interest therein) to be acquired by or on its behalf pursuant to this Agreement. Each Purchaser hereby acknowledges, represents and agrees with the Issuer with respect to the transfer restrictions set forth in Article II of the Indenture.

Section 3.8 Rating

. A Noteholder (or the Administrative Agent at the Purchasers’ unanimous direction) may, in its sole discretion and expense, at any time, have the Notes rated by Moody’s, S&P, DBRS, Inc. or Kroll Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to the effectiveness of this Agreement, nor shall any rating process or requests or any subsequent downgrade of any rating received impact the Issuer’s ability to request an Increase hereunder. The Issuer, the Servicer, Parent, the Manager and the Originator shall provide reasonable assistance to obtain such rating and the Noteholder shall use commercially reasonable efforts to ensure that SolarCity Corporation is not named in such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Increase or to the exercise of any rights of the Issuer under this Agreement.

Article IV

INDEMNIFICATION; EXPENSES; RELATED MATTERS

Section 4.1 Indemnities by the Issuer

. Without limiting any other rights which the Administrative Agent, the Funding Agents or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify the Administrative Agent, each Purchaser, each Funding Agent, and any successors and permitted assigns and any of their respective

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officers, directors and employees (collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of a Purchaser, a Funding Agent or the Administrative Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any Indemnified Party arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Administrative Agent, any Funding Agent or any Purchaser of the Notes or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence, fraud or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for amounts due under the Solar Loans which are uncollectible whether due to the creditworthiness of the obligor, the underperformance of the PV System or the occurrence of a casualty event and (iii) any Taxes which are governed by Sections 4.2 and 4.3 hereof. Such Indemnified Amounts shall be paid by the Issuer to the Administrative Agent for the accounts of the Persons entitled thereto from funds available therefor under Section 5.05 of the Indenture. Without limiting the generality of the foregoing, the Issuer shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(i) any representation or warranty made by any SolarCity Entity or any officer of any of them under or in connection with this Agreement, any of the other Transaction Documents or any other information or report delivered by any SolarCity Entity pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(ii) the failure by a SolarCity Entity to comply with any applicable law, rule or regulation with respect to any Solar Loan, or the nonconformity of any Solar Loan with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Indenture Trustee, an undivided first priority, perfected security interest in the Trust Estate free and clear of any Lien (except as expressly permitted by the Transaction Documents);

(iv) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Trust Estate that adversely affects the perfection of the Indenture Trustee’s security interest in the Trust Estate;

(v) any dispute, claim, offset or defense (other than payment or the discharge in bankruptcy) of the Obligor to the payment of any Solar Loans (including, without limitation, a defense based on such Solar Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Solar Loan or the furnishing or failure to furnish such merchandise or services;

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(vi) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of the Servicing Agreement;

(vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Solar Loan;

(viii) the pledge of an interest in any Solar Loan other than an Eligible Solar Loan;

(ix) the failure by a SolarCity Entity to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Solar Loans;

(x) any repayment to the Issuer by any Indemnified Party of any amount previously distributed in reduction of the Aggregate Outstanding Note Balance which such Indemnified Party believes in good faith is required to be made;

(xi) the commingling by the Issuer or the Servicer with respect to any Solar Loan at any time with other funds;

(xii) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of the acquisition of interests in the Notes by the Issuer, or the ownership of the Notes or any portion of the Trust Estate;

(xiii) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of a SolarCity Entity to qualify to do business or file any notice of business activity report or any similar report;

(xiv) the failure of a SolarCity Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes, payable in connection with any of the Solar Loan or any amounts due thereunder;

(xv) any action taken by any SolarCity Entity in the enforcement or collection of any Solar Loan unless such action was in accordance with the Servicing Agreement or at the direction of the Indenture Trustee, the Administrative Agent, a Purchaser or a Funding Agent;

(xvi) any attempt by any Person to void, rescind or set-aside any pledge of the Trust Estate to the Indenture Trustee under statutory provisions or common law or equitable action, including, without limitation, any provision of the United States Bankruptcy Code;

(xvii) the Aggregate Outstanding Note Balance exceeding the Total Borrowing Base at any time;

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(xviii) the failure of the Lockbox Bank to remit any amounts held in the Lockbox Account or any related lock-boxes pursuant to the instructions of the Servicer, the Issuer, or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any Account Control Agreement) whether by reason of the exercise of set-off rights or otherwise;

(xix) the use of the proceeds of the Notes; or

(xx) the Notes being characterized as other than indebtedness for U.S. federal income tax purposes or the Issuer being classified as an association or publicly traded partnership that is taxed as a corporation for U.S. federal income tax purposes.

Section 4.2 Taxes

. (a) All payments made hereunder by the SolarCity Entities (each, a “ payor ”) to any Purchaser, any Funding Agent or the Administrative Agent (each, a “ recipient ”) shall, unless otherwise required by law, be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “ Taxes ”). In the event that any withholding or deduction from any payment made by the payor hereunder is required by law, then such payor shall:

(i) make such withholding or deduction and pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii) promptly forward to the Administrative Agent, each Funding Agent and each Non-Conduit Committed Purchaser an official receipt or other documentation satisfactory to the Administrative Agent, each Funding Agent and each Non-Conduit Committed Purchaser evidencing such payment to such governmental authority; and

(iii) if such Taxes are other than (1) franchise Taxes imposed on net income (or any interest or penalties with respect thereto) and Taxes imposed on or measured by the recipient’s net income required to be paid by any recipient in connection herewith to any taxing authority, a Tax imposed as a result of such recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) (other than, in each case, such Taxes arising solely from the recipient having executed, delivered, performed its obligations under, received a payment pursuant to or having been a party to or having enforced this Agreement or other Transaction Documents), (2) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such recipient with respect to an applicable interest in a Note in effect on the date on which (a) such recipient acquires an interest in a Note or (b) such recipient changes its lending office except, in each case, to the extent that such recipient’s assignor or prior lending office was entitled to the payment of additional amounts pursuant to this Section 4.2, (3) Taxes attributable to recipient’s failure to comply with Section 4.2(c) and (4) any U.S. federal withholding Taxes imposed under FATCA (such excluded items being “ Excluded

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Taxes”) pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount (taking into account deductions or withholding applicable to additional amounts payable under this Section 4.2) actually received by the recipient will equal the full amount such recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient shall promptly notify the Issuer, the Servicer and the Originator (which notification shall include in reasonable detail the basis for and the calculation of the amount of such Taxes), and the recipient may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (taking into account deductions or withholding applicable to additional amounts payable under this Section 4.2) shall equal the amount such recipient would have received had such Taxes not been asserted.

(b) If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

(c) Each recipient agrees that prior to the date on which the first interest or fee payment due to it hereunder is due thereto, it will deliver to the Issuer, the Servicer, the Indenture Trustee and the Administrative Agent (i) if such Person is not incorporated or formed under the laws of the United States or any State thereof, two duly completed copies of the U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E or Form W-8IMY (or successor forms), as applicable, and such forms shall indicate whether the recipient is eligible to claim treaty benefits, or entitled to receive payments under this Agreement and with respect to the Notes without deduction or withholding of or a reduced amount of any United states federal income taxes, (ii) in the case of any other Person, a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding taxes. Each recipient required to deliver any such forms also agrees to deliver to the Issuer, the Servicer, the Indenture Trustee and the Administrative Agent two further copies of such Form W-8ECI, Form W-8BEN claiming treaty benefits or Form W-9, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Issuer, the Servicer, the Indenture Trustee or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, such recipient is no longer eligible to deliver then-applicable form set forth above and so advises the Issuer, the Servicer, the Indenture Trustee and the Administrative Agent.

(d) All payments due from the Issuer to any recipient under this Section 4.2 are to be made from funds available thereof under Section 5.05 of the Indenture;

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provided, however , that no such amounts shall be payable if resulting from the failure of such recipient to comply with Section 4.3(c) hereof.

(e) If any recipient receives a refund of any Taxes for which the payor has paid any amounts pursuant to this Section 4.2 , then such recipient shall promptly repay such amounts to the payor.

Section 4.3 Other Tax Costs, Expenses and Related Matters

The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save each Purchaser, each Funding Agent and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Purchaser, any Funding Agent and/or the Administrative Agent) or intangible, documentary, recording, stamp, excise, transfer or similar taxes incurred by or on behalf of any Purchaser, any Funding Agent and the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered on the Closing Date pursuant hereto and thereto and the transactions contemplated hereby or thereby, in an amount not to exceed $[***], after which the Administrative Agent, each Purchaser and each Funding Agent shall bear its own costs, and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with any Purchaser’s, any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights hereunder or thereunder or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. All such payments by the Issuer are to be made from funds available therefor under Section 5.05 of the Indenture.

Section 4.4 Indemnification

(a) Indemnification by the Originator . The Originator shall indemnify and hold harmless each Indemnified Party from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the performance of the duties of the Originator or by reason of reckless disregard of obligations and duties of the Originator hereunder or under any Transaction Document to which it is a party; provided , however , that the Originator shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of any Indemnified Party; and provided further , that the Originator shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by any Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Solar Loans owned by the Issuer or, except as otherwise provided for in Section 4.2 , with respect to any U.S. federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

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(b) Indemnification by the Servicer . The Servicer shall indemnify and hold harmless each Indemnified Party from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the performance of the duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder or under any Transaction Document to which it is a party; provided , however , that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of any Indemnified Party; and provided further , that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by any Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Solar Loans owned by the Issuer or, except as otherwise provided for in Section 4.2 , with respect to any U.S. federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any successor to it as the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

(c) Indemnification by SolarCity . SolarCity shall indemnify and hold harmless each Indemnified Party from and against any loss, liability, expense, damage or injury suffered or sustained by reason of willful misfeasance, bad faith, or negligence in the performance of the duties of SolarCity or by reason of reckless disregard of obligations and duties of SolarCity hereunder, under any Transaction Document to which it is a party; provided , however , that SolarCity shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of any Indemnified Party; and provided further , that SolarCity shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by any Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Solar Loans owned by the Issuer or, except as otherwise provided for in Section 4.2 , with respect to any U.S. federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

Article V

THE ADMINISTRATIVE AGENT AND FUNDING AGENTS

Section 5.1 Appointment; Nature of Relationship

. The Administrative Agent is appointed by the Purchasers and the Funding Agents as the Administrative Agent hereunder and under each other Transaction Document, and each of the Purchasers and the Funding Agents irrevocably authorizes the Administrative Agent to act as the contractual representative of such Purchaser or Funding Agent with the rights and duties expressly set forth herein, in the Indenture and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article V . Notwithstanding the use of the defined term “Administrative Agent,” it is expressly

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understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Purchaser by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Purchasers with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Purchasers’ contractual representative, the Administrative Agent (a) does not assume any fiduciary duties to any of the Purchasers, (b) is a “representative” of the Purchasers within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (c) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Purchasers agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Purchaser waives.

Section 5.2 Powers

. The Administrative Agent shall have and may exercise such powers under the Transaction Documents as are specifically delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties or fiduciary duties to the Purchasers, or any obligation to the Purchasers to take any action hereunder or under any of the other Transaction Documents except any action specifically provided by the Transaction Documents required to be taken by the Administrative Agent.

Section 5.3 General Immunity

. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Issuer, or any Purchaser for any action taken or omitted to be taken by it or them hereunder or under any other Transaction Document or in connection herewith or therewith except to the extent such action or inaction is found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from (a) the gross negligence or willful misconduct of such Person or (b) breach of contract by such Person with respect to the Transaction Documents.

Section 5.4 No Responsibility for Increases, Creditworthiness, Trust Estate, Recitals, Etc .

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Transaction Document or any borrowing hereunder, (b) the performance or observance of any of the covenants or agreements of any obligor under any Transaction Document, (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered solely to the Administrative Agent, (d) the existence or possible existence of any Potential Default or Event of Default, or (e) the validity, effectiveness or genuineness of any Transaction Document or any other instrument or writing furnished in connection therewith. The Administrative Agent shall not be responsible to any Purchaser for any recitals, statements, representations or warranties herein or in any of the other Transaction Documents, for the perfection or priority of any of the Liens on any of the Trust Estate, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Issuer or any of their respective Affiliates.

Section 5.5 Action on Instructions of Purchasers

. The Administrative Agent shall seek the consent and/or direction from the Majority Facility Investors before acting,

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

hereunder and under any other Transaction Document in accordance with written instructions signed by the Majority Facility Investors, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Purchasers and on all holders of Notes. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Transaction Document unless it shall first be indemnified to its satisfaction by the Purchasers pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Section 5.6 Employment of Agents and Counsel

. The Administrative Agent may execute any of its duties as the Administrative Agent hereunder and under any other Transaction Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Purchasers, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Purchasers and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Transaction Document.

Section 5.7 Reliance on Documents; Counsel

. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

Section 5.8 The Administrative Agent’s Reimbursement and Indemnification

. The Committed Purchasers agree to reimburse and indemnify (on a pro rata basis based upon their Commitments as a percentage of their aggregate Commitments) the Administrative Agent (a) for any amounts not reimbursed by the Issuer for which the Administrative Agent is entitled to reimbursement by the Issuer under the Transaction Documents, (b) for any other expenses incurred by the Administrative Agent on behalf of the Purchasers, in connection with the preparation, execution, delivery, administration and enforcement of the Transaction Documents, and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Transaction Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided, that no Purchaser shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the Administrative Agent.

Section 5.9 Rights as a Purchaser

. With respect to its Commitment and Increases made by it and the Notes issued to it, in its capacity as a Purchaser, the Administrative Agent shall have the same rights and powers hereunder and under any other Transaction Document as any Purchaser and may exercise the same as though it were not the Administrative Agent, and the term “Purchaser” or “Purchasers”, as applicable, shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The

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Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Transaction Document, with the Issuer or any of its Affiliates in which such Person is not prohibited hereby from engaging with any other Person.

Section 5.10 Purchaser Credit Decision

. Each Purchaser acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Purchaser and based on the financial statements prepared by the Issuer and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Transaction Documents. Each Purchaser also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents.

Section 5.11 Successor Administrative Agent

. The Administrative Agent may resign at any time by giving written notice thereof to the Purchasers, the Funding Agents, the Custodian, the Transition Service Provider, the Indenture Trustee and the Issuer, and the Administrative Agent may be removed at any time for cause by written notice received by the Administrative Agent from all of the other Purchasers. Upon any such resignation or removal, the Purchasers shall have the right to appoint, on behalf of the Issuer and the Purchasers, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Purchasers and shall have accepted such appointment within 30 days after the exiting Administrative Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Administrative Agent may appoint, on behalf of the Issuer and the Purchasers, a successor Administrative Agent or petition a court of competent jurisdiction to appoint a successor Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Administrative Agent, and the exiting Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents. After any exiting Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Transaction Documents.

Section 5.12 Transaction Documents; Further Assurances

. Each Purchaser authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and to take all action contemplated by such documents. Each Purchaser agrees that no Purchaser shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Purchasers upon the terms of the Transaction Documents.

Section 5.13 Funding Agent Appointment; Nature of Relationship

. Each Funding Agent is appointed by the Purchasers in its Purchaser Group as their agent hereunder, and such Purchasers irrevocably authorize such Funding Agent to act as the contractual

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representative of such Purchasers with the rights and duties expressly set forth herein and in the other Transaction Documents. Each Funding Agent agrees to act as such contractual representative upon the express conditions contained in this Article V. Notwithstanding the use of the defined term “ Funding Agent,” it is expressly understood and agreed that no Funding Agent shall have any fiduciary responsibilities to any Purchaser by reason of this Agreement and that each Funding Agent is merely acting as the representative of the Purchasers in its Purchaser Group with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the related Purchasers’ contractual representative, each Funding Agent (a) does not assume any fiduciary duties to any of the Purchasers, (b) is a “representative” of the Purchasers in its Purchaser Group within the meaning of Section 9-102 of the UCC as in effect in the State of New York and (c) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Purchasers agrees to assert no claim against their Funding Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Purchaser waives.

Section 5.14 Funding Agent Powers

. Each Funding Agent shall have and may exercise such powers under the Transaction Documents as are specifically delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto. No Funding Agent shall have any implied duties or fiduciary duties to the Purchasers in its Purchaser Group, or any obligation to such Purchasers to take any action hereunder or under any of the other Transaction Documents except any action specifically provided by the Transaction Documents required to be taken by such Funding Agent.

Section 5.15 Funding Agent General Immunity

. Neither any Funding Agent nor any of its directors, officers, agents or employees shall be liable to the Issuer, the Purchasers or any Purchaser for any action taken or omitted to be taken by it or them hereunder or under any other Transaction Document or in connection herewith or therewith except to the extent such action or inaction is found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from (a) the gross negligence or willful misconduct of such Person or (b) breach of contract by such Person with respect to the Transaction Documents.

Section 5.16 Funding Agent Responsibility for Increases, Creditworthiness, Trust Estate, Recitals, Etc .

Neither any Funding Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Transaction Document or any borrowing hereunder, (b) the performance or observance of any of the covenants or agreements of any obligor under any Transaction Document, (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered solely to the Administrative Agent, (d) the existence or possible existence of any Potential Default or Event of Default, or (e) the validity, effectiveness or genuineness of any Transaction Document or any other instrument or writing furnished in connection therewith. No Funding Agent shall be responsible to any Purchaser for any recitals, statements, representations or warranties herein or in any of the other Transaction Documents, for the perfection or priority of any of the Liens on any of the Trust Estate, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement or any of the other Transaction Documents or the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Issuer or any of their respective Affiliates.

Section 5.17 Funding Agent Action on Instructions of Purchasers

. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Transaction Document in accordance with written instructions signed by each of the Purchasers in its Purchaser Group, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of such Purchasers. Each Funding Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Transaction Document unless it shall first be indemnified to its satisfaction by the Purchasers in its Purchaser Group pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Section 5.18 Funding Agent Employment of Agents and Counsel

. Each Funding Agent may execute any of its duties as a Funding Agent hereunder by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Purchasers in its Purchaser Group, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Funding Agent, at the expense of the Purchasers, shall be entitled to advice of counsel concerning the contractual arrangement between such Funding Agent and the Purchasers in its Purchaser Group and all matters pertaining to such Funding Agent’s duties hereunder and under any other Transaction Document.

Section 5.19 Funding Agent Reliance on Documents; Counsel

. Each Funding Agent shall be entitled to rely upon any Loan Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of counsel selected by such Funding Agent, which counsel may be employees of such Funding Agent.

Section 5.20 Funding Agent’s Reimbursement and Indemnification

. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify (on a pro rata basis based upon their Commitments as a percentage of the Commitments of all Committed Purchasers in its Purchaser Group) the Funding Agent in their Purchaser Group (a) for any amounts not reimbursed by the Issuer for which such Funding Agent is entitled to reimbursement by the Issuer under the Transaction Documents, (b) for any other expenses incurred by such Funding Agent on behalf of the Purchasers, in connection with the preparation, execution, delivery, administration and enforcement of the Transaction Documents, and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of the Transaction Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided, that no Purchaser shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of such Funding Agent.

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Section 5.21 Funding Agent Rights as a Purchaser

. With respect to its Commitment and Increases made by it and the Notes issued to it, in its capacity as a Purchaser, each Funding Agent shall have the same rights and powers hereunder and under any other Transaction Document as any Purchaser and may exercise the same as though it were not the Agent, and the term “Purchaser” or “Purchasers”, as applicable, shall, unless the context otherwise indicates, include such Funding Agent in its individual capacity. Each Funding Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Transaction Document, with the Issuer or any of its Affiliates in which such Person is not prohibited hereby from engaging with any other Person.

Section 5.22 Funding Agent Purchaser Credit Decision

. Each Purchaser acknowledges that it has, independently and without reliance upon its Funding Agent or any other Purchaser and based on the financial statements prepared by the Issuer and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Transaction Documents. Each Purchaser also acknowledges that it will, independently and without reliance upon its Funding Agent or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents.

Section 5.23 Funding Agent Successor Funding Agent

. Any Funding Agent may resign at any time by giving written notice thereof to the Purchasers in its Purchaser Group and the Issuer, and such Funding Agent may be removed at any time for cause by written notice received by the Purchasers in its Purchaser Group. Upon any such resignation or removal, the Purchasers in a Purchaser Group shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed by such Purchasers and shall have accepted such appointment within 30 days after the exiting Funding Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Funding Agent may appoint, on behalf of the Purchasers in its Purchaser Group, a successor Funding Agent or petition a court of competent jurisdiction to appoint a successor Funding Agent. Upon the acceptance of any appointment as a Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Funding Agent, and the exiting Funding Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents. After any exiting Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Funding Agent hereunder and under the other Transaction Documents. Notwithstanding any provision in this Section 5.23 to the contrary, any Funding Agent that has provided notice of its resignation or has been provided notice of its removal shall be required to serve as Funding Agent until its successor has assumed such role.

Section 5.24 Funding Agent Transaction Documents; Further Assurances

. Each Purchaser authorizes the Funding Agent in its Purchaser Group to enter into each of the Transaction Documents to which it is a party and to take all action contemplated by such documents.

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Article VI

MISCELLANEOUS

Section 6.1 Term of Agreement

. This Agreement shall terminate on the first day immediately following the date upon which all amounts due to the Administrative Agent, the Non-Conduit Committed Purchasers, the Funding Agents, the Conduits and the Alternate Purchasers under this Agreement and the other Transaction Documents have been paid in full; provided , however , that (a) the rights and remedies of the Administrative Agent, the Funding Agents and the Purchasers with respect to any representation and warranty made or deemed to be made by any SolarCity Entity pursuant to this Agreement, (b) the indemnification and payment provisions of Article IV, and (c) the agreement set forth in Section 6.8 hereof, shall be continuing and shall survive any termination of this Agreement.

Section 6.2 Waivers; Amendments

. No failure or delay on the part of the Administrative Agent, any Funding Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof, or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this Agreement may be amended, waived or otherwise modified in a writing signed by the Issuer, the Originator, the Manager, the Servicer, the Parent and the Administrative Agent with the prior written consent of the Majority Facility Investors; provided , however , that any amendment to the representations, warranties and covenants of the Servicer in this Agreement in connection with the appointment of a successor Servicer shall not require the consent of the Issuer, the Originator, the Servicer or the Parent but will require the agreement of the Successor Servicer; and provided , further , that no amendment to this Agreement shall, nor shall the Administrative Agent consent to any amendment to any other Transaction Document, unless such amendment hereof shall be signed by, or such amendment of such other Transaction Document shall be authorized by (a) each Funding Agent and each Non-Conduit Committed Purchaser, in the case of an amendment the purpose of which is to (i) modify or waive an Event of Default or Amortization Event or (ii) change (x) the calculation of the Total Borrowing Base, the Class A Borrowing Base or the Class B Borrowing Base or (y) the definition of any term used in calculating the Total Borrowing Base, and (b) each Committed Purchaser directly affected thereby, in the case of an amendment the purpose of which is to (i) increase the Commitment of such Committed Purchaser, (ii) reduce the Purchaser Invested Amount with respect to any Purchaser Group or Non-Conduit Committed Purchaser or rate of interest to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date for the payment of any distribution in respect of any Note or interest with respect thereto or any fees or other amounts payable hereunder or in connection with the termination of any Commitment, (iv) change any percentage or number which shall be required for the Purchasers or Funding Agents or any of them to take any action under this Section 6.2 or any other provisions of this Agreement, (v) extend or permit the extension of the Maturity Date with respect to such Non-Conduit Committed Purchaser or with respect to the Purchaser Group of which such Alternate Purchaser is a member, as the case may be, except as expressly provided herein, (viii) modify any conditions precedent to the making of Increases or to the release of any portion of the Trust

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Estate, or (ix) make any modification that would allow for any principal payment, reduction in Commitment or Increases to be made other than on a pro rata basis.

Section 6.3 Notices, Etc

. Except where telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be sent by mail or electronic mail with a confirmation of the receipt thereof and shall be deemed to be given for purposes of this Agreement five days after such mail has been deposited or, where applicable, on the day that the receipt of such electronic mail is confirmed in accordance with the provisions of this Section 6.3 . Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 6.3 , notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses indicated on the signature pages hereto, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party on the signature pages hereto or, in the case of a Purchaser which becomes a party hereto pursuant to an Assignment and Assumption Agreement, on the signature page to the Assignment and Assumption Agreement pursuant to which it becomes a party hereto.

Section 6.4 Governing Law; Submission to Jurisdiction; Integration

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO EACH SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of the parties hereto irrevocably waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Section 6.4 shall affect the right of any party hereto to bring any action or proceeding against any other party hereto or their respective property in the courts of other jurisdictions.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

(c) This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

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Section 6.5 Severability

. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.6 Counterparts

. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof and deemed an original.

Section 6.7 Binding Effect

; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns, except that the Issuer shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Administrative Agent and the Purchasers, and any assignment by the Issuer in violation of this Section 6.7 shall be null and void. Notwithstanding anything to the contrary in the first sentence of this Section 6.7 , any Purchaser may at any time, without the consent of the Administrative Agent, assign all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank; provided , however , that no such assignment or pledge shall release the transferor Purchaser from its obligations hereunder. Each Purchaser may assign to one or more banks or other entities all or any part or portion of, or may grant participations to one or more banks or other entities in all or any part or portion of its rights and obligations hereunder (including, without limitation, its Commitment, its Notes or its Increases); provided , however , that each such assignment (a) shall be in form and substance acceptable to the Administrative Agent, (b) shall, unless such assignee is a branch or wholly owned subsidiary of Credit Suisse AG or a commercial paper conduit as to which Credit Suisse AG, or a branch or wholly owned subsidiary thereof, provides a full liquidity and/or credit facility, be approved by the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed), and (c) shall be to a bank or other financial institution which is acceptable to the Administrative Agent in its sole discretion. Any Purchaser may, without the consent of the Issuer, sell participation interests in its Increases and obligations hereunder; provided , however , that after giving effect to the sale of such participation, such Purchaser’s obligations hereunder and rights to consent to any waiver hereunder or amendment hereof shall remain unchanged, such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Purchaser hereunder and all rights to consent to any waiver hereunder or amendment hereof shall be determined as if such Purchaser had not sold such participation interest, and the Issuer and the Administrative Agent shall continue to deal solely and directly with such Purchaser and not be obligated to deal with such participant. Upon, and to the extent of, any assignment (unless otherwise stated therein) made by any Purchaser hereunder, the assignee or purchaser of such assignment shall be a Purchaser hereunder for all purposes of this Agreement. Without limiting the foregoing, each assignee and each purchaser of an assignment or participation shall, to the fullest extent permitted by law, have the same rights and benefits hereunder with respect to the rights and benefits so assigned or participated as it would have if it were a Purchaser hereunder.

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Notwithstanding any other provision of this Agreement to the contrary, a Purchaser may pledge as collateral, or grant a security interest in, all or any portion of its rights to receive payments in, to and under this Agreement to a security trustee in connection with the funding by such Purchaser of Increases without the consent of the Issuer; provided, that no such pledge or grant shall release such Purchaser from its obligations under this Agreement or substitute such security trustee for such Lender as a party hereto.

Section 6.8 Confidentiality .

(a) The parties, their Affiliates and each of their respective members, stockholders or representatives hereto agree to maintain the confidentiality of this Agreement, the Notes, the Fee Letters, the other Transaction Documents and all other related confidential documents and drafts thereof, including research studies, proprietary technology, trade secrets, know-how, market studies and forecasts, competitive analyses, pricing policies, the substance of agreements with customers and others, marketing arrangements, customer lists and other documents embodying such confidential information (collectively, the “ Confidential Information ”) and agree not to disclose Confidential Information in communications with third parties (other than its employees, accountants, auditors, agents, advisors, shareholders or counsel (collectively, “ Representatives ”); provided , however , that Confidential Information may be disclosed to third parties to the extent such disclosure is (i) required in order to comply with any applicable law, order, regulation or ruling, (ii) required or requested in response to any summons or subpoena or in connection with any litigation, (iii) requested by any regulatory authority (including any self-regulatory authority), (iv) provided to any Alternate Purchaser or any prospective Purchaser (including any provider of credit support in the form of credit default swap or surety bond or otherwise) or to any rating agency providing a rating for the Related Commercial Paper or for purposes of calculating a Purchaser’s regulatory capital requirements, if any, or to any nationally recognized statistical rating organization to whom any part of such information is required to be disclosed, pursuant to the terms of the Securities Exchange Act of 1934 or any rules (including Rule 17g-5) and regulations promulgated thereunder, provided that the Administrative Agent, each Funding Agent and each Purchaser, as applicable, inform such person that such information is sensitive, proprietary and confidential information. If a party or any of its Affiliates, respective members, stockholders or representatives becomes compelled or requested by legal or administrative process to disclose any Confidential Information, such party shall, to the extent permitted by Applicable Law and practicable, provide the other party with prompt notice; it being understood that the other party may seek a protective order or other appropriate remedy. With respect to the information so compelled or requested to be disclosed, the first Party shall, and shall cause such Affiliate or such stockholder, member, Subsidiary or Representative to, furnish only that portion of such information that it is advised is legally required or requested to be furnished and shall exercise reasonable efforts, at the expense of the party whose Confidential Information is being disclosed, to obtain reliable assurance that confidential treatment will be accorded such information, provided , however , that failure to obtain such assurance will not diminish the right of each Funding Agent, each Purchaser, the Administrative Agent or any of their Representatives to comply with such request or requirement, as set forth in this Section 6.8(a) , without penalty hereunder. Notwithstanding the foregoing, (i) each Conduit shall be permitted to disclose Solar Loan performance information and details concerning the structure of the facility contemplated hereby and by the Indenture and the Servicing Agreement, in summary form and in a manner not identifying the Issuer, to the related Alternate Purchaser, to prospective investors in Related Commercial Paper, and (ii) the Administrative Agent, each Funding Agent and each Purchaser

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(each, a “ Recipient ”) shall have no obligation of confidentiality in respect of any information which (v) may be generally available to the public or becomes available to the public through no fault of theirs, (w) was rightfully known to the Recipient or was rightfully in such Recipient’s possession prior to the date of such disclosure, (x) becomes available to the Recipient from a third party unless to the Recipient’s knowledge such third party acquired such information from the Issuer and is in breach of an obligation of confidentiality to the Issuer, (y) has been approved for release by written authorization of the Issuer or (z) has been independently developed or acquired by the Recipient.

(b) Notwithstanding anything else contained in this Agreement, each party to this Agreement and any subsequent holder of Notes (and any employee, representative or other agent of such Person) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure (as such terms are used in Sections 6011, 6111 and 6112 of the Code and the Treasury Regulations promulgated thereunder and in applicable state and local law) of an investment in the Notes and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure; provided that neither Person nor such Person’s employees, representatives or other agents shall disclose any information for which nondisclosure is reasonably necessary to comply with U.S. securities laws.

Section 6.9 No Bankruptcy Petition

(a) Each party hereto hereby covenants and agrees that it will not institute against or join any other Person in instituting against the Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States prior to the date which is one year and one day after the payment in full of all outstanding indebtedness of the Conduit. The agreements set forth in this paragraph 6.9(a) and the parties’ respective obligations under this paragraph 6.9(a) shall survive the termination of this Agreement.

(b) Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Notes, it will not institute against, or join any other Person in instituting against the Issuer or the Originator any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 6.09(b) shall survive the termination of this Agreement.

Section 6.10 No Recourse

(a) . (a) Notwithstanding anything to the contrary contained in this agreement, t he parties hereto hereby acknowledge and agree that all transactions with the Conduit hereunder shall be without recourse of any kind to the Conduit. The Conduit shall have no liability or obligation hereunder unless and until the Conduit has received such amounts from the Notes. In addition, the parties hereto hereby agree that the Conduit shall have no obligation to pay the parties hereto any amounts constituting fees, reimbursement for expenses or indemnities (collectively, “ Expense Claims ”) and such Expense Claims shall not constitute a claim (as defined in section 101 of title 11 of the United States Bankruptcy Code) against the Conduit, unless or until the Conduit has received amounts sufficient to pay such

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Expense Claims pursuant to the Notes and such amounts are not required to pay the outstanding indebtedness of the Conduit.

(b) The agreements set forth in this Section 6.10 and the parties’ respective obligations under this Section 6.10 shall survive the termination of this Agreement.

Section 6.11 Setoff

. The Issuer, hereby irrevocably and unconditionally waives all right of setoff that it may have under contract (including this Agreement), applicable law or otherwise with respect to any funds or monies of the Administrative Agent, any Funding Agent or any Purchaser at any time held by or in the possession of the Issuer.

Section 6.12 Further Assurances

. Each of the SolarCity Entities agrees to do such further acts and things and to execute and deliver to the Administrative Agent, each Funding Agent, each Purchaser or the Indenture Trustee such additional assignments, agreements, powers and instruments as are reasonably required by such party to carry into effect the purposes of this Agreement or to better assure and confirm unto such party its rights, powers and remedies hereunder. The Administrative Agent, each Funding Agent and each Purchaser each agrees to do such further acts and things and to execute and deliver to the SolarCity Entities such additional instruments as are reasonably required by such party to carry into effect the purposes of this Agreement or to better assure and confirm unto such party its rights, powers and remedies hereunder.

Section 6.13 USA Patriot Act

. Each Purchaser hereby notifies the Issuer that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies the Issuer, which information includes the name and address of the Issuer and other information that will allow such Purchaser to identify the Issuer in accordance with the Patriot Act.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

FTE SOLAR I, LLC, as Issuer

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: President

Address for notices:
c/o SolarCity Corporation

3055 Clearview Way

San Mateo, California 94402

Attention: General Counsel
Telephone: (650) 638-1028
Email:

SOLARCITY FINANCE COMPANY, LLC,
as Originator

By: /s/ Seth Weissman

Name: Seth Weissman

Title: President

Address for notices:

c/o SolarCity Corporation

3055 Clearview Way

San Mateo, California 94402

Attention: General Counsel
Telephone: (650) 638-1028
Email:

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SOLARCITY FINANCE COMPANY, LLC,

as Servicer

By: /s/ Seth Weissman

Name: Seth Weissman

Title: President

Address for notices:
3055 Clearview Way

San Mateo, California 94402

Attention: General Counsel
Telephone: (650) 638-1028
Email:

SOLARCITY CORPORATION,
as Parent and Manager

By: /s/ Lyndon Rive

Name: Lyndon Rive

Title: Chief Executive Officer

3055 Clearview Way

San Mateo, California 94402

Attention: General Counsel
Telephone: (650) 638-1028
Email:

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CREDIT SUISSE AG, NEW YORK BRANCH
as Administrative Agent

By:       /s/ Jason Muncy
             Name: Jason Muncy
             Title: Vice President

By:       /s/ Oliver Nissenson
            Name: Oliver Nissenson
            Title: Director

Address for notices:
Eleven Madison Avenue
New York, NY 10010

Attention: Asset Finance Group
Telephone: [***]
Email: [***]

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GIFS Capital Company, LLC
as Conduit

By:       /s/ R. Scott Chisholm
Name:  R. Scott Chisholm
Title:  Authorized Signer

Address for notices:
Suite 4900

227 West Monroe Street.

Chicago, IL 60606

Attention: Operations
Telephone: [***]
Email: [***]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Alternate Purchaser

By:       /s/ Jason Muncy
             Name: Jason Muncy
             Title: Authorized Signatory

By:       /s/ Oliver Nissenson
            Name: Oliver Nissenson
            Title: Authorized Signatory

Address for notices:
Eleven Madison Avenue
New York, NY 10010

Attention: Asset Finance Group
Telephone: [***]
Email: [***]

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CREDIT SUISSE AG, NEW YORK BRANCH
as Funding Agent

By:       /s/ Jason Muncy
             Name: Jason Muncy
             Title: Vice President

By:       /s/ Oliver Nissenson
            Name: Oliver Nissenson
            Title: Director

Address for notices:
Eleven Madison Avenue
New York, NY 10010

Attention: Asset Finance Group
Telephone: [***]
Email: [***]

CREDIT SUISSE SECURITIZED PRODUCTS MASTER FUND, LTD.
as Non-Conduit Committed Purchaser

By: Credit Suisse Asset Management, LLC,

in its capacity as investment manager

By:       /s/ Mark Barres
             Name: Mark Barres
             Title: Authorized Signatory

By:       /s/ Gary Buchalter
            Name: Gary Buchalter
            Title:

Address for notices:
c/o Credit Suisse Asset Management, LLC,

One Madison Avenue, 10 ^th Floor

New York, NY 10001

Attention:
Telephone: [***]
Email: [***]

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SCHEDULE I


Conduit or Non-Conduit Committed Purchaser	Class	Alternate Purchaser	Funding Agent	Commitment Percentage	Purchaser Commitment Amount
GIFS Capital Company, LLC (Conduit)	A	Credit Suisse AG, Cayman Islands Branch	Credit Suisse AG, New York Branch	80%	$160,000,000
Credit Suisse Securitized Products Master Fund, Ltd. (Non-Conduit Committed Purchaser)	B	N/A	N/A	20%	$40,000,000

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Schedule 3.1(k)

Organizational Chart

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Schedule 3.1(n)

Environmental Matters

None.

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EXHIBIT A

Form of Borrowing Notice

__________ __, 20__

To: Credit Suisse AG, New York Branch, as Administrative Agent

11 Madison Avenue, 4th Floor

New York, NY 10010

Attention: Jason Muncy

Robbin Conner

Email: list.afconduitreports@credit-suisse.com

robbin.conner@credit-suisse.com

abcp.monitoring@credit-suisse.com

[Funding Agents]

Credit Suisse Securitized Products Master Fund, Ltd.

c/o Credit Suisse Asset Management, LLC

One Madison Avenue, 10th Floor

New York, NY 10001

Email: list.ai-hfmo@credit-suisse.com

list.cs-spf-coo@credit-suisse.com

list.cs-spf@credit-suisse.com

SolarCity Finance Company, LLC, as Servicer

3055 Clearview Way

San Mateo, CA 94402

Attention: General Counsel

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of January 9, 2015 (as amended, restated, supplemented and/or otherwise modified from time to time, the “ Note Purchase Agreement ”), by and among FTE Solar I, LLC, as Issuer (the “ Issuer ”), SolarCity Finance Company, LLC, as Originator and as Servicer, SolarCity Corporation, as Parent and as Manager, the Purchasers from time to time party thereto, the agent bank for each Purchaser Group from time to time party thereto (each such party, together with their respective successors in such capacity, a “ Funding Agent ”) and Credit Suisse AG, New York Branch, in its capacity as agent for the Purchasers and the Funding Agents (in such capacity, the “ Administrative Agent ”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the “Standard Definitions” attached to the Note Purchase Agreement as Annex A.

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In accordance with Section 2.2 of the Note Purchase Agreement, the Issuer hereby requests that the Purchasers provide an [initial advance] [Increase] based on the following criteria:

1. Requested [initial Aggregate Outstanding Note Balance] [Note Increase Amount]:

Class A (80%):

Class B (20%):

2. Requested date of Funding: ________ __, 20__

3. $[ ] should be transferred to the Liquidity Reserve Account

Account(s) to which each Funding Agent and Non-Conduit Committed Purchaser should wire the balance of the requested funds:

Bank Name:

ABA No.:

Account Name:

Account No.:

Reference:

4. [Attached to this notice as Exhibit A is the Borrowing Base Certificate in connection with this

Funding.] ¹

Very truly yours,

FTE SOLAR I, LLC

By: ___________________________

Name

Title:

¹	To be delivered in connection with an Increase.

A-1

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ANNEX-A

Borrowing Base Certificate

FTE Solar I, LLC

[_________], 20[_]

In connection with that certain Note Purchase Agreement, dated as of January 9, 2015 (the “ Note Purchase Agreement ”), by and among FTE Solar I, LLC, as Issuer (the “Issuer”), SolarCity Finance Company, LLC, as Originator and as Servicer, SolarCity Corporation, as Parent and as Manager, the Purchasers from time to time party thereto, the agent bank for each Purchaser Group from time to time party thereto (each such party, together with their respective successors in such capacity, a “ Funding Agent ”) and Credit Suisse AG, New York Branch, in its capacity as agent for the Purchasers and the Funding Agents (in such capacity, the “Administrative Agent”), the Issuer hereby certifies that:

1. The Aggregate Outstanding Note Balance will not exceed the Total Borrowing Base, after giving effect to the Increase requested in the attached Borrowing Notice.

2. The attached Schedule I sets forth the Total Borrowing Base, the Class A Borrowing Base, the Class B Borrowing Base (collectively, the “ Borrowing Base Calculations ”) and provides all data used, in Excel format, to calculate the foregoing as of the Funding Date and the computations reflected in the Borrowing Base Calculations are true, correct and complete.

Capitalized terms used but not defined herein shall have the meanings specified in the Note Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

FTE Solar I, LLC, as Issuer

Name:

Title:

A-2

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EXHIBIT B

List of Closing Documents

A-3

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Annex A

Standard Definitions

A-4

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Exhibit 10.18

CONFIDENTIAL TREATMENT REQUESTED

CREDIT AGREEMENT

Dated as of March 31, 2015

among

SHORTFIN SOLAR, LLC,
a Delaware limited liability company,
as the Borrower,

SOLARCITY CORPORATION,
a Delaware corporation,
as the Limited Guarantor,

BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral Agent
and
a Lender,

and

The Other Lenders Party Hereto

BANK OF AMERICA, N.A.
as
Sole Lead Arranger and Sole Bookrunner

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Table of Contents


Section		Page
ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS	1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	22
1.03	Accounting Terms	23
1.04	Rounding	23
1.05	Times of Day; Rates	23
ARTICLE II.	the COMMITMENTS and Credit LOANS	24
2.01	Loans	24
2.02	Borrowing, Conversions and Continuations of Loans	24
2.03	Prepayments	25
2.04	Repayment of Loans	26
2.05	Interest	26
2.06	Fees	27
2.07	Computation of Interest and Fees	27
2.08	Evidence of Debt	27
2.09	Payments Generally; Administrative Agent’s Clawback	27
2.10	Sharing of Payments by Lenders	28
ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY	29
3.01	Taxes	29
3.02	Illegality	34
3.03	Inability to Determine Rates	34
3.04	Increased Costs	35
3.05	Compensation for Losses	37
3.06	Mitigation Obligations; Replacement of Lenders	37
3.07	Survival	38
ARTICLE IV.	CONDITIONS PRECEDENT TO the closing date	38
4.01	Conditions to the Closing Date	38
ARTICLE V.	REPRESENTATIONS AND WARRANTIES	41
5.01	Organization	41
5.02	Authorization; No Contravention	42
5.03	Governmental Authorization; Other Consents	42
5.04	Binding Effect	43
5.05	ERISA	43
5.06	Taxes	43
5.07	Business	43
5.08	Collateral	44
5.09	No Default	44
5.10	Margin Regulations; Investment Company Act	44


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Section		Page
5.11	[Reserved]	44
5.12	[Reserved]	44
5.13	Litigation	44
5.14	Disclosure	44
5.15	Tax Status	45
5.16	Capital Structure	45
5.17	Compliance with Law	45
5.18	No Other Bank Accounts	45
5.19	Projections	45
5.20	Solvency	46
5.21	OFAC	46
5.22	Anti-Corruption Laws	46
5.23	Environmental Compliance	46
5.24	Regulatory Matters	46
5.25	Tax Equity Representations; Eligibility Representations	47
ARTICLE VI.	AFFIRMATIVE COVENANTS	47
6.01	Use of Proceeds	47
6.02	Notices	47
6.03	Portfolio Reports; Financial Statements	48
6.04	Reports; Other Information	50
6.05	Existence, Conduct of Business	52
6.06	Books, Records, Access	52
6.07	Preservation of Rights; Further Assurance	53
6.08	[Reserved.]	54
6.09	Taxes and Other Government Charges	54
6.10	Compliance With Laws; Instruments, Etc	54
6.11	Actual Net Cash Flows	54
6.12	Compliance with Sanctioned Persons Laws and Anti-Corruption Laws	55
6.13	Separateness Provisions; Required Provisions in LLC Agreement	55
6.14	[Reserved.]	55
6.15	Maintenance of Materials	56
6.16	Transition Manager	56
6.17	Corrective Payments	56
ARTICLE VII.	NEGATIVE COVENANTS	57
7.01	Limitations on Liens	57
7.02	Debt	57
7.03	Sale or Lease of Assets	57
7.04	Changes	58
7.05	Distributions	58


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Section		Page
7.06	Investments	58
7.07	Use of Proceeds	58
7.08	Fundamental Changes	58
7.09	Amendments; Other Agreements	58
7.10	Name and Location; Fiscal Year	59
7.11	Assignment	59
7.12	ERISA	59
7.13	Accounts	60
7.14	Transactions with Affiliates	60
7.15	Limitation on Dividends and Other Payment Restrictions Affecting Certain Subsidiaries	60
7.16	Hedging Agreement	60
7.17	Operations and Maintenance	60
7.18	Sanctions	60
7.19	Anti-Corruption Laws	60
ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES	60
8.01	Events of Default	60
8.02	Remedies Upon Event of Default	62
8.03	Application of Funds	63
ARTICLE IX.	ADMINISTRATIVE AGENT	64
9.01	Appointment and Authority	64
9.02	Rights as a Lender	64
9.03	Exculpatory Provisions	64
9.04	Reliance by Administrative Agent	65
9.05	Delegation of Duties	65
9.06	Resignation of Administrative Agent	66
9.07	Non-Reliance on Administrative Agent and Other Lenders	67
9.08	No Other Duties, Etc	67
9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	67
9.10	Collateral and Guaranty Matters	68
9.11	Exercise of Discretion	69
ARTICLE X.	MISCELLANEOUS	70
10.01	Amendments, Etc	70
10.02	Notices; Effectiveness; Electronic Communication	71
10.03	No Waiver; Cumulative Remedies; Enforcement	73
10.04	Expenses; Damage Waiver	73
10.05	Payments Set Aside	76
10.06	Successors and Assigns	76
10.07	Treatment of Certain Information; Confidentiality	80


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Section		Page
10.08	Right of Setoff	81
10.09	Interest Rate Limitation	81
10.10	Counterparts; Integration; Effectiveness	81
10.11	Survival of Representations and Warranties	82
10.12	Severability	82
10.13	Replacement of Lenders	82
10.14	Governing Law; Jurisdiction; Etc	83
10.15	Waiver of Jury Trial	84
10.16	No Advisory or Fiduciary Responsibility	84
10.17	Electronic Execution of Assignments and Certain Other Documents	85
10.18	USA PATRIOT Act	85
10.19	ENTIRE AGREEMENT	85
ARTICLE XI.	limited GUARANTY	86
11.01	The Guarantee	86
11.02	Obligations Unconditional	86
11.03	Reinstatement	87
11.04	Subrogation; Subordination	87
11.05	Remedies	87
11.06	Instrument for the Payment of Money	88
11.07	Continuing Guarantee	88
11.08	General Limitation on Guarantee Obligations	88
11.09	Release of Guarantor	88
11.10	Representations and Warranties	88
ARTICLE XII.	ACCOUNTS; APPLICATION OF FUNDS	89
12.01	Accounts; Application of Funds in Accounts	89


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SCHEDULES
1.01(a)	Knowledge Persons
2.01	Commitments and Applicable Percentages
4.01(n)	Consents
6.13	Separateness Provisions
10.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS
A	Form of Loan Notice
B	Form of Note
C-1	Assignment and Assumption
C-2	Administrative Questionnaire
D	Opinion Matters
E	Form of U.S. Tax Compliance Certificates
F	Advance Models

APPENDICES

1	Eligibility Representations
2	Tax Equity Structures, Partnerships, Lessor Partnerships, Subject Funds, Managing Members, Funded Subsidiaries, Lessees, Cash Sweep Designations and Investors
3	Project Documents
4	System Information
5	Tax Equity Representations
6	Approved Manufacturers
7	[Reserved]
8	Tax Equity Structure Characteristics


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CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of March 31, 2015, among SHORTFIN SOLAR, LLC, a Delaware limited liability company (the “ Borrower ”), SOLARCITY CORPORATION, a Delaware corporation solely in its capacity as a limited guarantor (the “ Limited Guarantor ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “ Administrative Agent ”), as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ” and together with the Administrative Agent, the “ Agents ”), and as a Lender.

WHEREAS, the Borrower has requested that the Lenders make loans to the Borrower to monetize certain of the future distributions to be received by the Borrower from its subsidiaries in connection with Subject Funds, and the Lenders are willing to make such loans on the terms and conditions set forth herein.

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

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement (including in the preliminary statements hereto), the following terms shall have the meanings set forth below:

“ Accounts ” has the meaning specified in the CADA.

“ Actual Net Cash Flow ” means the actual amount of all Distributions of Ongoing Revenue paid to the Borrower Subsidiary Parties, which amounts shall be paid directly from the Borrower Subsidiary Parties to the Borrower.

“ Administrative Agent ” has the meaning specified in the introductory paragraph hereto.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit C-2 or any other form approved by the Administrative Agent.

“ Advance Models ” means the financial models attached hereto as Exhibit F .

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agency Fee Letter ” means the letter agreement, dated as of the date hereof, among the Borrower, the Administrative Agent and the Collateral Agent.

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“ Agent Party ” has the meaning specified in Section 10.02(c) .

“ Agents ” has the meaning specified in the introductory paragraph hereto.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” has the meaning specified in the introductory paragraph hereto.

“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means 3.50% per annum.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ” means Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole bookrunner.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit C-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Bankruptcy Code ” means Title 11, United States Code.

“ Bankruptcy Event ” shall be deemed to have occurred with respect to any Person, if (a) such Person shall institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Law or shall consent to the institution of an involuntary case thereunder against it;

Shortfin Credit Agreement

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(b) such Person shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other applicable federal, State or other applicable Law, or shall consent thereto; (c) such Person shall apply for, or by consent there shall be an appointment of, a custodian, conservator, rehabilitator, receiver, liquidator, sequestrator, trustee or other officer with similar powers for itself or any substantial part of its assets; (d) such Person shall make an assignment for the benefit of creditors; (e) such Person shall become unable or admit in writing its inability to pay its debts generally as they become due; (f) if an involuntary case shall be commenced seeking the liquidation or reorganization of such Person under the Bankruptcy Law or any similar proceeding shall be commenced against such Person under any other applicable federal, State or other applicable Law and (i) the petition commencing the involuntary case is not timely controverted; (ii) the petition commencing the involuntary case is not dismissed within 60 days of its filing; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of such Person and such appointment is not vacated within 60 days; or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, conservator, rehabilitator, receiver, liquidator, sequestrator, trustee or other officer having similar powers of such Person or of all or a part of its property, shall have been entered; (g) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or (h) any other similar relief shall be granted against such Person under any federal, State or other applicable Law.

“ Bankruptcy Law ” means the Bankruptcy Code and any other state or federal insolvency, liquidation, conservatorship, rearrangement, receivership, assignment for the benefit of creditors, reorganization, moratorium or similar Law for the relief of debtors.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%, and if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 6.04 .

“ Borrower’s Knowledge ” means the actual knowledge of (a) any Responsible Officer of the Borrower or (b) any Person set forth on Schedule 1.01(a) (but only with respect to matters relating to the Subject Fund(s) corresponding to such Person) or any Person who assumes the

Shortfin Credit Agreement

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responsibility of a Person set forth on Schedule 1.01(a) with respect to a corresponding Subject Fund, of (x) a fact, condition or circumstance or (y) a fact, condition or circumstance that would cause a reasonably prudent person to conduct further inquiry.

“ Borrower Subsidiary Party ” means each of (a) [***] , (b) [***] , (c) [***] , (d) [***] , and (e) [***] .

“ Borrowing ” means a borrowing hereunder, consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, and made by each of the Lenders pursuant to Section 2.01 .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, “Business Day” means any such day that is also a London Banking Day.

“ CADA ” means the Collateral Agency and Depositary Agreement, dated as of the date hereof, among the Borrower, the Collateral Agent, the Depositary, each Borrower Subsidiary Party thereto and the Lenders, solely for the purposes of Section 2.1 and Article VII thereof.

“ Capital Lease Obligations ” of any Person means 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 the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Cash Sweep Fund ” means a Subject Fund whose Project Documents reduce, limit, suspend or otherwise restrict distributions to the Managing Member following the occurrence of certain events enumerated in such Project Documents, including (a) the failure to achieve a target internal rate of return by the projected flip date, (b) certain indemnity claims, and (c) non-payment of such indemnity claims by the applicable Subject Fund guarantor, as reasonably determined by the Administrative Agent in consultation with the Borrower and the Lenders. Each Cash Sweep Fund is listed on Appendix 2 .

“ Change in Law ” means 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, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) 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.

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A “ Change in Control ” shall be deemed to have occurred if:

(a) SolarCity (or any successor entity thereto) shall cease to directly or indirectly own, beneficially and of record, 100% of the issued and outstanding equity interests in Member;

(b) Member shall cease to directly own, beneficially and of record, 100% of the issued and outstanding equity interests in the Borrower;

(c) the Borrower shall cease to directly own, beneficially and of record, 100% of the issued and outstanding equity interests in each Borrower Subsidiary Party or other Funded Subsidiary other than a Partnership or Lessor Partnership; or

(d) a Partnership Managing Member or Lessor Managing Member shall cease to own 100% of the Equity Interests owned by it as of the Closing Date;

provided , that any disposition that would otherwise be a Change in Control that (x) complies with the terms of Section 7.03 or (y) for purposes of clause (d) , is a transfer of less than 1% of such Equity Interests required by the applicable Project Document, shall not be deemed to be a Change in Control. For avoidance of doubt, interests issued to an Independent Member are not considered “equity interests”.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means, with respect to a Collateral Document, all property which is subject or is intended or required to become subject to the security interests or Liens granted by such Collateral Document.

“ Collateral Agent ” has the meaning specified in the introductory paragraph hereto.

“ Collateral Documents ” means the CADA, the Member Pledge, the Security Agreement, each control agreement and any other security documents, financing statements and other documentation filed or recorded in connection with the foregoing.

“ Commercial Systems ” means any System in respect of which the Host Customer is a commercial Host Customer.

“ Commitment ” means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 (which shall set forth each Lender’s Commitment as of the Closing Date) or in an Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Completion Deadline ” has the meaning specified in Section 7.09(a) .

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“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Correction Payment ” has the meaning given in Section 6.17(a) .

“ Current System ” refers to a System owned by a Subject Fund as of the Closing Date for which a Notice of Loan is being delivered to the Administrative Agent.

“ Customer Agreement ” means a long term power purchase agreement or lease agreement entered into with a Host Customer relating to a System subject to a Subject Fund.

“ Customer Payments ” means all payments made by the Host Customers in accordance with its Customer Agreement.

“ Debt ” of any Person at any date means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (f) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Debt of others, (h) all Capital Lease Obligations of such Person, (i) all Synthetic Lease Obligations of such Person, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account party in respect of letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (l) net obligations of such Person under any Hedging Agreement and (m) all obligations of such Person in respect of bankers’ acceptances. For all purposes hereof, the Debt of any Person shall include the Debt of any partnership in which such Person is a general partner, unless such Debt is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedging Termination Value thereof

Shortfin Credit Agreement

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as of such date. The amount of any Capital Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Default ” means any occurrence, circumstance or event or any combination thereof, that with the giving of any notice, the passage of time, or both, would constitute an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate plus (c) 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.

“ Defaulted System ” means any System (a) that has not been in service for 180 days or more (subject to force majeure exceptions), (b) where (i) the related Host Customer is more than 120 days past due on any portion of a contractual payment due under the related Customer Agreement and (ii) the related Customer Agreement has not been brought current or the related PV System has not been removed and re-deployed and/or the related Customer Agreement reassigned (or a replacement Customer Agreement executed) within 240 days after the end of such 120-day period or (c) with respect to which a Host Customer has failed to make a transfer payment or buy-out payment that is due and payable under a Customer Agreement.

“ Depositary ” means Bank of America, N.A.

“ Depositary Fee Letter ” means the letter agreement, dated as of the date hereof, among the Borrower, the Depositary and the Securities Intermediary.

“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Discharge Date ” means the date when the outstanding Obligations have been paid in full in cash, all Commitments have been terminated and each of the Loan Documents entered into by the Loan Parties has been terminated or novated such that none of the Loan Parties continues to have any obligations thereunder. For the purpose of this definition, indemnification or similar obligations that by their terms survive the payment of the Obligations and for which no claim is pending as of the date of payment shall not constitute “Obligations” under the Loan Documents.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Distributions of Ongoing Revenue ” means all distributions paid or payable to any Borrower Subsidiary Party on account of its interest in a Subject Fund, other than distributions of amounts contributed by a partnership that received capital contributions from one or more Investors and the managing member of such partnership in connection with the purchase (or contribution) of PV Systems or from any Rent Prepayment.

Shortfin Credit Agreement

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“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Eligibility Representations ” means the representations and warranties set forth in Appendix 1 .

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Environmental Claim ” means any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, notices of noncompliance or violation, investigations, proceedings, removal or remedial actions or orders, or damages, penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, relating in any way to any Environmental Law or any Permit issued under any such Environmental Law (hereafter “ Hazard Claims ”), including (a) any and all Hazard Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Hazard Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the Release of Hazardous Substances or arising from injury to health, safety or the environment.

“ Environmental Law ” means any and all federal, State, regional and local statutes, Laws (including common law), regulations, ordinances, judgments, orders, codes or injunctions pertaining to the environment, human health or safety, or natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.) (“ CERCLA ”), and the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), and the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. §§ 703 et seq.), the Bald Eagle Protection Act (16 U.S.C. §§ 668 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), and any similar or analogous state and local statutes or regulations promulgated thereunder, and decisional law of any Governmental Authority, as each of the foregoing may be amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Laws” relates.

“ Equity Contributions ” has the meaning given in the CADA.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant, commitment, preemptive rights or agreements of any kind

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(including any members’ or voting agreements) entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ Eurodollar Illegality Event ” has the meaning specified in Section 3.02 .

“ Eurodollar Rate ” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with

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market practice; provided, further , that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) , (a)(iii) or (c) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (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 and any agreements entered into pursuant to Section 1471 (b) (1) of the Code.

“ Federal Funds Rate ” means, 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 arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

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“ Fee Letters ” means each of (a) the Agency Fee Letter, (b) the Structuring Fee Letter and (c) the Depositary Fee Letter.

“ FERC ” means the Federal Energy Regulatory Commission of the United States.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ Funded Subsidiary ” means those Subsidiaries of the Borrower associated with a Subject Fund and listed on Appendix 2 .

“ Funded System ” refers to any System against which a Loan has been advanced in accordance with the terms of this Agreement.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any zoning authority, the FERC, the relevant State public utility commissions, and any supranational bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other

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financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guaranteed Obligations ” has the meaning given in Section 11.01 .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants (including crude oil or any fraction thereof), including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedging Agreement ” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“ Hedge Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“ Host Customer ” means a customer under a Customer Agreement relating to any System subject to a Subject Fund.

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“ Impacted Loans ” has the meaning specified in Section 3.03(a) .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ” has the meaning specified in Section 10.04(b) .

“ Independent Member ” means an individual who has not been at any time during the five years preceding such initial designation: (a) a direct or indirect owner of any equity interest in, or member (with the exception of serving as the Independent Member), officer, employee, director, manager or contractor, bankruptcy trustee, attorney or counsel of, the Borrower or any of its respective Affiliates; (b) a creditor, customer, supplier (other than a supplier of registered agent or registered office services), or other Person who derives any of its purchases or revenues from its business activities with the Borrower or any of its respective Affiliates (other than any fee paid for its services as Independent Member); (iii) an Affiliate of the Borrower excluded from serving as Independent Member under clause (a) or (b) of this definition; (d) a member of the immediate family by blood or marriage of any Person excluded from being an Independent Member under clause (a) or (b) of this definition; or (e) a Person who received, or a member or employee of a firm or business that received, fees or other income from the Borrower or any of its Affiliates in the aggregate in excess of five percent (5%) of the gross income, for any applicable year, of such Person; provided, however, that notwithstanding the foregoing, for the purposes of clause (a) , an equity interest shall be deemed to exclude de minimis or otherwise immaterial holdings of equity interests of an Affiliate of the Borrower which are traded on public stock exchanges. The initial Independent Member is Jennifer A. Schwartz.

“ Information ” has the meaning specified in Section 10.07 .

“ Inspected Systems ” means any Residential System or Commercial System for which SolarWorks classifies the related System to be past the point of the “Inspection Passed” as defined by SolarCity’s PV System Lifecycle Policy.

“ Insurance Sweep Event ” means (a) any insurance policy required to be procured or maintained in respect of the Systems owned by a Subject Fund under the applicable Project Documents shall fail to be in full force and effect and (b) the Subject Fund is not otherwise insured under an insurance policy purchased by the Administrative Agent on the behalf of the Borrower for the purpose of replacing an insurance policy described in clause (a) .

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“ Interest Period ” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate

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Loan and ending on the date one, two or three months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“ Interest Reserve Account ” has the meaning given in the CADA.

“ Interest Reserve Required Balance ” has the meaning given in the CADA.

“ Investor ” means tax equity investors or affiliates thereof who invest cash through a Tax Equity Structure. Each Investor is listed on Appendix 2 .

“ IRS ” means the United States Internal Revenue Service.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Legal Requirements ” means, as to any Person, the articles of incorporation, bylaws or other organizational or governing documents of such Person, and any Law, treaty, rule or regulation including any Law, any requirement or obligation under a Permit, and any determination of any Governmental Authority in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

“ Lender ” has the meaning specified in the introductory paragraph hereto.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

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“ Lessee ” means an Investor (or a partnership in which the Investor or a subsidiary of the Investor is a member), that leases a specific, segregated pool of PV Systems from a Lessor Partnership. Each Lessee is listed on Appendix 2 .

“ Lessor Managing Member ” means a bankruptcy-remote special purpose vehicle and wholly-owned subsidiary of the Borrower that is the managing member of, and owns a direct Equity Interest in, a Lessor Partnership. Each Lessor Managing Member is listed on Appendix 2 .

“ Lessor Partnership ” means a bankruptcy-remote special purpose vehicle, that (a) is member managed by a Lessor Managing Member, (b) the other members of which are one or more Investors (or a partnership in which one or more Investors or a subsidiary of one or more Investors is a member) and (c) owns a specific, segregated pool of PV Systems and is party to each related Customer Agreement. Each Lessor Partnership is listed on Appendix 2 .

“ LIBOR ” has the meaning specified in the definition of Eurodollar Rate.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Limited Guarantor ” has the meaning specified in the introductory paragraph.

“ Limited Guaranty ” has the meaning specified in Section 11.01 .

“ LLC Agreements ” means the Limited Liability Company Agreement of the Borrower, dated as of March 31, 2015, and the limited liability company agreements of each Managing Member.

“ Loan ” has the meaning specified in Section 2.01 .

“ Loan Documents ” means this Agreement, each Note (if any), the Collateral Documents and the Fee Letters.

“ Loan Notice ” means a notice of (a) the initial Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Loan Parties ” means the Member and the Borrower.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

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“ [***] Tax Equity Required Consent ” means the Tax Equity Required Consent in respect of [***] listed on Schedule 4.01(n) , in form and substance satisfactory to the Administrative Agent.

“ Managing Member ” means (a) with respect to each Partnership Flip Structure, a Partnership Managing Member and (b) with respect to each Partnership Lease Pass Through Structure, a Lessor Managing Member.

“ Market Disruption Event ” has the meaning specified in Section 3.03 .

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, financial condition, assets, liabilities or properties of the Borrower and the Borrower Subsidiary Parties, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the legality, validity or enforceability of any of the Loan Documents or on the rights and remedies available to the Lenders or the Collateral Agent under any Loan Document.

“ Maturity Date ” means September 30, 2015.

“ Member ” means [***], a Delaware limited liability company.

“ Member Pledge ” means the Member Pledge and Security Agreement, dated as of the date hereof, between the Member and the Collateral Agent.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Bankruptcy Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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

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“ OFAC List ” means any list of persons, entities, and governments issued by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on the date hereof, or any similar list issued by OFAC.

“ OFAC Violation ” has the meaning specified in Section 6.12(b) .

“ Operative Documents ” means the Loan Documents, the LLC Agreements and the Project Documents.

“ Organizational Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).

“ Participant ” has the meaning specified in Section 10.06(d) .

“ Participant Register ” has the meaning specified in Section 10.06(d) .

“ Partnership ” means a limited liability company owned by one or more Investors and a Partnership Managing Member and that owns a specific pool of PV Systems, is party to each related Customer Agreement and is entitled to receive the payments to be made by each Host Customer under each such Customer Agreement. Each Partnership is listed on Appendix 2 .

“ Partnership Flip Structure ” means a tax equity structure that conforms to the characteristics set forth in Part I of Appendix 8 . Each Subject Fund that is structured as a Partnership Flip Structure is listed on Appendix 2 .

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“ Partnership Managing Member ” means a bankruptcy-remote special purpose vehicle and wholly-owned subsidiary of the Borrower that is the managing member of, and owns a direct Equity Interest in, the Partnership in a Partnership Flip Structure. Each Partnership Managing Member is listed on Appendix 2 .

“ Partnership Lease Pass Through Structure ” means a tax equity structure that conforms to the characteristics set forth in Part II of Appendix 8 . Each Subject Fund that is structured as a Partnership Lease Pass Through Structure is listed on Appendix 2 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ PBI ” has the meaning specified in Appendix 1 .

“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ Performance Based Incentive Agreement ” has the meaning specified in Appendix 1 .

“ Permit ” means any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority.

“ Permitted Liens ” means (a) Liens of materialmen, mechanics, workers, repairmen or employees arising in the ordinary course of business; (b) Liens imposed by any Governmental Authority for Taxes not yet due or being contested in good faith and by appropriate proceedings and in respect of which appropriate reserves acceptable to the Administrative Agent have been established in accordance with GAAP; (c) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which appropriate reserves have been established in accordance with GAAP, bonds or other security have been provided or are fully covered by insurance, in each case, as acceptable to the Administrative Agent; (d) Liens created under the Loan Documents; (e) Liens permitted under the applicable Project Documents; (f) Liens of Host Customers under Customer Agreements; and (g) encumbrances consisting of zoning restrictions, licenses, restrictions on use of property or imperfections in title relating to a System that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on the Funded Systems.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Placed-In-Service ” means for a Current System, the definition of “Placed In Service” or “Placed-In-Service”, as applicable, given in the applicable Project Documents of the applicable Subject Fund.

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or

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any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.04 .

“ Project Documents ” means those documents of a Subject Fund listed on Appendix 3 , as may be updated from time to time.

“ PTO ” has the meaning set forth in the definition of “PTO Systems”.

“ PTO Systems ” any Residential System or Commercial System for which SolarWorks classifies the related System to be at or past the point of the “Permitted to Operate (“ PTO ”) Stage” as defined by SolarCity’s PV System Lifecycle Policy.

“ Public Lender ” has the meaning specified in Section 6.04 .

“ PV System ” means a photovoltaic system, including photovoltaic panels, racks, wiring and other electrical devices, conduit, weatherproof housings, hardware, one or more inverters, remote monitoring equipment, connectors, meters, disconnects, over current devices and battery storage.

“ Recipient ” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“ Register ” has the meaning specified in Section 10.06(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substances.

“ Relevant Member Action ” means, with respect to any matter relating to a Subject Fund with respect to which the Organizational Documents of such Subject Fund (or any other contract, agreement, or instrument) grant voting, approval or consent rights to the related Managing Member, or otherwise provide the Managing Member with the ability to cause such Subject Fund to take, or restrict such Subject Fund from taking, any action, the exercise by the Borrower, in its capacity as sole member of the related Managing Member, of such voting, approval, consent or other rights; provided that for purposes of Article VI, if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall be deemed to have been taken; provided further, that for purposes of Article VII , if any voting, approval, or consent is required to be taken pursuant to the Organizational Documents of such Subject Fund, the applicable Managing Member’s fiduciary duties (to the extent applicable given any elections set forth in such Organizational Documents)

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or as otherwise required by applicable Laws, the “Relevant Member Action” shall not be deemed to have been taken.

“ Rent Prepayment ” means any prepayment of rent to the Lessor Partnership in a Partnership Lease Pass Through Structure.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Required Lenders ” means, at any time, Lenders having Commitments representing more than 50% of the Aggregate Commitments.

“ Required LLC Provisions ” has the meaning given in Section 6.13(b) .

“ Residential Systems ” means any System located on residential property.

“ Resignation Effective Date ” has the meaning given in Section 9.06(a) .

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(e)(i) , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower.

“ Revenue Account ” has the meaning given in the CADA.

“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Parties ” means the Agents, the Lenders and the Depositary.

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“ Security Agreement ” means the Security Agreement, dated as of the date hereof, between the Borrower and the Collateral Agent.

“ SolarCity ” means SolarCity Corporation, a Delaware corporation.

“ SolarWorks ” means SolarWorks®, SolarCity’s proprietary project management software.

“ SREC ” means the definition “SRECs”, “RECs” or “Renewable Energy Credits”, as applicable, given in the applicable Project Documents of the applicable Subject Fund, but in any event, includes credits, credit certificates, green tags or similar environmental or green energy attributes (such as those for greenhouse gas reduction or the generation of green power or renewable energy) created by a Governmental Authority of any State or local jurisdiction and/or independent certification board or group generally recognized in the electric power generation industry, and generated by or associated with any System or electricity produced therefrom.

“ Structuring Fee Letter ” means the letter agreement, dated as of the date hereof, among the Borrower and the Lender.

“ Subject Fund ” means (a) for each Partnership Flip Structure, the Partnership and (b) for each Partnership Lease Pass Through Structure, the Lessor Partnership. Each Subject Fund is listed on Appendix 2 hereto; provided, however, that [***] shall no longer be considered a “Subject Fund” if the Borrower has sold, transferred or otherwise disposed of the Equity Interests of [***] in accordance with Section 7.03(d) .

“ Subsidiary ” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“ Synthetic Lease Obligation ” means the monetary obligations of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy or such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ System ” means (a) a PV System, (b) the applicable Customer Agreement related to such System and (c) all other related rights applicable thereto.

“ System Information ” means the information listed on Appendix 4 .

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“ Tax Equity Model ” means for each Subject Fund, the financial model delivered to the Administrative Agent as of the Closing Date, as agreed upon by the respective Investor and Managing Member with respect to a Subject Fund.

“ Tax Equity Representations ” means the representations and warranties in Appendix 5 .

“ Tax Equity Required Consent ” means, with respect to a Subject Fund, a consent executed by the Investor in such Subject Fund and each other party thereto, in form and substance acceptable to the Administrative Agent. Each Tax Equity Required Consent is listed on Schedule 4.01(n) .

“ Tax Equity Structure ” means a Partnership Flip Structure or an Partnership Lease Pass Through Structure.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ True-Up Report ” means that report delivered by SolarCity or the applicable Lessor Partnership pursuant to the terms of the applicable Project Document of the applicable Subject Fund.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ UCC ” means the Uniform Commercial Code of the jurisdiction the law of which governs the document in which such term is used or which governs the creation or perfection of the Liens granted thereunder.

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

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to

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such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing any audited financial statements required to be delivered hereunder, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other

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documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day; Rates . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.

ARTICLE II. the COMMITMENTS and Credit LOANS

2.01 Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans denominated in Dollars (each such loan, a “ Loan ”) to the Borrower on the Closing Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowing, Conversions and Continuations of Loans .

(a) The initial Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Except as set forth in Section 4.01(p) , each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of the Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of the Borrowing of or conversion to Base Rate Loans. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting the Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the

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Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of the initial Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Closing Date. Upon satisfaction of the applicable conditions set forth in Section 4.01 , the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to the Loans, all conversions of the Loans from one Type to the other, and all continuations of the Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Loans.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

2.03 Prepayments .

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(a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (ii) on the date of prepayment of Base Rate Loans; and (b) any prepayment of Loans of either Type shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Upon receipt of any Equity Contributions under Section 6.17 , the Borrower shall cause the proceeds of such Equity Contributions to be applied as a prepayment of outstanding principal of the Loans in an amount not less than the amount of applicable Correction Payment.

(c) Any prepayments of Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 , as applicable.

2.04 Repayment of Loans . The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

2.05 Interest .

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Bankruptcy Law.

2.06 Fees .

(a) The Borrower shall pay to the Arranger, the Collateral Agent and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(b) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.07 Computation of Interest and Fees .

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 360 and actual days elapsed. All other computations of fees and interest shall also be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.08 Evidence of Debt . The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the

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Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.09 Payments Generally; Administrative Agent’s Clawback .

(a) General . All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Loans set forth in Section 4.01 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make the Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.04(c) .

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.10 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof in accordance with its Applicable Percentage, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 2.10 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to a Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.10 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .

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(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower . Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days after demand therefor, for the full

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amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 20 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 20 days after demand therefor, ( x ) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), ( y ) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and ( z ) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) .

(d) Evidence of Payments . As soon as practicable after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed

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documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such

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Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds . Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(g) Survival . Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality . If any Lender determines that any Change in Law or introduction of any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Eurodollar Rate Loan or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the legal authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market (each, an “ Eurodollar Illegality Event ”), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any Eurodollar Rate Loan or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on

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which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent in consultation with the Required Lenders without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest at the Base Rate based upon the Eurodollar Rate component of the Base Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, pursuant to Section 3.05(c) .

3.03 Inability to Determine Rates . If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Required Lenders determine that (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) (i) above, “ Impacted Loans ”), or (b) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (each a “ Market Disruption Event ”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for the Borrowing of or conversion to Base Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Required Lenders have made the determination described in clause (a)(i) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted

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Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (2) any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

3.04 Increased Costs .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) ;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, such additional

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amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans . The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “ Eurocurrency liabilities ”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan; provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05 Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13 ;

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including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . Each Lender may make any Loans to the Borrower through any Lending Office; provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04 , or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Borrower may replace such Lender in accordance with Section 10.13 .

3.07 Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV. CONDITIONS PRECEDENT TO the closing date

4.01 Conditions to the Closing Date . The obligation of each Lender to make Loans on the Closing Date and the effectiveness of this Agreement are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent

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and each of the Lenders (unless waived pursuant to Section 10.01(a) ) on or prior to the Closing Date:

(a) Delivery to the Agents of each of the following Loan Documents, each duly executed and delivered by the parties thereto:

(i) this Agreement;

(ii) the CADA;

(iii) the Member Pledge;

(iv) the Security Agreement;

(v) the Fee Letters; and

(vi) the Notes (if requested by a Lender).

(b) Delivery to the Agents of the LLC Agreements (amended and restated to comply with the provisions of this Agreement, as necessary).

(c) Each representation and warranty of the Borrower and each other Loan Party contained in Article V or any other Loan Document is true and correct in all material respects as of the Closing Date, other than those representations and warranties that are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date, (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date.

(d) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement or the other Loan Documents (including the Borrowing of the Loan or the application of the proceeds therefrom) on the Closing Date that would constitute a Default or an Event of Default under this Agreement or would result from the Borrowing of the Loan or from the application of the proceeds therefrom.

(e) Delivery to the Administrative Agent and each Lender of the following:

(i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party and the Limited Guarantor, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Person, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Person;

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(ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party (and in the case of the Borrower, for each Borrower Subsidiary Party) in each Loan Document to which it is a party being true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, (C) the absence of any material breach by any Funded Subsidiary of any Project Documents to which it is a party, (D) the absence of a Bankruptcy Event with respect to each of SolarCity, each Loan Party and each Funded Subsidiary, and (E) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof;

(iii) an opinion, dated as of the Closing Date, of Wilson Sonsini Goodrich & Rosati, counsel to the Loan Parties and SolarCity, as to the matters set forth in Exhibit D and otherwise in form and substance reasonably acceptable to the Agents and each Lender; and

(iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender.

(f) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions.

(g) The Administrative Agent and the Collateral Agent shall have received (i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (ii) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist on the Collateral other than Permitted Liens of the type set forth in clauses (b) , (c) or (d) of the definition thereof and (iii) copies of tax lien, judgment and bankruptcy searches in such jurisdictions.

(h) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Collateral Documents. Each Loan Party shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower and each Managing Member along with blank transfer powers and proxies.

(i) All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Loan

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Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 4.01 , shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion).

(j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents and the Lenders to identify the Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder).

(k) All Accounts required to be open as of the Closing Date under the CADA shall have been opened, and the Interest Reserve Account shall be fully funded in accordance with the terms of the CADA.

(l) The expenses incurred and invoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.04(a) .

(m) The Borrower shall have delivered its most recently available unaudited financial statements of the Borrower, each Borrower Subsidiary Party, each Subject Fund and the Limited Guarantor (with respect to the Limited Guarantor only, to the extent not otherwise publicly available) in form and substance satisfactory to the Administrative Agent in its sole discretion.

(n) The Borrower shall have obtained all material approvals (to the extent required to have been obtained by such time) and all material consents of any Persons or modifications to Project Documents or Organizational Documents of any Subject Fund (including any Tax Equity Required Consent), in each case that are necessary for its entry into the Loan Documents to which it is a party and implementation of the transactions contemplated in the Loan Documents, each of which is listed on Schedule 4.01(n) , except the [***] Tax Equity Required Consent. Each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent.

(o) The Administrative Agent shall have received the Tax Equity Model for each Subject Fund.

(p) The Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a) no later than 9:00 a.m. on the Closing Date and Advance Models that are each reviewed, accepted and approved by the Administrative Agent.

(q) To the Borrower’s Knowledge, no event or circumstance exists that could reasonably be expected to result in a Material Adverse Effect.

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(r) To the extent not previously delivered to the Administrative Agent, for the benefit of each Lender, delivery (which delivery shall be made electronically by making such material available in an online dataroom) of true, correct and complete copies of (i) each Project Document in respect of each Subject Fund and all other transaction documents (if any) in respect of each Subject Fund, (ii) each Customer Agreement for each Current System, (iii) the System Information for each Current System and (iv) any other data, documentation, analysis or report reasonably requested by the Administrative Agent with respect to such Systems or the associated Host Customers and commercially available to the Borrower, in each case with respect to a Current System and, as reasonably requested by any Lender for informational purposes only, to the extent not otherwise publicly available and in possession of the Borrower or its Affiliates, the Borrower has delivered to such Lender financial statements and/or credit reports with respect to a Current System with a commercial Host Customer that does not have a publicly available rating from a recognized national rating agency that was current as of the date that the Customer Agreement corresponding to such Current System was executed.

(s) Each Current System (i) shall be a System subject to a Subject Fund, (ii) is a (x) PTO System or (y) if any Inspected System, shall have been funded by the applicable Investor to the extent then required pursuant to the applicable Project Document.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

The Borrower represents to each Agent and the Lenders as of the date such representations are given, including the date of each Loan Notice:

5.01 Organization .

(a) Each Loan Party and Borrower Subsidiary Party (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite government licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii) , to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b) The only holder of Equity Interests in the Borrower is the Member and (i) there are no outstanding Equity Interests with respect to the Borrower and (ii) there are no outstanding obligations of the Borrower to repurchase, redeem, or otherwise acquire any membership or other equity interests in the Borrower or to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Borrower. The Borrower is authorized to issue and has issued only one class of membership interests.

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(c) The only holder of Equity Interests in each Managing Member is the Borrower and (i) there are no outstanding Equity Interests with respect to any Managing Member and (ii) there are no outstanding obligations of any Managing Member to repurchase, redeem, or otherwise acquire any membership or other equity interests in such Managing Member or to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of such Managing Member. Each Managing Member is authorized to issue and has issued only one class of membership interests, excluding any membership interests issued for the purpose of having an Independent Member. The Borrower has no assets other than the Equity Interests in each Managing Member.

5.02 Authorization; No Contravention . The execution, delivery and performance by each Loan Party and each Borrower Subsidiary Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any such Person’s Organizational Documents; (b) materially conflict with or result in any material breach or material contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under any Project Document to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries; (c) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under any Customer Agreement, in each case to the extent the foregoing would reasonably be expected to have a Material Adverse Effect; (d) conflict with or result in any breach or contravention of any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (e) violate any Law the effect of which would be both material and adverse to the Lenders.

5.03 Governmental Authorization; Other Consents . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party or Borrower Subsidiary Party of this Agreement or any other Loan Document, other than (i) approvals, consents, exemptions authorizations, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.

5.04 Binding Effect . This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivery by each Loan Party and Borrower Subsidiary Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party and Borrower Subsidiary Party, enforceable against each Loan Party and Borrower Subsidiary Party that is party thereto in accordance with its terms except as may be limited by applicable Bankruptcy Laws, insolvency, moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Loans Documents to which a Loan Party or a Borrower Subsidiary Party is a party has been amended or modified since the later to occur of (a) the Closing Date and (b) the

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immediately preceding date of a Loan Notice, except in accordance with this Agreement and as permitted under Section 10.01 .

5.05 ERISA . Neither the Borrower nor any ERISA Affiliate sponsors, maintains, administers, contributes to, participates in, or has any obligation to contribute to or any liability under, any Pension Plan. The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the Code. The Borrower does not have any employees. Without limiting the generality of the foregoing, there has been no and there is not reasonably expected to be any ERISA Event.

5.06 Taxes . Each Loan Party and Borrower Subsidiary Party has filed, or has caused to be filed with the appropriate tax authority, all federal, State and local tax returns that it is required to file and has paid or has caused to be paid all taxes it is required to pay to the extent due; provided , however , that any such Person may contest in good faith any such taxes and, in such event, may permit the taxes so contested to remain unpaid during any period, including appeals, when such Loan Party is in good faith contesting the same, so long as, to the extent the amount of all disputes being contested exceeds Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, (a) adequate reserves to the extent required by GAAP have been established to the satisfaction of the Administrative Agent; (b) enforcement of the contested tax is effectively stayed for the entire duration of such contest; and (c) any tax determined to be due, together with any interest or penalties thereon, is paid when due after resolution of such contest. There is no action, suit, proceeding, investigation, audit or claim now pending by a taxing authority regarding any taxes relating to the Loan Parties and Borrower Subsidiary Parties that could, if made, individually or in the aggregate have a Material Adverse Effect.

5.07 Business . The Borrower has not conducted any business other than acquisition, construction, installation, lease, ownership of, and sale of energy from, and the operation, management, maintenance and financing of, the Systems and activities related or incident thereto (including those contemplated by the Borrower’s Organizational Documents or the applicable Funded Subsidiary’s Organizational Documents). The Borrower does not have any outstanding Debt or other material liabilities, including liabilities for taxes or material commitments that would have been required to appear on the financial statements of the Borrower in accordance with GAAP applied on a consistent basis, had such financial statements been prepared as of the Closing Date. The Borrower is not a party to or bound by any material contract other than, the Operative Documents to which it is a party and this Agreement, the LLC Agreements, the other Loan Documents and any other agreement permitted by the forgoing.

5.08 Collateral . The security interests granted to the Collateral Agent pursuant to the relevant Collateral Documents in the Collateral (a) constitute as to personal property included in such Collateral and, with respect to subsequently acquired personal property included in such Collateral, will constitute, a first priority perfected security interest and Lien under each applicable UCC financing statement subject to no other Liens except Permitted Liens of the type set forth in clauses (b) , (c) or (d) of the definition thereof; and (b) are, and, with respect to such subsequently acquired property, will be, as to such Collateral perfected under each applicable UCC financing statement subject to no other Liens except Permitted Liens of the type set forth in clauses (b) , (c) or (d) of the definition thereof.

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5.09 No Default . No Loan Party or Borrower Subsidiary Party is in default under or with respect to any agreement, instrument or other undertaking that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.10 Margin Regulations; Investment Company Act .

(a) The Borrower is not engaged and will not engage, principally, or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Borrower, any Person Controlling the Borrower, the Member, or any Subsidiary of the Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.11 [Reserved].

5.12 [Reserved].

5.13 Litigation . There are no instituted, pending or, to the Borrower’s Knowledge, threatened actions, suits or proceedings of any kind, including actions, suits or proceedings by or before any Governmental Authority, against a Loan Party or Borrower Subsidiary Party or any business, property or rights of a Loan Party or Borrower Subsidiary Party (a) that pertain to this Agreement or any of the other Loan Documents or (b) that, if adversely determined against such Person, could, reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5.14 Disclosure . (a) The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Borrower Subsidiary Parties is subject, and all other matters specific to any such Person known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, (b) all written information that has been made available by the Loan Parties or their Affiliates to any Secured Party in connection with the transactions contemplated by this Agreement and the other Loan Documents (such information to be taken as a whole, including updated or supplemented information), or that has been furnished by the Loan Parties or their Affiliates to any third party in connection with the preparation and delivery by such third party of a report or certificate to any Secured Party, is complete and correct in all material respects, and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading under the circumstances in which they are made, and (c) to the Borrower’s Knowledge, each third party report or certificate furnished by or on behalf of the Borrower to any Secured Party, is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading under the circumstances in which they are made; provided, however, that in each case no representation or warranty is made with respect to projections, assumptions or

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other forward-looking statements provided by or on behalf of the Borrower with respect to any Advance Model other than as provided in Section 5.19 .

5.15 Tax Status . For United States federal and State income tax purposes (excluding Puerto Rico), each of the Borrower and the Borrower Subsidiary Parties (excluding [***]) will be treated as a disregarded entity of SolarCity. Neither the execution and delivery of the Loan Documents nor the consummation of any of the transactions contemplated by such Loan Documents will affect such status.

5.16 Capital Structure . The Equity Interests of Borrower and each Funded Subsidiary have been duly authorized and validly issued and, except as otherwise provided for in such Person’s operating agreement, are fully paid and non-assessable. Except as set forth in a Funded Subsidiary’s operating agreement, there is no existing option, warrant, call, right, commitment or other agreement to which any Funded Subsidiary is a party requiring, and there is no membership interest, partnership interest, or other Equity Interests of Borrower or a Funded Subsidiary outstanding which upon conversion or exchange would require, the issuance by such Person of any additional membership interests, partnership interests or other Equity Interests of such Person or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest, a partnership interest or other Equity Interest of such Person.

5.17 Compliance with Law . Each of the Borrower, each Funded Subsidiary and, solely with respect to Current Systems, SolarCity, has complied in all material respects with all applicable Legal Requirements, including federal, State and local consumer protection Laws.

5.18 No Other Bank Accounts . The Borrower and the Managing Members have no deposit or securities other than the Accounts.

5.19 Projections . The Borrower has disclosed to the Administrative Agent the assumptions upon which the Advance Models are based, and the projections in the Advance Models submitted to the Administrative Agent on or before the Closing Date (a) are based on good faith estimates and commercially reasonable assumptions as to all factual matters material thereto and (b) are generally consistent with the Project Documents, Tax Equity Models, and other adjustments as approved by the Administrative Agent; provided , however , that (i) none of the applicable Advance Models, nor the assumptions set forth therein are to be viewed as facts, (ii) actual results during the term of the Loans may differ from the applicable Advance Models, and that the differences may be material, and (iii) the Borrower believed in good faith that each of the Advance Models as of the Closing Date was reasonable and attainable.

5.20 Solvency . Immediately after the consummation of the transactions to occur on the Closing Date and immediately following the making conversion or continuation of each Loan, as applicable, and after giving effect to the application of the proceeds thereof, each Loan Party is solvent within the meaning given to such term under applicable Law relating to fraudulent transfers and conveyances, including that (a) the fair value of the assets of each Loan Party, at fair valuation, will exceed its respective debts and liabilities, subordinated, contingent or otherwise, (b) the present saleable value of the property of such Loan Party will be greater

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than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Loan Party has not incurred and does not intend to incur, nor does it believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

5.21 OFAC . None of the Borrower or any of its Subsidiaries or, to the Borrower’s Knowledge or the knowledge of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, (b) included in OFAC’s list of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction.

5.22 Anti-Corruption Laws . The Borrower and its Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws.

5.23 Environmental Compliance . To the Borrower’s Knowledge there is no: (a) past or existing material violation of any Environmental Law by any Person relating in any way to any Current System; (b) Environmental Claim pending or, to the Borrower’s Knowledge, threatened against any Current System, any Loan Party or any Funded Subsidiary; and (c) to the Borrower’s Knowledge, events, conditions or circumstances that would reasonably be expected to form a basis for an Environmental Claim against any Current System, any Loan Party or any Funded Subsidiary.

5.24 Regulatory Matters . As of the date title to a System was transferred to the applicable Funded Subsidiary, such System is a qualifying small power production facility pursuant to Section 292.203(a) of FERC’s regulations with a power production capacity of less than 20 MW and, to the extent required under FERC regulations to preserve such status, the applicable Funded Subsidiary or an Affiliate thereof shall have filed with FERC a notice of self-certification, or obtained from FERC an order granting certification, with respect to such status.

5.25 Tax Equity Representations; Eligibility Representations .

(a) As of the Closing Date, with respect to each Subject Fund, each of the Tax Equity Representations is true, complete and correct and such Subject Fund substantially conforms with the applicable characteristics set forth in Appendix 8 .

(b) As of the date of the execution of the [***] Tax Equity Required Consent by each party thereto, with respect to the [***] Subject Fund, each of the Tax Equity Representations is true, complete and correct and such Subject Fund substantially conforms with the applicable characteristics set forth in Appendix 8 .

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(c) As of the Closing Date, with respect to each Current System, each Eligibility Representation is true, complete and correct.

ARTICLE VI. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as this Agreement is in effect, unless the Administrative Agent (or if so specified, the Required Lenders) waives compliance in writing, the Borrower shall:

6.01 Use of Proceeds . Use the proceeds of the Loans solely (a) to make Restricted Payments to the Borrower’s direct or indirect owners for any working capital purposes, and (b) to pay fees, costs and expenses, or deposit amounts in the Interest Reserve Account, as required under this Agreement.

6.02 Notices . Promptly, upon acquiring notice or giving notice, as the case may be, or obtaining the Borrower’s Knowledge thereof, give written notice to the Administrative Agent and each Lender of:

(a) any litigation, Environmental Claim, action or proceeding pending or, to the Borrower’s Knowledge, threatened against the Borrower or a Funded Subsidiary, (i) involving claims against the Borrower or a Funded Subsidiary that would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Funded Systems or any Subject Fund or on the legality, validity or enforceability of the operating agreement of a Partnership or Lessor Partnership in a Subject Fund, the master lease in a Subject Fund, the EPC, master purchase agreement or equity capital contribution agreement in a Subject Fund or any guaranty agreement by SolarCity in favor of an Investor or other party with respect to a Subject Fund, or claims against any Agent or any Lender, (ii) seeking any material injunctive, declaratory or other equitable relief, or (iii) instituted for the purpose of revoking, terminating, suspending, withdrawing, modifying or withholding any Permit that would reasonably be expected to have a Material Adverse Effect;

(b) any dispute or disputes between the Borrower or a Funded Subsidiary, on the one hand, and any Person, on the other hand, that would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Funded Systems or any Subject Fund or on the legality, validity or enforceability of the operating agreement of a Partnership or Lessor Partnership in a Subject Fund, the master lease in a Subject Fund, the EPC, master purchase agreement or equity capital contribution agreement in a Subject Fund or any guaranty agreement by SolarCity in favor of an Investor or other party with respect to a Subject Fund and that involve (i) claims against the Borrower or a Funded Subsidiary, (ii) injunctive or declaratory relief, or (iii) revocation, material modification, or suspension of any applicable Permit or imposition of additional material conditions with respect thereto;

(c) any Default or Event of Default shall have occurred and be continuing, which notice shall (i) describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached and (ii) be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto;

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(d) any other matter that has, or would reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the Funded Systems or any Subject Fund or on the legality, validity or enforceability of the operating agreement of a Partnership or Lessor Partnership in a Subject Fund, the master lease in a Subject Fund, the EPC, master purchase agreement or equity capital contribution agreement in a Subject Fund or any guaranty agreement by SolarCity in favor of an Investor or other party with respect to a Subject Fund;

(e) (i) the occurrence of any event that would reasonably be expected to give rise to a right to remove and/or replace a Managing Member, (ii) the occurrence of, or notice given or received by a Funded Subsidiary in respect of, any breach, default or claim under a Project Document and (iii) notice of any material event of default or termination given to or received by a Funded Subsidiary under any Project Document;

(f) the adoption of or participation in any Pension Plan or Multiemployer Plan, or intention to adopt or participate in any Pension Plan or Multiemployer Plan, by the Borrower or any Funded Subsidiary, or the occurrence of any ERISA Event;

(g) Borrower having received notice or otherwise having obtained knowledge of any material inaccuracy of any Eligibility Representation or Tax Equity Representation that was made by it pursuant to this Agreement;

(h) any change to SolarCity’s, the Subject Funds’ or their respective Affiliates’ underwriting, appraisal or System development policies or processes that would reasonably be expected to have a Material Adverse Effect; and

(i) any event described in clause (a) of the definition of “Insurance Sweep Event” occurs.

6.03 Portfolio Reports; Financial Statements . Deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) for further distribution to each Lender:

(a) Each fiscal quarter, no later than 10 Business Days following the date of delivery to any Investor, for each Subject Fund, (i) the quarterly reporting package as is required to be delivered to any Investor under a Subject Fund’s maintenance services agreement, or (ii) to the extent delivered to an Investor under a Subject Fund for such quarter, copies of such other quarterly reporting package compiled by SolarCity’s asset management group with respect to a Subject Fund’s performance.

(b) Each fiscal quarter, no later than 10 Business Days following the date of delivery to the Administrative Agent of the quarterly reporting package required pursuant to Section 6.03(a) , for each Subject Fund, each of the following:

(i) detailed accounts receivable aging taken directly from the source system, including that maintained by any third-party servicer;

(ii) detailed trial balance for taken directly from the source system; and

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(iii) suspense cash summary and aging.

(c) Each fiscal quarter, no later than 10 Business Days following the latest due date of a Subject Fund to deliver a quarterly reporting package to an Investor under the applicable maintenance services agreement, a consolidated report for all Subject Funds, including (i) financing deployment status by each Subject Fund, (ii) aggregated portfolio profile by credit composition, market composition and customer location, (iii) the cumulative amount of billed Customer Payments delinquent for 120 days or more with respect to each Subject Fund, and (iv) a summary and commentary with respect to the status of Customer Agreements that are greater than 120 days past due, to the extent not provided elsewhere within any other item delivered pursuant to Section 6.03(a) .

(d) No later than 10 Business Days following the date of delivery to any Investor duplicate copies of any annual reporting package required to be delivered to any Investor with respect to a Subject Fund pursuant to the Subject Fund’s maintenance services agreement.

(e) As soon as available but no later than 45 days after the close of each quarterly fiscal period, quarterly unaudited consolidated financial statements of the (i) the Borrower, (ii) SolarCity (if such financial statements are not otherwise publicly available), which such financial statements shall include a footnote to indicate the separateness of Borrower from SolarCity and will indicate that the obligations hereunder are non-recourse to the general credit of SolarCity, (iii) each Managing Member ( provided that unaudited consolidating financial statements of the Borrower showing entries on an individual basis with respect to each Managing Member shall satisfy this clause (iii) ), and (iv) each Subject Fund, in each case prepared by the issuing entity in accordance with GAAP and certified by the chief financial officer of the issuing entity as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior year, to the extent available; provided that no quarterly financial statements shall be due with respect to the fourth quarter of the fiscal year.

(f) As soon as available but no later than 120 days after the close of each applicable fiscal year, the audited financial statements, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior year, to the extent available, of (i) the Borrower, as certified by Novogradac & Company LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Administrative Agent, (ii) SolarCity (if such financial statements are not otherwise publicly available), which such financial statements shall include a footnote to indicate the separateness of Borrower from SolarCity and will indicate that the obligations hereunder are non-recourse to the general credit of SolarCity, and as certified by a nationally-recognized independent certified public accountant, (iii) each Managing Member, as certified by Novogradac & Company LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Administrative Agent ( provided that audited consolidating financial statements of the Borrower showing entries on an individual basis with respect to each Managing Member shall satisfy this clause (iii) ), and (iv) each

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Subject Fund, as certified by Novogradac & Company LLP or another nationally-recognized independent certified public accountant selected by the applicable Subject Fund pursuant to its operating agreement; provided, the accountant certifications accompanying such audited financial statements shall not be qualified, or limited because of restricted or limited examination by such accountant of any material portion of the records of any entity. Such audited financial statements shall be certified by the chief financial officer of the issuing entity as of the end of such period.

(g) Concurrently with any delivery of the financial statements described in clauses (e) or (f) above, a certificate signed by an authorized Responsible Officer of the Borrower certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto.

(h) The Lenders shall have the right to make inquiries with respect to any items delivered pursuant to this Section 6.03 and discuss the same with Responsible Officers of SolarCity, the Borrower, or the Funded Subsidiaries, as applicable. Any such inquiries shall be coordinated by and delivered to the Borrower by the Administrative Agent; provided, that for so long as an Event of Default has occurred and is ongoing, such inquiries may be made by a Lender directly to the Borrower.

6.04 Reports; Other Information .

(a) Deliver to the Administrative Agent, for the benefit of each Lender, promptly after the receipt or delivery thereof copies of any notices of default pursuant to a Project Document provided to or issued by any Investor party to a Project Document.

(b) Deliver to the Administrative Agent, for the benefit of each Lender, copies of any material documents and reports related to the Funded Systems furnished to the Borrower or a Funded Subsidiary by a Governmental Authority or by any counterparty to a Project Document (other than reports already delivered pursuant to Section 6.03(a) ), or furnished by the Borrower to such Governmental Authority or such counterparty.

(c) Deliver to the Administrative Agent, for the benefit of each Lender, promptly after receipt thereof a copy of any detailed audit reports, or material management letters received by the Borrower or any Funded Subsidiary from its independent accounts and management’s response thereto.

(d) Deliver to the Administrative Agent, for the benefit of each Lender, no later than three Business Days of delivery to the applicable Investor, any True-Up Reports and models in connection therewith delivered to an Investor in a Subject Fund.

(e) Deliver to the Administrative Agent, for the benefit of each Lender, no later than 120 days after the close of each applicable fiscal year, copies of the Certification Pursuant

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to Section 302(a) of the Sarbanes-Oxley Act of 2002 as it relates to the audited financial statements of SolarCity (if such certifications are not otherwise publicly available).

(f) Deliver to the Administrative Agent, for the benefit of each Lender, no later than the fifteenth (15 ^th ) day of each calendar month, an Advance Model for each Subject Fund, in the form of the Advance Model delivered pursuant to Section 4.01(p), updated to reflect (i) all Systems purchased by such Subject Fund for the period ending on the last day of the immediately preceding calendar month and (ii) the dates on which each System owned by such Subject Fund that is a PTO System achieved PTO.

(g) Deliver to the Administrative Agent, for the benefit of each Lender, no later than the fifteenth (15 ^th ) day of each calendar month, to the extent not previously delivered, the System Information with respect to all Systems owned by the Subject Funds.

(h) Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Funded Subsidiary, or compliance with the terms of any Operative Document, as the Administrative Agent or any Lender may reasonably request.

The Borrower hereby acknowledges that (1) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “ Platform ”) and (2) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities Laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.05 Existence, Conduct of Business . Except as otherwise expressly permitted under this Agreement: (a) do or cause to be done all things required to maintain and preserve and keep in full force its existence as a Delaware limited liability company; (b) do or cause to be done, and cause each Borrower Subsidiary Party to do or cause to be done, all things required to obtain, maintain, preserve, renew, extend and keep in full force and effect all material rights, licenses, authorizations, privileges, franchises and applicable Permits necessary to the conduct of such

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Person’s business; (c) take all Relevant Member Action to cause each Subject Fund to do or cause to be done, all things required to obtain, maintain, preserve, renew, extend and keep in full force and effect all material rights, licenses, authorizations, privileges, franchises and applicable Permits necessary to the conduct of such Person’s business; (d) perform all of its obligations under the Operative Documents and all other material agreements and contracts by which Borrower is bound; (e) cause each Borrower Subsidiary Party to perform, all of its obligations under the Operative Documents and all other agreements and contracts by which such Person is bound except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the related Subject Fund; (f) take all Relevant Member Action to cause each Subject Fund to perform, all of its material obligations under the Operative Documents and all other material agreements and contracts by which such Person is bound; and (g) to engage only in the ownership of the Funded Subsidiaries and activities related or incident thereto.

6.06 Books, Records, Access .

(a) Maintain books, accounts and records with respect to the Borrower on a consolidated basis in accordance with GAAP and in material compliance with applicable Law and the regulations of any Governmental Authority having jurisdiction thereof.

(b) At any time during normal business hours and upon ten (10) Business Days’ prior written notice to the Borrower (and at any hour and without prior written notice if any Event of Default has occurred and is continuing), but, so long as no Event of Default has occurred and is continuing, no more frequently than once per six consecutive calendar month period:

(i) Permit any representatives, employees, consultants, advisers or agents of the Administrative Agent to visit the premises of the Borrower, SolarCity, and any third-party servicer to inspect all of the Borrower’s, each Funded Subsidiaries’ books, accounts, records and properties and make copies thereof (subject to clause (e) below); and review the management and accounting of the subject financing, including the Subject Funds.

(ii) Provide an audit view of SolarWorks or provide such documents, materials or records if not already available in SolarWorks or otherwise provided to the Administrative Agent pursuant to the terms herein, as necessary to determine compliance with the Eligibility Representations.

(c) The Administrative Agent, Borrower and the Limited Guarantor each agree to cooperate in good faith to develop a mutually agreeable process to periodically conduct sampling and testing of financial processes and reports of the Funded Subsidiaries, including the ability of any representative of any Agent to discuss the affairs, finances and condition of the Borrower and the Funded Subsidiaries with the officers thereof and independent accountants therefor.

(d) Reimburse the Administrative Agent for the out of pocket expenses incurred in connection with Section 6.06(b) by the Administrative Agent and its representatives; provided ,

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that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided , further , that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 6.06(b) by the Administrative Agent during the occurrence of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere.

(e) Notwithstanding the information disclosure obligations discussed above, any inspection of the Project Documents or any other agreement affiliated with a Subject Fund pursuant to Section 6.06(b) shall be limited to review by the counsel of the Administrative Agent and will not be copied, sent by mail, fax, electronic mail or any other transmission, or distributed to any Lender or its counsel without the express written consent of the Borrower, such consent not to be withheld if the applicable Lender and its counsel are subject to a nondisclosure agreement of reasonable terms with SolarCity specifically referencing the review of Project Documents.

6.07 Preservation of Rights; Further Assurance .

(a) Take all Relevant Member Action to maintain in full force and effect, preserve, protect and defend the material rights of each Funded Subsidiary in a Subject Fund, and take all actions necessary to prevent termination or cancellation (except as permitted by the Operative Documents) by, and enforce against, other parties the material terms of each Project Document of the applicable Subject Fund, including enforcement of any claims with respect thereto.

(b) Preserve and maintain the security interests granted under the Collateral Documents and undertake all actions that are necessary or appropriate to (i) maintain the Collateral Agent’s security interest in the Collateral in full force and effect at all times (including the priority thereof), (ii) preserve and protect the Collateral and (iii) protect and enforce the Borrower’s rights and title and the rights of the Collateral Agent and the other Secured Parties to the Collateral, including the making or delivery of all filings and recordations, the payment of all fees and other charges and the issuance of supplemental documentation.

(c) From time to time as reasonably requested by the Administrative Agent, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any financing statement, continuation statement, certificate of title or estoppel certificate) as are necessary or appropriate to carry out the interest and purposes of the Loan Documents or necessary to maintain the Collateral Agent’s perfected security interest in the Collateral to the extent and in the priority required pursuant to the Collateral Documents.

6.08 [Reserved.]

6.09 Taxes and Other Government Charges .

(a) Pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed

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or levied against or with respect to the Borrower and each Borrower Subsidiary Party, and take all Relevant Member Action to pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to any Subject Fund; provided , that, without limiting any requirements set forth in the Organizational Documents of any Subject Fund, the Borrower or Funded Subsidiary, as applicable, may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when such Person is in good faith contesting the same, so long as, to the extent the amount of all disputes being contested exceeds Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, (i) adequate reserves to the extent required by GAAP have been established to the satisfaction of the Administrative Agent, (ii) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest and (iii) any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is paid when due after resolution of such contest.

(b) Remain and cause each Managing Member (excluding [***]) to remain classified as a disregarded entity for U.S. federal income tax purposes.

6.10 Compliance With Laws; Instruments, Etc . Comply and cause compliance by each Borrower Subsidiary Party, and take all Relevant Member Action to cause compliance by each Subject Fund, in all material respects, with all Legal Requirements, including consumer protection Laws, except that, without limiting any requirements set forth in the Organizational Documents of any Subject Fund, the Borrower or a Funded Subsidiary may contest by appropriate proceedings conducted in good faith the validity or application of any such Legal Requirements.

6.11 Actual Net Cash Flows .

(a) Revenue Account . The Borrower shall cause each Borrower Subsidiary Party to deposit all Actual Net Cash Flows directly into the Revenue Account. In the event that, notwithstanding the foregoing, the Borrower receives any such amounts, the Borrower will hold such amounts in trust and promptly (and in any event within three (3) Business Days) after receipt thereof deposit such amounts in the Revenue Account.

(b) [Reserved.]

(c) Interest Reserve Account . Cause the Interest Reserve Account to be fully funded at all times as required in accordance with the terms of the CADA.

6.12 Compliance with Sanctioned Persons Laws and Anti-Corruption Laws .

(a) Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption Laws in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such Laws.

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(b) If to the Borrower’s Knowledge, any Loan Party or any Affiliate thereof, is named on any OFAC List (such occurrence, an “ OFAC Violation ”), immediately (i) give written notice to the Agents of such OFAC Violation, and (ii) comply with all applicable Governmental Rules with respect to such OFAC Violation (regardless of whether the party included on such OFAC List is located within the jurisdiction of the United States of America), including the Anti-Terrorism Laws, and the Borrower hereby authorizes and consents to the Agents taking any and all steps an Agent deems necessary, in its sole discretion, to comply with all applicable Governmental Rules with respect to any such OFAC Violation, including the requirements of the Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets).

6.13 Separateness Provisions; Required Provisions in LLC Agreement .

(a) Cause the LLC Agreement of the Borrower to include or the Borrower shall otherwise comply with the provisions set forth on Schedule 6.13 .

(b) Cause the LLC Agreements to include each of the following terms (collectively, the “ Required LLC Provisions ”):

(i) require that until the Discharge Date the Borrower and each Managing Member, shall have, at all times, one Independent Member; and

(ii) require unanimous written approval of all members, partners or managers, as the case may be, including the Independent Member in order to authorize the filing of any insolvency or reorganization case or proceeding, instituting proceedings to have the Borrower or Managing Member, as applicable, adjudicated bankrupt or insolvent, instituting proceedings under any applicable insolvency Law, seeking any relief under any Law relating to relief from debts or the protection of debtors, consenting to the filing or institution of bankruptcy or insolvency proceedings against the Borrower or Managing Member, as applicable, filing a petition seeking or consenting to reorganization, liquidation or relief with respect to the Borrower or Managing Member, as applicable, under any applicable federal or state Law relating to bankruptcy, reorganization or insolvency, seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official for the Borrower or Managing Member, as applicable, or a substantial part of its property, making any assignment for the benefit of creditors, admitting in writing the inability of the Borrower or Managing Member, as applicable, to pay its debts as they become due, or taking action in furtherance of any of the foregoing.

6.14 [Reserved.]

6.15 Maintenance of Materials . Maintain, for the benefit of each Lender, true, correct and complete electronic copies of materials which were delivered pursuant to Section 4.01(r) , and shall deliver upon request, true, correct and complete electronic copies of (a) material agreement entered into by any Funded Subsidiary after the Closing Date, (b) each Customer Agreement entered into after the Closing Date, and (c) any other data, documentation, analysis or report reasonably requested by the Administrative Agent with respect to Systems

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acquired by the Subject Funds after the Closing Date or the associated Host Customers and commercially available to the Borrower, in each case as reasonably requested by any Lender for informational purposes only, to the extent not otherwise publicly available and in possession of the Borrower or its Affiliates, including financial statements and/or credit reports with respect to any such System with a commercial Host Customer that does not have a publicly available rating from a recognized national rating agency that was current as of the date that the Customer Agreement corresponding to such System was executed.

6.16 Transition Manager . Within 150 days following the Closing Date, appoint a transition manager with respect to the management, administration and servicing of all the Funded Systems on terms and conditions reasonably acceptable to the Administrative Agent.

6.17 Corrective Payments .

(a) In the event any Eligibility Representation or Tax Equity Representation made pursuant to this Agreement or in any certificate delivered in connection herewith shall prove to have been inaccurate in any respect as of the date such statement was made or certificate so provided, as applicable, and the Administrative Agent reasonably determines that such inaccuracy has or could reasonably be expected to result in a reduction of Actual Net Cash Flow in an amount of at least $[***] (the “ Correction Payment ”), within 10 Business Days of Borrower’s receipt of notice from the Administrative Agent or Borrower otherwise becoming aware thereof, (i) cause one or more Subject Funds to acquire Systems the aggregate expected net cash flow in respect of which, as set forth in an Advance Model to be delivered by the Borrower to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, is at least equal to the Correction Payment or (ii) cause an Equity Contribution to be made to Borrower, the proceeds of which shall be in an amount at least equal to the Correction Payment.

(b) In the event a Borrower Subsidiary Party becomes subject to any event or circumstance described (with respect to any Loan Party) in Section 8.01(b) , 8.01(c) , 8.01(d) , 8.01(f)(iii) or 8.01(j) , after the expiration of any applicable cure periods set forth therein, cause an Equity Contribution to be made to Borrower within 10 Business Days, in an amount equal to the amount of Loans outstanding that were borrowed against the related Subject Fund.

(c) If the Borrower shall not have (i) within five Business Days of the Closing Date, obtained the [***] Tax Equity Required Consent and (ii) within ten Business Days of the Closing Date, delivered to the Administrative Agent an opinion, dated as of the date of the [***] Tax Equity Required Consent, of Wilson Sonsini Goodrich & Rosati, counsel to the Loan Parties and SolarCity, as to the matters set forth in Section 5.08 , and otherwise in form and substance reasonably acceptable to the Agents and each Lender, cause an Equity Contribution to be made to Borrower within five Business Days, in an amount equal to the amount of Loans outstanding that were borrowed against the related Subject Fund.

ARTICLE VII. NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as this Agreement is in effect, it shall not:

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7.01 Limitations on Liens . (a) Create or assume, or allow a Borrower Subsidiary Party to create or assume, or take any Relevant Member Action to cause or permit any Subject Fund to create or assume, any Lien on any Collateral, whether now owned or hereafter acquired, except for Permitted Liens of the type set forth in clauses (b) , (c) or (d) of the definition thereof or (b) suffer to exist, or allow a Funded Subsidiary to suffer to exist, any Lien on any of its property or PV Systems, whether now owned or hereafter acquired, except for Permitted Liens.

7.02 Debt . Incur, create, assume or permit, or allow a Borrower Subsidiary Party, or take any Relevant Member Action to cause or permit any Subject Fund, to incur, create, assume or permit to exist any Debt except for:

(a) Debt created under the Loan Documents; and

(b) Debt incurred under the Project Documents to which a Funded Subsidiary is a party; or

(c) the endorsement of negotiable instruments received in the ordinary course of the Borrower’s or the Funded Subsidiary’s business, as applicable.

7.03 Sale or Lease of Assets . Sell, lease, assign, transfer or otherwise dispose of, or allow a Borrower Subsidiary Party, or take any Relevant Member Action to allow a Subject Fund, to sell, lease, assign, transfer or otherwise dispose of, Assets (including any portion of any Equity Interest owned by the Borrower in a Managing Member or by a Managing Member in any Subject Fund), whether now owned or hereafter acquired except:

(a) as permitted by the Operative Documents and the Customer Agreements;

(b) dispositions of obsolete, worn out or replaced property not used or useful in its business and disposed of in the ordinary course of its business;

(d) the Equity Interest in [***] if the Equity Contribution required under Section 6.17(c) (if any) has been made in full in cash and any corresponding prepayment required under Section 2.03(b) has been made; and

(e) with the prior written consent of the Administrative Agent, acting at the direction of the Required Lenders.

7.04 Changes . Conduct, allow any Borrower Subsidiary Party to conduct, or take any Relevant Member Action to cause any Subject Fund to conduct, any business other than the ownership of subsidiaries that engage in the acquisition, ownership, leasing and financing of the Systems and activities related or incident thereto (including those contemplated by the Operative Documents), hire or become an employer of an employee or assume or incur any obligation under or in connection with any Pension Plan.

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7.05 Distributions . Directly or indirectly, make or declare any Restricted Payment or incur any obligation (contingent or otherwise) to do so, except for Restricted Payments:

(a) from proceeds of the Loans in accordance with Section 6.01 ;

(b) from amounts contributed by a partnership that received capital contributions from one or more Investors and the managing member of such partnership in connection with the purchase (or contribution) of PV Systems or from any Rent Prepayment in a Partnership Lease Pass Through Structure; and

(c) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) no Insurance Sweep Event has occurred and is continuing and (iii) the Borrower has certified in writing to the Administrative Agent that it is not aware of any event or circumstance that would reasonably be considered likely to cause or result in the occurrence of a Default or Event of Default within 30 days, to Managing Member from “Excess Cash Flow” as defined in the CADA.

7.06 Investments . Make or permit to remain outstanding any advances or loans or extensions of credit to, or purchase, redeem or own any Equity Interests in, or any assets constituting an ongoing business from, or make or permit any other investment in, any Person, except for:

(a) Capital contributions to Funded Subsidiaries; and

(b) investments permitted under the Operative Documents.

7.07 Use of Proceeds . Use the proceeds of the Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.08 Fundamental Changes . Liquidate or dissolve, or sell or lease or otherwise transfer or dispose of, all or any substantial part of its property, assets or business, or combine, merge or consolidate with or into any other entity, or cause or allow any Borrower Subsidiary Party to take, or take any Relevant Member Action to cause or allow any Subject Fund to take, any of the foregoing actions; provided , however , that the Borrower may sell, or otherwise dispose of assets as permitted by Section 7.03 .

7.09 Amendments; Other Agreements .

(a) Without the prior written consent of the Administrative Agent, take any Relevant Member Action to (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by any other Person under their applicable Project Documents; provided , however , that no prior

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written consent by the Required Lenders shall be required in the case of any amendment, modification or supplement to or waiver under a Project Document (A) to correct a manifest error therein that is not material, (B) increase the aggregate amount of an Investor’s commitment, (C) change payment mechanics under the applicable Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided , that such changes in payment mechanics do not negatively impact net cash flows expected to be generated by such Subject Fund (as set forth in the Advance Models), (D) extend the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “ Completion Deadline ”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided , that such extension of a Completion Deadline does not negatively impact net cash flows expected to be generated by such Subject Fund (as set forth in the Advance Models) or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided , that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution.

(b) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent and the Lenders with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date.

(d) Notwithstanding the foregoing, Borrower may take Relevant Member Action to permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security.

7.10 Name and Location; Fiscal Year . Unless 30 days’ written notice is given to the Administrative Agent, change its name, its principal place of business, accounting policies (except as permitted by GAAP) or its fiscal year without the Administrative Agent’s prior written consent.

7.11 Assignment . Assign its rights hereunder or under any other Loan Document or allow any Borrower Subsidiary Party to take any such action in each case, except as permitted under the Loan Documents.

7.12 ERISA. Hold “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

7.13 Accounts . Establish or maintain any deposit or securities account other than the Accounts.

7.14 Transactions with Affiliates . Engage, or allow a Borrower Subsidiary Party to engage, or take any Relevant Member Action to allow a Subject Fund to engage in any

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transactions with any of its Affiliates except in the ordinary course of business at prices and on terms and conditions not less favorable to such Person than could be obtained on arm’s-length basis from unrelated third parties.

7.15 Limitation on Dividends and Other Payment Restrictions Affecting Certain Subsidiaries . Enter into, or allow a Borrower Subsidiary Party to enter into, any agreement, instrument or other undertaking (except for the Operative Documents) that (i) restricts the ability of any Managing Member to make any dividend or other distribution of Actual Net Cash Flows with respect to such Equity Interests or (ii) restricts or limits the ability of Member or Borrower to create, incur, assume or suffer to exist Liens on the property of such Person for the benefit of the Secured Parties with respect to the Obligations of the Loan Parties or the Loan Documents.

7.16 Hedging Agreement . Enter into any Hedging Agreement.

7.17 Operations and Maintenance . Without the prior written consent of the Administrative Agent, take any Relevant Member Action to terminate or to appoint a new operations and maintenance provider, or consent to the appointment of a new operations and maintenance provider under the applicable Project Document; provided that if any vote or appointment is required within a certain time period under the applicable Project Document, if Administrative Agent does not consent (unless such consent was reasonably withheld) within such time period, then the Borrower may take any Relevant Member Action to vote, appoint, or consent to a new operations and maintenance provider or administrative services provider in order to comply with the terms of the applicable Project Documents; provided , further , that the consent of the Administrative Agent may not be unreasonably withheld if the new operations and maintenance provider or administrative services provider meets the standards set forth in the applicable Project Documents.

7.18 Sanctions . Directly or indirectly, use the proceeds of the Borrowing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Administrative Agent or otherwise) of Sanctions.

7.19 Anti-Corruption Laws . Directly or indirectly use the proceeds of the Borrowing for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption Laws in other jurisdictions.

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following shall constitute an Event of Default:

(a) Failure to Make Payments . The Borrower shall fail to pay, in accordance with the terms of this Agreement, (i) any principal with respect to any Loan on the date that such principal is due, (ii) any interest on any Loan under this Agreement within three Business Days after the date that such interest or such principal is due or (iii) any other payment (other than

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interest and principal) due under any Loan Document, within five Business Days after the date that such payment is due; provided , that, to the extent that an event that would otherwise be an Event of Default pursuant to this Section 8.01(a) is caused solely by the Depositary’s failure or delay, in reliance upon Section 8.10 of the CADA, to transfer funds otherwise permitted to be transferred, such event shall not be an Event of Default.

(b) Judgments . There is entered against the Borrower (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding Two Hundred Fifty Thousand Dollars ($250,000) (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided , however , that any such judgment or order shall not be (and shall not constitute part of) an Event of Default under this Section 8.01 if and for so long as (A) within 30 days of the judgment being entered, the amount of such judgment order is fully covered (up to customary deductibles) by a valid and binding policy of insurance or by a surety bond between the defendant and the insurer covering payment thereof and satisfactory to the Required Lenders and (B) such insurer or surety has been notified of, and has accepted the claim made for payment of, the amount of such judgment or order.

(c) Misstatements . Any representation or warranty made by a Loan Party in the Loan Documents, any amendment or modification thereof or waiver thereto, or in any certificate or financial statement furnished pursuant thereto to any Agent or Secured Party pursuant to this Agreement or any other Loan Document, shall prove to have been inaccurate in any respect as of the date such statement was made or certificate was so provided, as applicable and such inaccuracy could likely result in a Material Adverse Effect.

(d) Bankruptcy . Any Loan Party shall become subject to a Bankruptcy Event.

(e) ERISA . An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan, the PBGC or the IRS in an aggregate amount in excess of Two Hundred Fifty Thousand Dollars ($250,000).

(f) Breach of Terms of Financing Agreements . (i) SolarCity fails to pay when due its obligations under Article XI , (ii) the Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.12 or Article VII (excluding Sections 7.09 and 7.17 ) or (iii) any Loan Party shall fail to perform or observe any other covenant to be performed or observed by it hereunder or under any Loan Document and not otherwise specifically provided for elsewhere in this Section 8.01 , and such failure shall continue unremedied for a period of thirty 30 days after the Borrower becomes aware of such failure; provided , that if (x) such failure can be remedied, (y) such failure cannot reasonably be remedied within such 30 day period, and (z) the Borrower commences cure of such failure within such 30 day period and thereafter diligently seeks to remedy the failure, then an “Event of Default” shall not be deemed to have occurred until such time as the Borrower ceases

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reasonable efforts to cure such failure unless such failure continues for a period of 90 calendar days.

(g) Security . (i) Any of the Collateral Documents (A) shall fail to provide the Collateral Agent (on behalf of the Secured Parties) a first priority perfected security interest (subject only to Permitted Liens of the type set forth in clauses (b) , (c) or (d) of the definition thereof that, pursuant to the Legal Requirements, are entitled to a higher priority than the Lien of the Collateral Agent) in the Collateral or (B) shall cease to be in full force and effect, or (ii) the validity or the applicability of any of the Collateral Documents to the Obligations to be secured or guaranteed thereby or any part thereof shall be disaffirmed by or on behalf of any Loan Party.

(h) Change in Control . A Change in Control shall have occurred.

(i) Invalidity of Loan Documents . Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full in cash of all the Obligations, ceases to be in full force and effect, or any Loan Party, the Limited Guarantor or any Borrower Subsidiary Party contests in any manner the validity or enforceability of any Loan Document, or any Loan Party, the Limited Guarantor or any Borrower Subsidiary Party denies that it has any or further liability or obligation under any Loan Document or purports to revoke, terminate or rescind any Loan Document.

(j) Cross-Default . Borrower (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than Two Hundred Fifty Thousand Dollars ($250,000) or (ii) fails to observe or perform any other agreement or condition relating to such Debt, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Debt to cause, with the giving of notice if required, such Debt to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity; provided that this clause (j)(ii) shall not apply to secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt, if such sale or transfer is permitted hereunder and under the documents providing for such Debt.

8.02 Remedies Upon Event of Default . (a) If any Event of Default (other than any Event of Default described in Section 8.01(d) ) occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(i) declare any existing Commitment of each Lender to make Loans to be terminated, whereupon such Commitments shall be terminated;

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(ii) declare the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(iii) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents.

(b) If any Event of Default described in Section 8.01(d) occurs and is continuing:

(i) the Commitment of each Lender to make Loans shall automatically terminate (if not previously terminated or expired); and

(ii) the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

(c) Upon the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth in clauses (a) and (b) above, each Secured Party shall be, subject to the terms of the Loan Documents, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which it is a party or any applicable Law.

8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to any Agent or the Depositary and amounts payable under Article III ) payable to any Agent or the Depositary in its capacity as such, ratably among them in accordance with the respective amounts owed to each of them under this clause First ;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including amounts payable under Article III ), ratably among them in accordance with their respective Applicable Percentages of the amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in accordance with their respective Applicable Percentages of the amounts described in this clause Third payable to them;

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Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in accordance with their respective Applicable Percentages of the amounts described in this clause Fourth held by them; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX. ADMINISTRATIVE AGENT

9.01 Appointment and Authority . Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and none of the Borrower or any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion

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of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4.01 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or

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through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of the Administrative Agent’s duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non–appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been so appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) With effect from the Resignation Effective Date, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06 ). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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9.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc . Anything herein to the contrary notwithstanding, Arranger shall have not any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent and as a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding . In case of the pendency of any proceeding under any Bankruptcy Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.06 and 10.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.06 and 10.04 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Bankruptcy Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (1) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (2) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01(a)(i)-(vii) , (3) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (4) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters . Without limiting the provisions of Section 9.09 , the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to instruct the Collateral Agent to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as

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part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01 , if approved, authorized or ratified in writing by the Required Lenders; and

(b) to instruct the Collateral Agent to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01 .

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to instruct the Collateral Agent to release or subordinate its interest in particular types or items of property.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure of the Collateral Agent to monitor or maintain any portion of the Collateral.

9.11 Exercise of Discretion .

(a) To the extent that the Administrative Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Loan Documents, the Administrative Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Administrative Agent receives written instruction from the Required Lenders, the Administrative Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions of the Required Lenders in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders agrees that until the Administrative Agent receives written instructions from the Required Lenders, the Administrative Agent may reasonable exercise discretion, make determinations and take actions and that the Administrative Agent shall have no obligation to seek any such written instructions.

(b) To the extent that the Collateral Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Loan Documents, the Collateral Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Collateral Agent receives written instruction from the Administrative Agent, the Collateral Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions of the Administrative Agent in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders and the Administrative Agent agrees that until the Collateral Agent receives written instructions from the Administrative Agent, the Collateral Agent may reasonable exercise discretion, make determinations and take actions and that the Collateral Agent shall have no obligation to seek any such written instructions.

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ARTICLE X. MISCELLANEOUS

10.01 Amendments, Etc . (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:

(i) waive any condition set forth in Section 4.01 without the written consent of each Lender;

(ii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;

(iii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(iv) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (B) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(v) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, each Agent and the Depositary;

(vi) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(vii) release any Collateral, or release any Loan Party or Borrower Subsidiary Party from such Person’s obligations under any Collateral Document, or permit the release of any funds from the Revenue Account, in each case, unless in accordance with the Loan Documents, without the written consent of each Lender;

and, provided further , that (A) no amendment, waiver or consent shall, unless in writing and signed by the applicable Agent in addition to the Lenders required above, affect the rights or duties of such Agent under this Agreement or any other Loan Document; and (B) the Fee Letters

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may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto.

(b) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.

10.02 Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, any other Loan Party or Borrower Subsidiary, the Limited Guarantor or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) , if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d) Change of Address, Etc . Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder, and the Borrower may change any of the foregoing with respect to any other Loan Party, any Borrower Subsidiary and the Limited Guarantor, by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that

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may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws.

(e) Reliance by Administrative Agent and Lenders . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.10 ), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Law; provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.10 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Damage Waiver .

(a) Costs and Expenses . The Borrower shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,

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charges and disbursements of counsel for the Administrative Agent), in connection with the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out‑of‑pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04 , or (B) in connection with the Loans made hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) , and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee , incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of the Funded Subsidiaries, or any Environmental Claim related in any way to any Loan Party or any of the Funded Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of their respective Affiliates, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE) OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent

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jurisdiction. Without limiting the provisions of Section 3.01(c) , t his Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim .

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 10.04(a) or (b) to be paid by it to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to any such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought; provided , further , that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any such Agent (or any such sub-agent) or against any Related Party of any of the foregoing acting for any such Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.09(d) .

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 10.04(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Indemnification Procedure . In case any action, suit or proceeding subject to the indemnity in this Section 10.04 shall be brought against any Indemnitee, such Indemnitee shall promptly notify the Borrower in writing of the commencement thereof, and the Borrower shall be entitled, upon giving written notice to the Indemnitee within 30 days of receipt of written notice from the Indemnitee of the commencement of such proceeding, to retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in such proceeding, and the Borrower shall pay the reasonable fees and disbursements of such counsel related to such proceeding; provided , that the failure to notify the Borrower shall relieve the Borrower from any liability that it may have under this Section 10.04 only if, and only to the extent that, such failure causes actual prejudice to the Borrower. In any such proceeding, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the Borrower and the Indemnitee shall have mutually agreed to the retention of such counsel or (ii) the Borrower or the Indemnitee has been advised

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by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Borrower shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnitees, and that all such reasonable fees and expenses shall be reimbursed as they are incurred and paid.

(f) Control of Proceedings; Settlement . The Borrower shall have the authority and discretion to settle, compromise or consent to the entry of judgment regarding any indemnified claim subject to this Section 10.04 , the defense of which has been assumed by the Borrower, except that the Borrower may not, without the prior written consent of the Indemnitee, settle, compromise or consent to the entry of any judgment regarding such claim if such settlement, compromise or consent (i) contains any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee, (ii) contains any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of its Affiliates or (iii) does not contain an unconditional release of the Indemnitee, in form and substance satisfactory to such Indemnitee, from any liability related to such claim. The Indemnitee may not settle, compromise or consent to the entry of any judgment regarding any claim for which indemnification is sought and the defense of which has not been assumed by the Borrower, without the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed.

(g) Payments . All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(h) Survival . The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(e) shall survive the resignation of any Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) in accordance with its Applicable Percentage of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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10.06 Successors and Assigns .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor the Limited Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.06 , (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.06 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.06 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section 10.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section 10.06 , the aggregate amount of the Commitment or the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

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(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition (A) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender and (B) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06 , from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06 .

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the

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“ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(b) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 ; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to

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disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments or loans under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment or loan is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.07 Treatment of Certain Information; Confidentiality . Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Agents and the Lenders may disclose the existence of this Agreement and general information about the parties, term and lending amount of this Agreement to market data collectors, similar service providers to the lending industry and to the extent necessary for servicing of this Agreement to service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments, provided that any such service provider to the

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Agents and the Lenders has executed an agreement containing provisions substantially the same as those of this Section 10.07 with respect to such information.

For purposes of this Section 10.07 , “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Agents and the Lenders acknowledges that (1) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (2) it has developed compliance procedures regarding the use of material non-public information and (3) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize

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any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13 Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06 , then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

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(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) ;

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc .

(a) GOVERNING LAW . This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of NEW YORK (not including such State’s conflict of Laws provisions other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

(b) SUBMISSION TO JURISDICTION . THE BORROWER AND THE LIMITED GUARANTOR EACH IRREVOCABLY AND UNCONDITIONALLY agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED

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IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . THE BORROWER AND THE LIMITED GUARANTOR EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Agents, the Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan

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Party and their respective Affiliates, on the one hand, and the Agents, the Arranger, and the Lenders, on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each Agent, the Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) none of any Agent, the Arranger or any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and none of any Agent, the Arranger, or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against any Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17 Electronic Execution of Assignments and Certain Other Documents . The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

10.18 USA PATRIOT Act . Each Lender that is subject to the Act (as hereinafter defined) and each Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or such Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by any Agent or any Lender, provide all documentation and other information that such Agent or such

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Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.19 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS AMONG THE PARTIES.

ARTICLE XI. limited GUARANTY

11.01 The Guarantee . The Limited Guarantor hereby guarantees (the “ Limited Guaranty ”), as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) or performance by the Borrower of its obligations pursuant to Section 6.17(a)(ii) and Section 6.17(c) to cause Equity Contributions to made to the Borrower (the Equity Contributions required to be made to the Borrower under Section 6.17(a)(ii) and Section 6.17(c) being herein collectively called the “ Guaranteed Obligations ”). The Limited Guarantor hereby agrees that if the Borrower shall fail to cause the Member to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay the same in cash or perform, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For avoidance of doubt, the Limited Guarantor does not guarantee the payment or performance of any Obligations of the Borrower other than the Guaranteed Obligations.

11.02 Obligations Unconditional . The obligations of the Limited Guarantor under Section 11.01 shall constitute a guarantee of payment and performance and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Limited Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a) at any time or from time to time, without notice to the Limited Guarantor, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted;

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(c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(e) the release of any other guarantor pursuant to Section 11.09 or otherwise.

The Limited Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Limited Guarantor waives, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Limited Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Limited Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

11.03 Reinstatement . The obligations of the Limited Guarantor under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

11.04 Subrogation; Subordination . The Limited Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim

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and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

11.05 Remedies . The Limited Guarantor agrees that, as between the Limited Guarantor and the Lenders, the obligations of the Borrower under this Agreement and the Notes that constitute the Guaranteed Obligations, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Limited Guarantor for purposes of Section 11.01 .

11.06 Instrument for the Payment of Money . The Limited Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by the Limited Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

11.07 Continuing Guarantee . The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

11.08 General Limitation on Guarantee Obligations . In any action or proceeding involving any state corporate, limited partnership or limited liability company Law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of Limited Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by the Limited Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

11.09 Release of Guarantor . When all of the outstanding Loans and any other Obligations of the Loan Parties hereunder which are accrued and payable have been indefeasibly paid in full or otherwise satisfied in full, this Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations.

11.10 Representations and Warranties . Limited Guarantor represents to each Agent and the Lenders as of the Closing Date:

Shortfin Credit Agreement

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(a) it is a corporation duly organized and validly existing and in good standing under the Laws of the State of Delaware;

(b) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

(c) it has duly authorized, executed and delivered this Limited Guaranty, and this Agreement is fully enforceable against it in accordance with its terms, subject to applicable Bankruptcy Laws, insolvency Laws and other Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law);

(d) neither the execution nor delivery of this Limited Guaranty nor compliance with or fulfillment of the terms, conditions, and provisions hereof, conflicts with, results in a breach or violation of the terms, conditions, or provisions of, or constitutes a default, an event of default, or an event creating rights of acceleration, termination, or cancellation, or a loss of rights under (i) the organizational documents of the Limited Guarantor, (ii) any judgment, decree, order, contract, agreement, indenture, instrument, note, mortgage, lease, governmental permit, or other authorization, right, restriction, or obligation to which the Limited Guarantor is a party or any of its property is subject or by which Guarantor is bound, or (iii) any federal, state, or local Law, statute, ordinance, rule or regulation applicable to the Limited Guarantor;

(e) no consent, authorization, approval, order, license, certificate, or permit or act of or from, or declaration of filing with, any governmental authority or any party to any contract, agreement, instrument, lease, or license to which the Limited Guarantor is a party or by which the Limited Guarantor is bound, is required for the execution, delivery, performance or compliance with the terms hereof by the Limited Guarantor, except as have been obtained as required prior to the date hereof;

(f) there is no pending, or to the best of its knowledge, threatened, litigation against the Limited Guarantor in any court or before any commission or regulatory body, whether federal, state or local, that challenges the validity or enforceability of this Limited Guaranty;

(g) the Limited Guarantor is not insolvent within the meaning of applicable state Bankruptcy Laws and federal Bankruptcy Laws or any other Laws relating generally to bankruptcy, insolvency or reorganization or relief of debtors; and

(h) with the assistance of counsel of its choice, it has read and reviewed this Limited Guaranty and such other documents as it and its counsel deemed necessary or desirable to read.

ARTICLE XII. ACCOUNTS; APPLICATION OF FUNDS

12.01 Accounts; Application of Funds in Accounts .

Shortfin Credit Agreement

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

(a) On or prior to the Closing Date, the Borrower shall cause the Accounts to be established at Depositary. The Borrower shall, or shall cause, all Actual Net Cash Flows paid to the Borrower by a Partnership, Partnership Managing Member, Lessor Managing Member or Lessor Partnership to be deposited in the Revenue Account.

(b) Funds on deposit in the Accounts shall be applied in the manner, at the times and in the order of priority as set forth in the CADA.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Shortfin Credit Agreement

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SHORTFIN SOLAR, LLC,

a Delaware limited liability company,
as the Borrower


By:	/s/ Brad Buss
Name:	Brad Buss
Title:	Treasurer

Agreed solely with respect to Sections 6.06(c) , 10.01 , 10.06(a) , 10.10 , 10.11 , 10.12 , 10.14 , 10.15 , 10.17 and Article XI :

SOLARCITY CORPORATION , as Limited Guarantor


By:	/s/ Brad Buss
Name:	Brad Buss
Title:	CFO

Shortfin Credit Agreement

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

bank of america, n.a. ,
as Administrative Agent


By:	/s/ Mollie S. Canup
Name:	Mollie S. Canup
Title:	Vice President


	S-2

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

bank of america, n.a. ,
as Collateral Agent


By:	/s/ Maria McClain
Name:	Maria McClain
Title:	Vice President


	S-3

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

bank of america, n.a. ,
as a Lender


By:	/s/ Sheikh Omer-Farouq
Name:	Sheikh Omer-Farouq
Title:	Director


	S-4

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE 1.01( a )

KNOWLEDGE PERSONS

[***]

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE 2.01

COMMITMENTS
AND APPLICABLE PERCENTAGES


Lender	Commitment	Applicable Percentage
Bank of America, N.A.


Total	$79,000,000	100.000000000%

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE 4.01 (n)

CONSENTS

[***]

· Consent of Investor Member

[***]

· Consent of Lessee and each Investor

[***]

· Consent of Lessee and Investor

[***]

· Waiver of Class A Member

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE 6.13

SEPARATENESS PROVISIONS

The Borrower shall maintain its existence separate and distinct from any other Person, including taking the following actions:

(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the formation state and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby;

(b) maintaining its own deposit accounts, separate from those of any other Person, any of its officers and their respective Affiliates;

(c) conducting all material transactions between the Borrower and any of its Affiliates on an arm’s length basis and on a commercially reasonable basis;

(d) conducting its affairs separately from those of any other Person, any of its officers or any of their respective Affiliates and maintaining accurate and separate books, records and accounts and financial statements;

(e) acting solely in its own limited liability company name and not that of any other Person, any of its officers or any of their respective Affiliates, and at all times using its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates;

(f) not holding itself out as having agreed to pay, or as being liable for, the, obligations of the Member or any of its respective Affiliates;

(g) maintaining all of its assets in its own name and not commingling its assets with those of any other Person;

(h) paying its own operating expenses and other liabilities out of its own funds;

(i) observing all limited liability company formalities, including maintaining meeting minutes or records of meetings and acting on behalf of itself only pursuant to due authorization, required hereby and by the Certificate;

(j) maintaining adequate capital for the normal obligations reasonably foreseeable in light of its contemplated business operations;

(k) paying its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets;

(l) holding itself out to the public as a legal entity separate and distinct from any other Person.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

SCHEDULE 10.02

administrative agent’s OFFICE;
certain ADDRESSES FOR NOTICES

BORROWER:

Shortfin Solar, LLC

3055 Clearview Way
San Mateo, CA 94402

Attention: General Counsel
Telephone: (650) 638-1028
Facsimile: (650) 638-1029
Electronic Mail: contracts@solarcity.com

Taxpayer Identification Number: [***]

MEMBER:

[***]

3055 Clearview Way
San Mateo, CA 94402

Attention: General Counsel
Telephone: (650) 638-1028
Facsimile: (650) 638-1029
Electronic Mail: contracts@solarcity.com

Taxpayer Identification Number: [***]

SOLARCITY

SolarCity Corporation

3055 Clearview Way
San Mateo, CA 94402

Attention: General Counsel
Telephone: (650) 638-1028
Facsimile: (650) 638-1029
Electronic Mail: contracts@solarcity.com

Taxpayer Identification Number: [***]

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

ADMINISTRATIVE AGENT:

Administrative Agent’s Office
(for financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):
Bank of America Plaza

901 Main Street

Mail Code: TX1-492-14-11

Dallas, TX 75202-3714
Attention: [***]

Phone: [***]

Fax: [***]

Electronic Mail: [***]

Remittance Instructions :

Bank of America, N.A.

New York, NY

ABA #: [***]

Account #:

Attn: Corporate Credit Services

Ref: Shortfin Solar, LLC

Other Notices as Administrative Agent :
(for financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.

Bank of America

900 W Trade Street

Mail Code: NC1-026-06-03
Charlotte NC 28255-0001

Attention: [***]

Telephone: [***]

Telecopier: [***]

Electronic Mail: [***]

COLLATERAL AGENT

Bank of America
GATEWAY VILLAGE-900 BUILDING
Mailcode: NC1-026-06-03
900 W TRADE ST
CHARLOTTE, NC, 28255-0001
Attention: [***]
Telephone: [***]
Facsimile: [***]
Email: [***]

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT A

FORM OF LOAN NOTICE

Date: ___________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of March 31, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among Shortfin Solar, LLC, a Delaware limited liability company (the “ Borrower ”), SolarCity Corporation, a Delaware corporation solely in its capacity as a limited guarantor (the “ Limited Guarantor ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and a Lender.

The undersigned hereby requests (select one):

A Borrowing of Loans A conversion or continuation of Loans

1. On ______________________ (a Business Day).

2. In the amount of $_________________.

3. Comprised of ______________________.
[Type of Loan requested]

4. For Eurodollar Rate Loans: with an Interest Period of months.

The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

SHORTFIN SOLAR, LLC

By:
Name:
Title:

A-1

Form of Loan Notice

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT B

FORM OF NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to the order of [_____________________] (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 31, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, a Delaware corporation solely in its capacity as a limited guarantor (the “ Limited Guarantor ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and a Lender.

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SHORTFIN SOLAR, LLC

By:
Name:
Title:

B-1

Form of Note

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

LOANS AND PAYMENTS WITH RESPECT THERETO


Date	Type of Loan Made	Amount of Loan Made	End of Interest Period	Amount of Principal or Interest Paid This Date	Outstanding Principal Balance This Date	Notation Made By
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______
______	______	______	______	______	______	______

B-2

Form of Note

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT C-1

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] ¹ Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] ² Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] ³ hereunder are several and not joint.] ⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount [s] and equal to the percentage interest [s] identified below of all the outstanding rights and obligations under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above

¹	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³	Select as appropriate.

⁴	Include bracketed language if there are either multiple Assignors or multiple Assignees.

C-1-1

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s] : ______________________________

______________________________

2. Assignee[s] : ______________________________

______________________________
[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]]

3. Borrower(s) : ______________________________

4. Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement.

5. Credit Agreement : Credit Agreement, dated as of March 31, 2015, among Shortfin Solar, LLC, a Delaware limited liability company, SolarCity Corporation, a Delaware corporation, solely in its capacity as a limited guarantor, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent and a Lender.

C-1-2

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

6. Assigned Interest[s] : ⁵


Assignor[s]	Assignee[s]	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/ Loans	CUSIP Number

		________	$________________	$________________	__________%
		________	$________________	$________________	__________%
		________	$________________	$________________	__________%

[7. Trade Date : __________________] ⁶

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S] ⁷
[NAME OF ASSIGNOR]

By: _____________________________

[NAME OF ASSIGNOR]

By: _____________________________
Title:

⁵	The reference to “Loans” in the table should be used only if the Credit Agreement provides for Term Loans.

⁶	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

⁷	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

C-1-3

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

ASSIGNEE[S] ⁸
[NAME OF ASSIGNEE]

By: _____________________________
Title:

[NAME OF ASSIGNEE]

By: _____________________________

Title:

[Consented to and] ⁹ Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By: _________________________________
Title:

[Consented to:] ¹⁰
[SHORTFIN SOLAR, LLC]

By: _________________________________
Title:

⁸	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

⁹	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹⁰	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

C-1-4

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

[___________________] ¹¹

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.03 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into

¹¹	Describe Credit Agreement at option of Administrative Agent.

C-1-5

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Law of the State of New York.

C-1-6

Form of Assignment and Assumption

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT C-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

[attached]

C-2-1

Form of Administrative Questionnaire

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT D

OPINION MATTERS

The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion:

· Section 5.01

· Section 5.02

· Section 5.03

·	Section 5.04

·	Section 5.08

·	Section 5.10(b)

D-1

Opinion Matters

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT E-1

Form of

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of March 31, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Shortfin Solar, LLC, a Delaware limited liability company (the “ Borrower ”), SolarCity Corporation, a Delaware corporation solely in its capacity as a limited guarantor (the “ Limited Guarantor ”), Bank of America, N.A., as the Administrative Agent (the “ Administrative Agent ”), the Collateral Agent (the “ Collateral Agent ”), and a Lender, and each other lender from time to time party thereto (each, a “ Lender ”).

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER]
By: _______________________
	Name: _______________________
	Title: ________________________

E-1-1

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Date: ________ __, 20[ ]

E-1-2

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT E-2

Form of

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20[ ]

E-2-1

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT E-3

Form of

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

E-3-1

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20[ ]

E-3-2

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT E-4

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

E-4-1

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER]
By: _______________________
	Name: ________________________
	Title: ________________________

Date: ________ __, 20[ ]

E-4-2

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

EXHIBIT F

ADVANCE MODELS

[Delivered separately]

F-1

U.S. Tax Compliance Certificate

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 1

ELIGIBILITY REPRESENTATIONS

1. Accuracy of System Information: The System Information for the System is complete, accurate, true and correct in all material respects and does not omit any necessary information that makes such entry misleading.

2. Form of Customer Agreement: The Customer Agreement signed by an obligor relating to such System (x) is substantially in one of the forms of Customer Agreements as delivered by or on behalf of Borrower to Administrative Agent prior to the Closing Date and (y) complies with and satisfies the following conditions:

Customer Agreement: The related Customer Agreement provides that an affiliate of Borrower agrees to design, procure and install and maintain and repair PV Systems (subject to force majeure exceptions) at the property specified in such Customer Agreement for no charge (other than any fees related to activation, removal and reinstallation of the system, or other fees as set forth in the form of Customer Agreements as delivered by or on behalf of Borrower to Administrative Agent other than for power purchases or lease payments) over the term of the contract, and the Host Customer agrees to purchase electric energy produced by such Systems or lease such Systems.

Modification to Customer Agreement: The terms of the related Customer Agreement have not been amended, waived, extended, or modified in any material respect since the “Inspection Date” of the System, except, in the case of a residential Customer Agreement, in compliance with SolarCity’s Credit Underwriting Policy and Collections Policy and in the case of a commercial or governmental Customer Agreement, in compliance with SolarCity’s Commercial Contract Negotiations and Modifications Policy.

c.	Host Customer Payments in U.S. Dollars: The related Host Customer is obligated per the terms of the related Customer Agreement to make payments in U.S. dollars to the counterparty of the related Customer Agreement.

d.	Host Customer: The related Host Customer satisfied SolarCity’s Credit Underwriting Policy at the time of origination.

e.	Host Customer FICO Score: The related residential Host Customer had a minimum FICO of [***] at the time of origination.

f.	W.A. FICO Score: The weighted average FICO score at the time of origination for all Eligible Systems related to residential Host Customers in all Subject Funds is at least [***].

g.	Absolute and Unconditional Obligation: The related Customer Agreement is by its terms an absolute and unconditional obligation of the Host Customer to pay for electricity generated and delivered or will be generated and delivered by the

Appendix 1 - 1 Shortfin Credit Agreement – Appendices

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related PV System to such Host Customer after the related PV System has received permission to operate from the local utility in writing or in such other form as is customarily given by such local utility (“ PTO ”), and such payment obligations under the related Customer Agreement do not provide for offset for any reason including non-payment or non-performance under any customer warranty agreement or performance guaranty provided to the applicable Host Customer; provided , however , that [***].

h.	Non-cancelable: The related Customer Agreement is non-cancelable by its terms after the start of installation of the System.

Governing Law of Customer Agreement: The related Customer Agreement is governed by the laws of a state of the United States and was not originated in, nor is it subject to the laws of, any jurisdiction, the laws of which would make unlawful the sale, transfer or assignment of the related Customer Agreement under the applicable Project Document.

j.	Indemnity Provisions: The related Customer Agreement does not add or remove any indemnity or contingent liability provisions from the applicable form that would reasonably be expected to have a material negative impact on the Borrower’s cash flows.

[***].

3. Legal Compliance: The Customer Agreement and the origination thereof and the installation of the related System, in each case, was in compliance in all material respects with applicable federal, state and local laws and regulations (including all consumer protection laws) at the time such Customer Agreement was originated and executed and such System was installed.

4. Legal, Valid and Binding Agreement: The related Customer Agreement is legal, valid and binding on the related Host Customer, enforceable against such related Host Customer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

5. Full Force and Effect: With respect to the applicable Subject Fund counterparty, the related Customer Agreement is in full force and effect in accordance with its respective terms.

6. Ordinary Course of Business: The related Customer Agreement relates to the sale of power from or the leasing of a PV System originated in the ordinary course of business of an affiliate of Borrower.

7. System: The related PV System was properly delivered to and installed for the related Host Customer in good repair, without defect, and in satisfactory order. The related Host Customer has accepted the related PV System, and the PV System is an Inspected System or a

Appendix 1 - 2 Shortfin Credit Agreement – Appendices

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PTO System. The solar photovoltaic panels and inverters with respect to the related PV System were (a) manufactured by a vendor that, if applicable, is on the list of approved vendors under the applicable Project Documents corresponding to such Subject Fund or (b) if the applicable Subject Fund does not contain an approved manufacturer list, were manufactured by an Approved Manufacturer.

8. Project States: The PV System is located in a state or locality that is approved in Project Documents corresponding to the applicable Subject Fund.

9. No Condemnation: No condemnation is pending or, to Borrower’s knowledge, threatened with respect to the PV System, or any portion thereof material to the ownership or operation of the PV System, and no unrepaired casualty exists with respect to the PV System or any portion thereof material to the ownership or operation of the PV System or the sale of electricity therefrom.

10. No Defaults or Terminations: The related Customer Agreement is not in default and the related System is not a Terminated System or Defaulted System. Furthermore, the Host Customer associated with the related Customer Agreement is not a Host Customer for any other Customer Agreement that was originated, acquired and/or serviced by an Affiliate of Borrower that would meet the definition of a Defaulted System.

11. No Delinquencies: The related PV System has not been turned off due to a Host Customer delinquency.

12. Warranties: All manufacturer warranties relating to the related Customer Agreement and the related PV System are in full force and effect and can be enforced by the owner or lessee of such PV System, as applicable (other than with respect to those manufacturer warranties that are no longer being honored by the relevant manufacturer with respect to all customers generally).

13. Covered Assets: Upon Placement in Service, certain maintenance and administrative services associated with such PV System shall be covered in accordance with the applicable servicing arrangement for such Subject Fund and the standards set forth in the Project Documents.

14. Liens: Such PV System and the related Customer Agreement have been assigned to and are owned by the Lessor Partnership or Partnership, to which the Managing Member has an Equity Interest, free and clear of all liens and encumbrances, except for liens permitted under the applicable Project Documents of the applicable Subject Fund, as applicable.

15. Fixture Filings: Prior to Placement in Service, an affiliate of the Borrower has filed a precautionary fixture filing in respect of the related System or such other similar filing as may be required by applicable Law including pursuant to Cal. Pub. Util. Code §§ 2868-2869; provided , however , that (a) certain of such filings may be released from time-to-time in order to assist the applicable Host Customer in a pending refinancing of such Host Customer’s mortgage loan or sale of home, (b) such filings may not have been filed or maintained in a manner that would provide priority under applicable law over an encumbrance or owner of the real property

Appendix 1 - 3 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

subject to the filing, (c) no fixture filings have been made with respect to fully prepaid Systems and (d) fixture filings may not have been made on Systems located on military property.

16. Insurance: (i) If the applicable Subject Fund is a Partnership Flip Structure, the PV System is insured as specified under the applicable Project Documents and (ii) if the applicable Subject Fund is a Partnership Lease Pass Through Structure, neither the Borrower nor the Lessor Partnership, as applicable, is aware of a breach of Lessee’s covenant to insure the PV System pursuant to the terms of the applicable Project Documents.

17. Maximum Remaining Term: For any Residential System, the original term of the related Customer Agreement does not exceed [***] months, and for any Commercial System, the original term of the related Customer Agreement does not exceed [***] months.

18. Maximum Annual Escalator: For any Residential System, the annual escalator of the related Customer Agreement does not exceed [***]%, and for any Commercial System, the annual escalator of the related Customer Agreement does not exceed [***]%.

19. No Adverse Selection: No selection procedures reasonably believed by the Borrower to be adverse to the Lenders were utilized in selecting the Subject Funds, Systems and the related Customer Agreements.

20. No Defenses Asserted: The related Customer Agreement has not been satisfied, subordinated or rescinded and no lawsuit is pending with respect to such Customer Agreement.

21. Delivery of Customer Agreements and Other Documentation: The related Customer Agreement and any amendments or modifications have been converted into an electronic form (an “ Electronic Copy ”) and the related original Customer Agreement and any amendments or modifications have been destroyed on or before the later of (x) the Borrowing Date or (y) 30 days after the System receives PTO, in compliance with SolarCity’s document storage policies (which include exceptions for preservation of originals where the local utility or governmental authority requires such preservation). An Electronic Copy is being maintained by the Maintenance Services Provider on behalf of the related Investor and such Electronic Copy is a true and complete copy of such original Customer Agreement and any amendments or modifications thereto. Each original Customer Agreement in the form of a “Lease Agreement” that has been retained by SolarCity as Maintenance Services Provider in a custodial capacity in compliance with such exception to its document storage policies has been labeled on or before the Closing Date to indicate that such Lease Agreement was transferred to the Investor.

22. Payment Terms of Customer Agreement: Except as otherwise permitted in the related Customer Agreement, the related Customer Agreement provides that the Host Customer thereunder is required to make periodic “Host Customer Payments”, which are due and payable on a monthly basis, during the term of the related Customer Agreement.

23. PBI Payments:

a.	All applications, forms and other filings required to be submitted in connection with the procurement of performance based incentives (“ PBI ”) payments have been properly made, or will be or are in the process of being made, in all material

Appendix 1 - 4 Shortfin Credit Agreement – Appendices

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respects under applicable law, rules and regulations and the related PBI obligor is in the process of approving or has provided a written reservation approval (which may be in the form of electronic mail from the related PBI obligor) for the payment of PBI payments.

All conditions to the payment of PBI payments by the related PBI obligor have been satisfied or approved or will be in the process of being satisfied or approved, as applicable, and the PBI obligor’s payment obligation will be or is an absolute and unconditional obligation of the PBI obligor that is not subject to offset for any reason.

If final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, interconnection agreements and REC purchase agreements, each, a “ Performance Based Incentive Agreement ”) are required by the laws, rules or regulations governing the obligations of the PBI obligor to pay the PBI payments, to the Borrower’s Knowledge, such Performance Based Incentive Agreement is, or will be, as applicable, the legal valid and binding payment obligation of the PBI obligor, enforceable against such PBI obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity).

Appendix 1 - 5 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 2

TAX EQUITY STRUCTURES, PARTNERSHIPS, LESSOR PARTNERSHIPS, SUBJECT FUNDS, MANAGING MEMBERS, FUNDED SUBSIDIARIES, LESSEES, CASH SWEEP DESIGNATIONS AND INVESTORS


		Tax Equity Structure	Partnership / Lessor Partnership (Subject Fund)	Partnership Managing Member / Lessor Partnership Managing Member (Borrower Subsidiary Party)	Funded Subsidiaries (Subject Fund and Managing Member)	Lessee	Cash-Sweep Fund or Non-Cash Sweep Fund	Investors
1.	[***]	[***]	[***]	[***]	· [***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]	· [***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]	· [***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]	· [***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]	· [***]	[***]	[***]	[***]

Appendix 2 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 3

PROJECT DOCUMENTS

1.	[***] Subject Fund

·	Limited Liability Company Agreement of [*], dated as of [], by and between [**] and [On File with Administrative Agent]

·	Amended and Restated Limited Liability Company Agreement of [***], dated as of March 31, 2015, by Shortfin Solar, LLC.

·	Maintenance Services Agreement, dated as of [*], by and between SolarCity and [*].

·	Master Development, EPC & Purchase Agreement, dated as of [*], by and between SolarCity and [*].

·	Administrative Services Agreement, dated as of [*], by and between SolarCity and [*].

2.	[***] Subject Fund

·	Limited Liability Company Agreement of [*], dated as of [], by and between []and [*]

·	Amended and Restated Limited Liability Company Agreement of [***], dated as of March 31, 2015, by Shortfin Solar, LLC.

·	Maintenance Services Agreement, dated as of [*], by and between SolarCity and [*].

·	Master Development, EPC & Purchase Agreement, dated as of [*], by and between SolarCity and [*].

·	Guaranty, dated as of [*], from SolarCity in favor of [] and [**]

·	Guaranty, dated as of [*], from [On File with Administrative Agent] in favor of [*].

·	Asset Management Agreement, dated as of [*], by and between SolarCity and [*].

3.	[***] Subject Fund

·	Master Lease, dated as of [*], by and between [] and [**].

Appendix 3 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

·	Equity Capital Contribution Agreement, dated as of [*], by and among SolarCity, [] and [**].

·	Amendment to Equity Capital Contribution Agreement, dated as of [*] (to add [*] as a Project State).

·	Operating Agreement of [*], dated as of [], by and between [] and [*].

·	Operating Agreement of [*], dated as of [], by and among [On File with Administrative Agent], [] and [*].

·	Amended and Restated Operating Agreement of [***] dated as of March 31, 2015, by Shortfin Solar, LLC.

·	Pass-Through Agreement, dated as of [*], by and between [] and [**].

·	Guaranty, dated as of [*], from SolarCity in favor of [On File with Administrative Agent], [] and [**].

4.	[***] Subject Fund

·	Master Lease, dated as of [*], by and between [] and [**].

·	Equity Capital Contribution Agreement, dated as of [*], by and among SolarCity, [] and [**].

·	Amendment to Equity Capital Contribution Agreement, dated as of [*] (to add [] as a Project State) by and among SolarCity, [] and [*].

·	Operating Agreement of [*], dated as of [], by and between [] and [*].

·	Operating Agreement of [*], dated as of [], by and between [On File with Administrative Agent] and [**].

·	Amended and Restated Operating Agreement of [***] dated as of March 31, 2015, by Shortfin Solar, LLC.

·	Pass-Through Agreement, dated as of [*], by and between [] and [**].

·	Guaranty, dated as of [*], from SolarCity in favor of [On File with Administrative Agent]and [*].

5.	[***] Subject Fund

·	Limited Liability Company Agreement of [*], dated as of [], by and between [] and [*].

Appendix 3 - 2 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

·	Amended and Restated Limited Liability Company Agreement of [***], dated as of March 31, 2015, by Shortfin Solar, LLC.

·	Maintenance Services Agreement, dated as of [*], by and between SolarCity and [*].

·	Master Development, EPC & Purchase Agreement, dated as of [*], by and between SolarCity and [*].

·	Administrative Services Agreement, dated as of [*], by and between SolarCity and [*].

·	Guaranty, dated as of [*], by SolarCity in favor of [*].

·	Guaranty, dated as of [*], by [On File with Administrative Agent], in favor of [*].

Appendix 3 - 3 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 4

SYSTEM INFORMATION

The following information with respect to each System is the “ System Information ”:

(a)	the applicable Subject Fund;

(b)	SolarWorks ID number;

(c)	type of agreement (i.e., power purchase agreement or lease agreement);

(d)	Host Customer (i) account reference number(s), and (ii) city, state and zip code;

(e)	Sub-Limit 1 Flag, Binary indicator of "1" if customer has FICO less than [***], as applicable;

(f)	Sub-Limit 2 Flag, Binary indicator of "1" if customer has FICO less than [***], as applicable;

(g)	Sub-Limit 3 Flag, Binary indicator of "1" if system has been Inspected, but not yet received PTO, as applicable

(h)	PV System size;

(i)	the Project State in which such System is located;

(j)	projected PTO dates (in respect of Inspected Systems) and actual PTO dates (in respect of PTO Systems);

(k)	date such System became an Inspected System or PTO System, as applicable;

(l)	whether the applicable Customer Agreement provides for any form of prepayment and a description thereof;

(m)	term of the applicable Customer Agreement; and

(n)

Utility.

Appendix 4 - 1 Shortfin Credit Agreement – Appendices

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APPENDIX 5

TAX EQUITY REPRESENTATIONS

(a) The Managing Member (i) has entered into only one tax equity transaction, namely the applicable Tax Equity Structure, and has entered into no agreements other than the related Project Documents and (ii) owns no assets other than (x) its Equity Interests in the Subject Fund related to such Tax Equity Structure as set forth on Appendix 2 and (y) its contractual rights arising from the Project Documents related to such Tax Equity Structure. Each of the Project Documents for such Managing Member and Subject Fund is listed on Appendix 3 . Copies of all Project Documents as currently in effect have been delivered via electronic dataroom to the Administrative Agent by the Borrower. Each Project Document to which the Funded Subsidiary is a party is a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Project Documents to which a Funded Subsidiary is a party has been amended or modified since the effective date of such Project Document other than as set forth on Appendix 3 or permitted by Section 7.09(a) . No Subject Fund is party to any material contract, agreement or other undertaking except the Project Documents and any other contract, agreement or undertaking previously disclosed in writing to the Administrative Agent.

(b) Each Project Document to which the Funded Subsidiary is a party is a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Project Documents to which the Funded Subsidiary is a party has been amended or modified since the effective date of such Project Document other than as set forth on Appendix 3 or permitted by Section 7.09(a) . To the knowledge of the Managing Member, all Project Documents with respect to such Subject Fund are in full force and effect and no material breach, default or event of default has occurred and is continuing thereunder or in connection therewith, except in either case to the extent that such breach, default or event of default could not reasonably be expected to have a Material Adverse Effect or that could have a material adverse effect on the Funded Systems or any Subject Fund or on the legality, validity or enforceability of the operating agreement of a Partnership or Lessor Partnership in a Subject Fund, the master lease in a Subject Fund, the EPC, master purchase agreement or equity capital contribution agreement in a Subject Fund or any guaranty agreement by SolarCity in favor of an Investor or other party with respect to a Subject Fund.

(c) Neither the Managing Member nor the Subject Fund has incurred any Debt or other obligations or liabilities, direct or contingent other than (i) with respect to the Managing Member, (x) the Debt and other obligations and liabilities arising under the Financing Documents and (y) contingent indemnification obligations and loans required to be made to the Subject Fund, in each case under clause (y) , under the Project Documents, (ii) with respect to the Subject Fund, the Debt and other obligations and liabilities (including for Taxes) arising under or

Appendix 5 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

in relation to the Project Documents or (iii) Debt in accordance with Section 7.02 of the Credit Agreement and otherwise in connection with Permitted Liens. No claim with respect to the contingent indemnification obligations of the Managing Member under any Project Document has been asserted on or prior to the date hereof and remains outstanding.

(d) No loan to the Subject Fund required or permitted to be made under the Project Documents has been made and remains outstanding, except loans required to be made under a Project Document that have been disclosed in writing to the Administrative Agent and the Lenders or that otherwise constitute Debt in accordance with Section 7.02 of the Credit Agreement. All preferred return payments required to be made on or prior to such date pursuant to the Subject Fund operating agreement(s) have been made.

(e) Neither the Managing Member nor the Subject Fund is in breach or default under or with respect to any contractual obligation for or with respect to any outstanding amount or amounts payable under such contractual obligation that equals or exceeds $[***] individually or $[***] in the aggregate.

(f) Neither the Managing Member nor the Subject Fund has conducted any business other than the business contemplated by the Project Documents applicable to such Managing Member and the Subject Fund.

(g) The Managing Member has not been removed as Managing Member under the Subject Fund operating agreement(s) nor has the Managing Member given or received notice of an action, claim or threat of removal nor, to the knowledge of the Managing Member, do any grounds for removal exist.

(h) No event has occurred under the Subject Fund operating agreement(s) that would allow the Investor or another member to remove, or give notice of removal, of the Managing Member.

(i) No event or circumstance occurred and is continuing that has resulted or could reasonably be expected to result in or trigger any limitation, reduction, suspension or other restriction on distributions or other periodic payments to the Managing Member or the Subject Fund under the applicable Project Documents (any such event or circumstance, a “ Cash-Sweep Event ”). For the avoidance of doubt, “ Cash-Sweep Event ” shall not include any insolation-, customer default-, or serial defect-related events or circumstances, or other events or circumstances, that are not specifically addressed in the applicable Project Documents as limiting, reducing, suspending or otherwise restricting distributions or other periodic payments to the Managing Member or the Subject Fund.

(j) There are no actions, suits, proceedings, claims or disputes pending or, to the Borrower’s Knowledge, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Subject Fund, the Managing Member or against either of their properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or that could have a material adverse effect on the Funded Systems owned by the Subject Fund or the Subject Fund or on the legality, validity or enforceability of any of the Loan Documents, the operating agreement of the Subject

Appendix 5 - 2 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Fund, the master lease in the Subject Fund, the EPC, master purchase agreement or equity capital contribution agreement in the Subject Fund or any guaranty agreement by SolarCity in favor of an Investor or other party with respect to the Subject Fund.

(k) No notice or action challenging the tax structure, tax basis validity, tax characterization or tax-related legal compliance of the Subject Fund or the tax benefits associated with the Subject Fund is ongoing or has been resolved in a manner materially adverse to the Subject Fund or Managing Member or, to the Borrower’s Knowledge, the Investor or any other member.

(l) The only holders of Equity Interests in each Subject Fund are (i) the applicable Managing Member and (ii) either an Investor or a Lessee and, except as expressly set forth in each Subject Fund’s operating agreement, (A) there are no outstanding Equity Interests with respect to such Subject Fund and (B) there are no outstanding obligations of any Subject Fund to repurchase, redeem, or otherwise acquire any membership or other equity interests in such Subject Fund or to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of such Subject Fund. The class or classes of membership interests that each Subject Fund is authorized to issue and has issued are expressly set forth in its operating agreement.

(m) With respect to [***], the Loans made under this Agreement are a “Qualifying Class B Borrowing” as defined in LLC Agreement for [***].

(n) The Subject Fund has filed, or has caused to be filed with the appropriate tax authority, all federal, State and local tax returns that it is required to file and has paid or has caused to be paid all taxes it is required to pay to the extent due; provided , however , that the Subject Fund may contest in good faith any such taxes and, in such event, may permit the taxes so contested to remain unpaid during any period, including appeals, when the Subject Fund is in good faith contesting the same, so long as such contest is pursued in accordance with the requirements of each applicable Project Document. There is no action, suit, proceeding, investigation, audit or claim now pending by a taxing authority regarding any taxes relating to the Subject Fund that could, if made, individually or in the aggregate have a Material Adverse Effect or that could have a material adverse effect on the Subject Fund.

(o) The Borrower has delivered to the Administrative Agent the most recent financial statements (including the notes thereto) prepared in respect of each Subject Fund pursuant to the requirements of such Subject Fund’s Organizational Documents, and such financial statements (if any) (a) fairly present in all material respects the financial condition of such Subject Fund as of the date thereof and (b) have been prepared in accordance with the requirements of such Subject Fund’s Organizational Documents. Such financial statements and notes thereto disclose all direct or contingent material liabilities of such Subject Fund as of the dates thereof, including liabilities for taxes, material commitments and Debt.

(p) Except to the extent a Tax Equity Required Consent is obtained in respect of a Subject Fund, the limited liability company agreement of the Subject Fund permits the pledge by the Borrower of its Equity Interest in the Managing Manager to the Collateral Agent pursuant to the Security Agreement, and the pledge by the Member of its Equity Interest in the Borrower to

Appendix 5 - 3 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

the Collateral Agent pursuant to the Pledge Agreement, in each case without any prior written consent or approval of the Investor or Lessee, as applicable. With respect to each Partnership Lease Pass Through Structure, the Collateral Agent may exercise remedies in respect of its security interest in the Equity Interest of the Borrower or in the Equity Interest of the applicable Lessor Managing Member, including foreclosure and transfer thereof in lieu of foreclosure, in each case without any prior written consent or approval of any Lessee or the application of any other conditions. With respect to each Partnership Flip Structure, the Collateral Agent may exercise remedies in respect of its security interest in the Equity Interest of the Borrower or in the Equity Interest of the applicable Partnership Managing Member, including foreclosure and transfer thereof in lieu of foreclosure, on the terms and subject to the conditions (if any) expressly set forth in the limited liability company agreement of the applicable Subject Fund (or, in the case of the [***] Subject Fund only, as set forth in the Tax Equity Required Consent delivered by the Investor in such Subject Fund).

Appendix 5 - 4 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 6

APPROVED MANUFACTURERS

Panels

[***]

Inverters

[***]

Appendix 6 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 7

[RESERVED]

Appendix 7 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

APPENDIX 8

TAX EQUITY STRUCTURE CHARACTERISTICS

Part I – Partnership Flip Structure

1.	Borrower or an affiliate shall have formed a limited liability company (the “ Subject Fund” ) that has been formed for the sole purpose of owning PV Systems that have been leased to or are producing power for sale to host customers (the “ Systems ”).

2.	The Limited Liability Company Agreement of the Subject Fund (the “ LLCA ”) provides for two classes of limited liability company interests – for purposes of this Part I, “ SolarCity Units ” and “ Investor Units .”

3.	The LLCA provides that the Subject Fund will make no election to be treated other than as a partnership for federal tax purposes.

A wholly owned subsidiary of the Borrower owns the SolarCity Units (as holder thereof, the “ SolarCity Member ”) and the tax equity investor (the “ Investor ”) owns the Investor Units (as holder thereof, the “ Investor Member ”). The SolarCity Member and the Investor Member are collectively referred to herein as the “ Members .”

5.	SolarCity Member has been appointed as the initial managing member of the Subject Fund (in such capacity, the “ Manager ”).

Manager is solely responsible for the management of the Systems (other than with respect to the obligations of any third party the Subject Fund has engaged to provide maintenance services in respect of the PV Systems) and the Subject Fund subject to certain customary approval rights of the Investor Member. The Subject Fund shall be prohibited from incurring any indebtedness above a limit specified in the Subject Fund operating agreement without the Investor Member’s consent and from incurring or granting or suffering to exist any liens on its assets other than such liens in the ordinary course of such business that are customarily permitted without the Investor Member’s consent.

7.	The Manager is required to manage the Subject Fund in accordance with prudent industry standards or subject to the fiduciary duties of care and loyalty.

8.	The Subject Fund has acquired each System pursuant to an agreement (the “ EPC Contract ”) with an affiliate of the Borrower (the “ Seller ”).

9.	Cash available for distribution to the Members will be distributed at least quarterly (or annually with respect to certain items) in accordance with an agreed upon priority, subject to customary exceptions (including end of year true-up and curative flip allocations).

10.	After certain criteria have been satisfied, the SolarCity Member will have the option to purchase all of the Investor Units from the Investor Member for a stated amount or

Appendix 8 - 1 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

pursuant to an agreed methodology (which may include a purchase price equal to the greater of (x) [***] or (y) [***]).

11.	[Reserved].

12.	The LLCA may not be amended without the written consent of each Member.

13.	SolarCity Member’s obligation to indemnify the Investor Member, if any, will be limited to customary indemnities for breach of the LLCA or bad acts, standard tax indemnities (but not structure or tax ownership) and [*]. [*].

14.	No provision in the LLCA would require or cause the SolarCity Member to forfeit, transfer or otherwise divest itself of such Member’s economic interest in the Subject Fund or would under any circumstance revise or otherwise modify any rights associated with the SolarCity Units, other than [***].

15.	The Project Documents require the Managing Member to appoint and maintain an operations and maintenance provider for each System.

16.

The LLCA identifies fixed tax assumptions regarding the treatment of the Subject Fund as a partnership, tax ownership of the Systems, depreciation, allocations of income and loss, and economic substance and requires that the Investor Member’s return be calculated in accordance with the fixed tax assumptions and that tax returns be prepared in accordance with the fixed tax assumptions.

17.	The Subject Fund is not a Cash Sweep Fund unless identified as such on Appendix 2 .

Part II – Partnership Lease Pass Through Structure

Borrower or an affiliate has formed two limited liability companies, one for the sole purpose of owning PV Systems that have been leased to or are producing power for sale to Host Customers pursuant to Customer Agreements (the “ Systems ”) (such entity, the “ Subject Fund ”) and one for the sole purpose of leasing the Systems from the Owner and managing the Systems (the “ Master Tenant ”).

2.	The Limited Liability Company Agreement of the Subject Fund (the “ Subject Fund LLCA ”) provides for two classes of limited liability company interests – for purposes of this Part II, “ Subject Fund Class A Units ” and “ Subject Fund Class B Units .”

3.	The LLCA provides that the Subject Fund will make no election to be treated other than as a partnership for federal tax purposes.

A wholly owned subsidiary of the Borrower owns the Subject Fund Class A Units (as holder thereof, the “ Subject Fund Class A Member ”) and the Master Tenant (as holder thereof, the “ Subject Fund Class B Member ”) owns the Subject Fund Class B Units. The Class A Member and the Class B Member are collectively referred to herein as the “Subject Fund Members.”

Appendix 8 - 2 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A wholly owned subsidiary of SolarCity owns the Class A Units of the Master Tenant (as holder thereof, the “ Master Tenant Class A Member ”) and the tax equity investor(s) (collectively, the “ Investor ”) owns the Class B Units of the Master Tenant (as holder thereof, the “ Master Tenant Class B Member ”). The Master Tenant Class A Member and the Master Tenant Class B Member are collectively referred to herein as the “ Master Tenant Members .”

6.	The Subject Fund Class A Member has been appointed as the initial managing member of the Subject Fund (in such capacity, the “ Subject Fund Manager ”).

7.	Master Tenant Class A Member has been appointed as the initial managing member of the Master Tenant (in such capacity, the “ Master Tenant Manager ”).

Master Tenant Manager is solely responsible for the management of the Systems and the Master Tenant subject to certain customary approval rights of the Master Tenant Class B Member(s). Subject Fund Manager is solely responsible for the management of the Owner subject to certain customary approval rights of the Subject Fund Class B Member, which also requires the approval of the Master Tenant Class B Member.

The Subject Fund is prohibited from incurring any indebtedness above a limit specified in the Subject Fund LLCA without the Subject Fund Class B Member’s consent and from incurring or granting or suffering to exist any liens on its assets other than ordinary course liens that are customarily permitted.

10.	Aside from specially allocated items, profits, losses and deductions are generally allocated between the Subject Fund Members in proportion to their respective percentages interests as set forth in the Subject Fund LLCA.

11.	The Subject Fund LLCA provides a standard of care that requires the Subject Fund Manager to manage the Subject Fund in accordance with prudent industry standards or to at all times act in good faith and in the best interests of the Subject Fund.

12.

Subject Fund has acquired each System pursuant to an agreement (the “ ECCA ”) with an affiliate of the Borrower (the “ Seller ”). Each System was acquired prior to it receiving permission to operate. Master Tenant has leased each System from Subject Fund pursuant to a lease agreement (the “ Master Lease ”). A portion of the rent or power payments paid to the Master Tenant by the host customers is used to pay rent to Subject Fund on a quarterly basis under the Master Lease.

13.	Cash available for distribution to the Subject Fund Members will be distributed at least quarterly (or annually with respect to certain items) in accordance with the agreed upon priority in the Subject Fund LLCA. Subject Fund has elected to pass through the ITC benefits to Master Tenant.

14.	The Subject Fund LLCA may not be amended without the written consent of each Subject Fund Member.

Appendix 8 - 3 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

15.	Subject Fund Class A Member’s obligation to indemnify the Subject Fund Class B Member, if any, will be limited to customary indemnities for breach of the Subject Fund LLCA or bad acts, standard tax indemnities (but not structure or tax ownership) and [*]. [*].

16.

No provision in the Subject Fund LLCA would require or cause the Subject Fund Class A Member to forfeit, transfer or otherwise divest itself of such Member’s economic interest in the Subject Fund or would under any circumstance revise or otherwise modify any rights associated with the Subject Fund Class A Units, [***].

17.	The Subject Fund is not a Cash Sweep Fund unless identified as such on Appendix 2 .

Appendix 8 - 4 Shortfin Credit Agreement – Appendices

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Lyndon R. Rive, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of SolarCity Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Lyndon R. Rive

Lyndon R. Rive

Chief Executive Officer

(Principal Executive Officer)

Date: May 6, 2015

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Brad W. Buss, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of SolarCity Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Brad W. Buss

Brad W. Buss

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: May 6, 2015

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Lyndon R. Rive, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of SolarCity Corporation for the quarterly period ended March 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SolarCity Corporation.

Date: May 6 , 2015

/s/ Lyndon R. Rive
Lyndon R. Rive
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Brad W. Buss, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of SolarCity Corporation for the quarterly period ended March 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SolarCity Corporation.

Date: May 6 , 2015

/s/ Brad W. Buss
Brad W. Buss
Chief Financial Officer
(Principal Financial Officer)