spwr-20240214
0000867773SUNPOWER CORPfalse00008677732024-02-142024-02-14


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2024
 
SunPower Corporation
(Exact name of registrant as specified in its charter)
 
001-34166
(Commission File Number)
 
Delaware94-3008969
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)

880 Harbour Way South, Suite 600, Richmond, California 94804
(Address of principal executive offices, with zip code)

(408) 240-5500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, $0.001 par value per shareSPWRThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 1.01
Entry into a Material Definitive Agreement.

Fourth Amendment to First Lien Credit Agreement

On February 14, 2024, SunPower Corporation (“SunPower” or the “Company”) entered into the Fourth Amendment Agreement (the “Fourth Amendment”), amending that certain Credit Agreement, dated as of September 12, 2022, as amended by the First Amendment to Credit Agreement, dated as of January 26, 2023, as amended by the Amendment and Waiver to Credit Agreement, dated as of December 8, 2023 (the “Second Amendment”), as amended by the Third Amendment Agreement, dated as of January 31, 2024 (as so amended and as otherwise amended, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), by and among the Company, certain of its subsidiaries as guarantors, the lenders and L/C issuers party thereto, and Bank of America, N.A., as administrative agent.

The Fourth Amendment provides for, among other things, (i) permission for the Company to enter into the Second Lien Credit Agreement (as defined below), (ii) the cashless roll of all $45 million of Second Amendment Revolving Loans (as defined in the Second Amendment) with all accrued and unpaid interest into Tranche 1 Second Lien Loans (as defined below), which Second Amendment Revolving Loans will simultaneously be terminated under the First Lien Credit Agreement and reextended pursuant to the commitments under the Second Lien Credit Agreement,(iii) the amendment of certain financial covenants set out thereunder, requiring (w) First Lien Secured Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 6.00:1.00 for the test period ending on or about March 31, 2025, 5.50:1.00 for the test period ending on or about June 30, 2025, 5.00:1.00 for the test periods ending on or about September 30, 2025 through September 30, 2026 and 4.50:1.00 for the test period ending December 31, 2026 and thereafter, (x) Consolidated Interest Coverage Ratio (as defined in the First Lien Credit Agreement) not to be less than 1.00:1.00 for the test period ending on or about March 31, 2025, 1.25:1.00 for the test period ending on or about June 30, 2025, 1.50:1.00 for the test period ending on or about September 30, 2025 through September 30, 2026 and 1.75:1.00 for the test period ending on or about December 31, 2026 and thereafter, (y) Consolidated Asset Coverage Ratio (as defined in the First Lien Credit Agreement) not to be less than 1.00:1.00 for the test period ending on or about March 31, 2025, 1.25:1.00 for the test period ending on or about June 30, 2025 and 1.50:1.00 for the test period ending on or about September 30, 2025 and thereafter and (z) Liquidity (as defined in the First Lien Credit Agreement) not to be less than $20,000,000 for the test period ending March 31, 2024, $30,000,000 for the test periods ending June 30, 2024 and September 30, 2024, $50,000,000 for the test period ending December 31, 2024 and $70,000,000 for the test period ending March 31, 2025 and thereafter (paragraphs (w), (x), (y) and (z) immediately above, collectively, the “Financial Covenants”) and (iv) an extension of the maturity date to the fifth anniversary of the effective date of the Fourth Amendment (the “First Lien Maturity Date”). If certain subordinated, junior lien or unsecured indebtedness is incurred that has a maturity date or weighted average life to maturity earlier than that of the Revolving Loans or Term Loans, the First Lien Maturity Date shall spring forward to 91 days prior to the maturity date of such indebtedness or date that would result in the weighted average life to maturity of the Revolving Facility or Term Loans, as applicable, being shorter than that of such indebtedness (or, if the maturity date of the Term Loan Facility (as defined below) springs forward, to 91 days prior to the new maturity date of the Term Loan Facility). The First Lien Secured Net Leverage Ratio, Consolidated Interest Coverage Ratio and the Consolidated Asset Coverage Ratio are not tested until the fiscal quarter ending March 31, 2025.

As a condition precedent to effectiveness of the Fourth Amendment, the Company and its subsidiaries entered into certain amendments, consents and waivers in respect of certain financings, including tax equity financings, entered into by subsidiaries of SunPower, including (i) the Fifth Amendment and Waiver to the Loan and Security Agreement, dated June 30, 2022 (as amended, the “Atlas Credit Agreement”) by and among, inter alios, SPWR RIC Borrower 2022-1, LLC (the “Subsidiary”), Atlas Securitized Products Holdings, L.P., as administrative agent and Computershare Trust Company, National Association, as paying agent, in order to, among other things, permanently waive certain defaults which were previously temporarily waived under the Atlas Credit Agreement as previously disclosed by the Company (the “Atlas Fifth Amendment”) and (ii) amendments, consents and waivers with respect to certain subsidiary financing agreements (including tax equity financing agreements) and related documentation, in order to, among other things, waive certain defaults or other triggered events.

As previously disclosed on December 11, 2023, the Company entered into the Second Amendment whereby, among other things, a temporary waiver of existing and certain anticipated defaults and events of default under the First Lien Credit Agreement, relating to the breach of a financial covenant and a reporting covenant (collectively, the “Defaults”), were granted. The Fourth Amendment provides for the permanent waiver of such Defaults.

The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, copies of which are filed as Exhibit 10.1 and incorporated herein by reference.




Second Lien Credit Agreement

On February 14, 2024, the Company entered into a Second Lien Credit Agreement with certain of its subsidiaries as guarantors party thereto, the lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas, LLC, as Collateral Agent (the “Second Lien Credit Agreement”). Capitalized terms used but not defined in this section shall have the meanings given to such terms in the Second Lien Credit Agreement.

The Second Lien Credit Agreement consists of an approximately $175 million term loan facility (“Term Loan Facility”) comprised of a $125 million tranche (“Tranche 1 Second Lien Loans”) that was borrowed on the closing date (including the cashless roll of $45 million of the Second Amendment Revolving Loans plus accrued and unpaid interest on such loans into Tranche 1 Second Lien Loans as described above). A second tranche of $50 million of loans (“Tranche 2 Second Lien Loans”) is available to be borrowed upon the satisfaction of certain conditions, including the delivery of a business plan with respect to the use of proceeds of such loans that is satisfactory to the lenders under the Second Lien Credit Agreement. The loans provided under the Second Lien Credit Agreement will mature 91 days after the First Lien Maturity Date. Each borrowing of Tranche 2 Second Lien Loans will be in a principal amount of $10,000,000 or a whole multiple of $10,000,000 in excess thereof. In connection with each $10,000,000 principal amount borrowing of Tranche 2 Second Lien Loans, Borrower shall issue to Sol Holding, LLC, for no additional consideration, a Second Tranche Warrant (as such term is defined below) exercisable for 6,680,423 Second Tranche Warrant Shares (as such term is defined below), subject to Borrower’s Stockholder Approval (as such term is defined in the Warrant). For the avoidance of doubt, the Second Tranche Warrant Shares underlying all such Second Tranche Warrants must not exceed 33,402,112 Second Tranche Warrant Shares.

SunPower expects to use the proceeds of the Term Loan Facility (i) with respect to Tranche 1 Second Lien Loans, to pay fees, expenses and transaction costs, to make capital contributions to certain joint ventures and general corporate and working capital purposes and (ii) with respect to Tranche 2 Second Lien Loans, for general corporate and working capital purposes, subject to the limitations and requirements in the Second Lien Credit Agreement.

SunPower is the sole borrower under the Second Lien Credit Agreement. The obligations under the Second Lien Credit Agreement are guaranteed by certain of its direct and indirect wholly owned domestic subsidiaries and are secured by a pledge of all of the Company’s and such subsidiary guarantors’ assets (such pledge is subordinated to the liens pursuant to the First Lien Credit Agreement), subject to customary limitations and exclusions. The security interests are evidenced by a pledge and security agreement with GLAS Americas, LLC, in its capacity as Collateral Agent, and other related agreements.

The interest rate for borrowings under the Term Loan Facility is (i) 13.00% if paying interest in cash and (ii) 15.00% if paying interest in-kind.

To the extent permitted under the First Lien Credit Agreement and related documents, the Second Lien Credit Agreement requires mandatory prepayments from the net proceeds of specified types of asset sales (subject to certain reinvestment rights), debt issuances and insurance recoveries (subject to certain reinvestment rights).

The Second Lien Credit Agreement contains affirmative and negative covenants customarily applicable to second lien credit facilities, including restricting the Company’s ability to incur additional indebtedness; create liens or guarantee obligations; enter into sale-leaseback transactions; merge, liquidate or dispose of assets; make acquisitions or other investments; enter into hedging agreements; pay dividends and make other distributions and engage in transactions with affiliates. Under the Second Lien Credit Agreement, SunPower and its subsidiaries may not invest cash or property in, or loan to, SunPower’s Unrestricted Subsidiaries in amounts exceeding the limitations set forth in the Second Lien Credit Agreement. In addition, under the Second Lien Credit Agreement, SunPower must maintain the Financial Covenants, as described above.

The Second Lien Credit Agreement contains customary representations and warranties and events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross defaults and an event of default upon a change of control of SunPower. These representations and warranties and events of default are subject to customary baskets, thresholds and exceptions. If an event of default occurs and is not cured within any applicable grace period or is not waived, the agent on behalf of the lenders would be entitled to take various actions, including accelerating amounts due under the outstanding Second Lien Credit Agreement. If the indebtedness under the Second Lien Credit Agreement were accelerated, SunPower and the subsidiaries guaranteeing the indebtedness might not have sufficient funds to pay such indebtedness. In such event the lenders would be entitled to enforce their security interests.

The Second Lien Credit Agreement contains substantially similar conditions precedent as the Fourth Amendment with respect to the requirement for the Company and its subsidiaries to obtain the various amendments, consents and waivers to the subsidiary financing facilities as described above.

The foregoing description of the Second Lien Credit Agreement is qualified in its entirety by reference to the full text of the Second Lien Credit Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.




Warrants to Purchase Common Stock

In connection with the Second Lien Credit Agreement, the Company agreed to issue to Sol Holding, LLC (the “Warrantholder”) warrants to purchase up to approximately 75.2 million shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), consisting of two tranches: (i) the first tranche (the “First Tranche Warrant”) consisting of a warrant exercisable for 41,752,640 shares of Common Stock (the “First Tranche Warrant Shares”) and (ii) the second tranche (the “Second Tranche Warrants” and together with the Frist Tranche Warrant, the “Warrants”) consisting of additional warrants exercisable for an aggregate of 33,402,112 shares of Common Stock (the “Second Tranche Warrant Shares” and together with the First Tranche Warrant Shares, the “Warrant Shares”). The Warrants are exercisable in whole or in part for Warrant Shares at an exercise price of $0.01 per share and expire on the tenth anniversary of issuance. The Warrantholder may pay the exercise price in cash or elect to exercise the Warrants on a “cashless” basis. Capitalized terms used but not defined in this section shall have the meanings given to such terms in the Form of Warrant.

If, after the date of the issuance of the Warrants, the Company issues shares of Common Stock, other than in an Excluded Issuance, at a price that is less than 92.5% of the 10-day VWAP of the Common Stock as of the date of the first public announcement of such issuance, or, if there is no such public announcement, the date of a binding agreement regarding such issuance, then the number of shares of Common Stock that the Warrantholder will be entitled to purchase on exercise of the Warrants will be adjusted upward pursuant to an anti-dilution formula set forth in the Warrants.

In the event of a Successor Entity Transaction, the Successor Entity of the Company shall, among other conditions, assume in writing all of the obligations under the Warrants, including the agreement to deliver to the Warrantholder a security of the Successor Entity substantially similar in form and substance to the Warrants, which, among other things, is exercisable for the appropriate number of shares of capital stock of the Successor Entity.

Upon the occurrence of an Organic Change, the Company is required to make appropriate provision to ensure that the Warrantholder will be entitled to receive, upon exercise of the Warrants after the Organic Change, the kind and amount of stock, securities and/or assets of the Company or the Successor Entity, as the case may be, that the Warrantholder would have been entitled to receive if the shares underlying the Warrants were outstanding immediately prior to the Organic Change.

In connection with an Event of Default, the Company may be required, at the election of the Warrantholder, to either (a) purchase the Warrants for a cash amount equal to the Black-Scholes Value of the unexercised portion of the Warrants or (b) permit the exercise of the Warrants pursuant to a Cashless Default Exercise for a number of shares of Common Stock with a value equal to the Black-Scholes Value of the unexercised portion of the Warrants.

On February 14, 2024, the Company received executed written consents from stockholders constituting the holders of the Company’s outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted approving the issuance of all shares of Common Stock issuable upon exercise of the First Tranche Warrant exceeding 19.99% of the number of shares of Common Stock outstanding as of that date (the “19.99% Cap”), the transactions contemplated by the Form of Warrant, the issuance of the Second Tranche Warrants and the underlying Second Tranche Warrant Shares. The Warrantholder may not exercise the Warrants to the extent that the number of shares of Common Stock to be issued to the Warrantholder upon such exercise would exceed 19.99% of the number of shares of Common Stock outstanding as of the date of the Warrant, until the twentieth calendar day following the mailing of the Information Statement (as defined below).

The foregoing description of the Warrants is qualified in its entirety by reference to the full text of the form of the Warrant, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Registration Rights Agreement

In connection with the Second Lien Credit Agreement and the issuance of the Warrants, on February 14, 2024, the Company also entered into a registration rights agreement with Sol Holding, LLC (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 or such other form as required (a “Registration Statement”) on or prior to the date that is five (5) business days following the date on which the Company files its Annual Report on Form 10-K for the fiscal year ended January 1, 2024, to register for resale the Warrant Shares issuable upon the exercise of the Warrants. The Registration Rights Agreement also requires the Company to pay certain penalties in the event that the Registration Statement is not declared effective by the SEC by the aforementioned deadline. Capitalized terms used but not defined in this section shall have the meanings given to such terms in the Registration Rights Agreement.

The Company will pay certain expenses of the parties incurred in connection with the exercise of their rights under the Registration Rights Agreement, and indemnify them for certain securities law matters in connection with any registration statement. The Registration Rights Agreement also grants the Warrantholder the right to register the Warrant Shares and/or include in an underwritten offering when either the Company or another holder of equity securities initiates a registration and/or



underwritten offering. Finally, the Warrantholder has the right to request that the Company update any effective Registration Statement to accommodate any underwritten offering of the Warrant Shares in excess of $5 million, subject to certain conditions.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Amended and Restated Affiliation Agreement

In connection with the Second Lien Credit Agreement and the issuance of the Warrants, on February 14, 2024 (the “Effective Date”), the Company and Sol Holding, LLC (the “Investor”) entered into that certain Amended and Restated Affiliation Agreement (the “A&R Affiliation Agreement”), which governs the relationship between the Company and the Investor. Capitalized terms used but not defined in this section shall have the meanings given to such terms in the A&R Affiliation Agreement.

The A&R Affiliation Agreement amends and restates the terms of the previously-disclosed Affiliation Agreement, dated as of April 28, 2011 (as amended on each of June 7, 2011, December 23, 2011, February 28, 2012, August 10, 2012, April 19, 2021 and October 29, 2021, the “Affiliation Agreement”), between the Company and TotalEnergies Solar INTL SAS, formerly known as Total Gas & Power USA, SAS, and its affiliates, to, among other things, (i) reflect the novation of the Affiliation Agreement from TotalEnergies Solar INTL SAS to the Investor, (ii) remove outdated and obsolete terms, (iii) carveout the issuance of the Warrants, including the exercise thereof and issuance of Common Stock thereunder, and the Company securities held by acquirors of the Investor Group members, from the calculation of the Applicable Standstill Limit, (iv) simplify the notices required in connection with the Investor Group’s rights to maintain its percentage ownership and (v) amend the Investor’s board representation rights.

The A&R Affiliation Agreement further provides that, during the Standstill Period, no member of the Investor Group shall:

effect or seek any transaction that would result in the Investor Group beneficially owning shares in excess of 70% of the lower of (i) the then outstanding voting stock of the Company or (ii) the then outstanding Total Current Voting Power of the Company then in effect;

take any action which would or would reasonably be expected to require the Company to make a public announcement regarding a transaction that results in the Investor Group beneficially owning shares in excess of 70% of the lower of (i) the then outstanding voting stock of the Company or (ii) the then outstanding Total Current Voting Power of the Company then in effect;

request the Company or Company’s directors who are independent for stock exchange listing purposes and not an Investor Director or officers or employees of the Company (such persons, the “Disinterested Directors”), to, directly or indirectly, amend or waive any of the standstill restrictions applicable to the Investor Group; or

enter into any discussions with any third party regarding any of the foregoing.

The Standstill Period will end upon:

a change in control of the Company;

the first time that the Investor Group beneficially owns less than 15% of the outstanding voting power of the Company;

certain breaches of the A&R Affiliation Agreement by the Company;

at a time that the Investor Group has reduced its ownership level below specified thresholds, the commencement of a tender offer to acquire the Company by a third party (provided that the Standstill Period may be reinstated upon withdrawal of such third-party tender offer and certain other events); or

the termination of the A&R Affiliation Agreement pursuant to its terms.

The issuance of the Warrants, including the exercise thereof for Common Stock, will not violate the above restrictions or require notice to the Company during the Standstill Period.




During the Standstill Period, no member of the Investor Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to the Company’s board of directors (the “Board”).

The Investor Group has a right to maintain its percentage ownership in connection with any new securities issued by the Company unless the Investor Group at any time owns less than 40% of the outstanding voting power of the Company. Subject to the standstill limits described above, the Investor Group may also purchase shares on the open market or in private transactions with disinterested stockholders. Generally, the loss of certain rights under the A&R Affiliation Agreement based on the Investor Group’s ownership percentage in the Company is subject to a nine-month “grace period,” during which the Investor Group may acquire more shares to stay above the applicable ownership percentage.

With respect to the Investor Group’s board representation rights under the A&R Affiliation Agreement, the Board agreed to take all action necessary so that the Board will be comprised of either 11 or nine directors, dependent on whether the Board desires to separate the roles of Chief Executive Officer and Chairman of the Board.

If the Board separates the roles of Chief Executive Officer and Chairman, then the Board shall consist of 11 directors designated as follows:

(i)the Chief Executive Officer of the Company;

(ii)a Chairman;

(iii)the number of Directors who (a) are or have been designated for such positions by the Investor Group under the A&R Affiliation Agreement, (b) are officers or employees of TotalEnergies SE or its subsidiaries, other than the Company and its subsidiaries, or (c) are officers or employees of GIP III Sol Acquisition LLC or its subsidiaries, other than the Company and its subsidiaries (each, an “Investor Director”, and collectively, the “Investor Directors”) determined as follows:

(A)until the first time that the Investor Group owns or is deemed to own less than 50% of the Total Current Voting Power of the Company then in effect, six Investor Directors;
(B)upon the first time that the Investor Group owns or is deemed to own less than 50% but not less than 40% of the Total Current Voting Power of the Company then in effect, five Investor Directors;
(C)upon the first time that the Investor Group owns or is deemed to own less than 40% but not less than 30% of the Total Current Voting Power of the Company then in effect, four Investor Directors;
(D)upon the first time that the Investor Group owns or is deemed to own less than 30% but not less than 20% of the Total Current Voting Power of the Company then in effect, three Investor Directors; and
(E)upon the first time that the Investor Group owns or is deemed to own less than 20% but not less than 10% of the Total Current Voting Power of the Company then in effect, two Investor Directors.

(iv)the number of Directors who are “independent directors” within the meaning of Rule 5605(a)(2) and the listing standards of Nasdaq and not Investor Directors (“Disinterested Directors”) necessary as to fill any vacancies in a Board consisting of 11 directors resulting from reductions in the number of Investor Directors designated in accordance with clause (iii) above, such that there will be three Disinterested Directors so long as the Investor Group owns at least 50% of the Total Current Voting Power of the Company then in effect.

If the Board does not separate the roles of Chief Executive Officer and Chairman, then the Board shall consist of nine directors designated as follows:

(i)the Chief Executive Officer of the Company, who shall serve as Chairman;

(ii)the number of Investor Directors determined as follows:

(A)until the first time that the Investor Group owns or is deemed to own less than 50% of the Total Current Voting Power of the Company then in effect, five Investor Directors;
(B)upon the first time that the Investor Group owns or is deemed to own less than 50% but not less than 40% of the Total Current Voting Power of the Company then in effect, four Investor Directors;
(C)upon the first time that the Investor Group owns or is deemed to own less than 40% but not less than 30% of the Total Current Voting Power of the Company then in effect, three Investor Directors;
(D)upon the first time that the Investor Group owns or is deemed to own less than 30% but not less than 20% of the Total Current Voting Power of the Company then in effect, two Investor Directors; and
(E)upon the first time that the Investor Group owns or is deemed to own less than 20% but not less than 10% of the Total Current Voting Power of the Company then in effect, one Investor Director.




(iii)the number of Disinterested Directors necessary as to fill any vacancies in a Board consisting of nine directors resulting from reductions in the number of Investor Directors designated in accordance with clause (ii) above, such that there will be three Disinterested Directors so long as the Investor Group owns at least 50% of the Total Current Voting Power of the Company then in effect.

The Investor Group has the right to cause a Disinterested Director to resign from the Board if the Board decides to combine the roles of Chief Executive Officer and Chairman of the Board in order for the Board composition to be consistent with the composition described above.

So long as Investor Directors serve as members of the Board, such Investor Directors will be allocated across the three classes that comprise the Board’s staggered terms for reelection in as equal an allocation as is practicable.

Until the first time that the Investor Group owns 40% or less of the outstanding voting power of the Company, the Company may not effect any of the following without first obtaining the approval of the Investor Group:

any amendment to the Company’s certificate of incorporation or bylaws;

an acquisition by the Company where the aggregate net present value of the consideration paid or to be paid exceeds 10% of the Company’s market capitalization;

a disposition by the Company where the aggregate net present value of the consideration received or to be received exceeds 10% of the Company’s market capitalization;

the adoption of any shareholder rights plan or certain changes to the Company’s shareholder rights plan;

except for the incurrence of certain permitted indebtedness, the incurrence of additional indebtedness in excess of a specified debt amount that is based on the Company’s trailing twelve-month financial performance;

subject to certain exceptions, any voluntary dissolution or liquidation of the Company or any company that it controls;

any voluntary bankruptcy filing by the Company or any company that it controls or the failure to oppose any other person’s bankruptcy filing or action to appoint a receiver of the Company or any company that it controls; or

any repurchase of Company Common Stock, except in connection with the Company’s equity plan.

Until the first time that the Investor Group beneficially owns less than 15% of the outstanding voting power of the Company, neither the Company nor the Board is permitted to adopt any shareholder rights plan that would have specified adverse effects on the Investor Group or a transferee of 40% of the voting power of the Company from a member of the Investor Group in accordance with the provisions of the A&R Affiliation Agreement, without the approval of the Investor Group.

Additionally, for so long as the Investor Group owns or is deemed to own at least 30% of the Total Current Voting Power of the Company then in effect:

the Audit Committee of the Board will be comprised of three Disinterested Directors;

the Compensation Committee of the Board will be comprised of two Disinterested Directors and two Investor Directors;

the Nominating and Governance Committee of the Board will be comprised of two Disinterested Directors and two Investor Directors; and

any other standing or ad hoc committee of the Board will be comprised of two Disinterested Directors and two Investor Directors;




provided that, an Investor Director will not be included in the membership of any such committee, the sole purpose of which is to consider any transaction for which there exists an actual conflict of interest between any member of the Investor Group, on the one hand, and the Company or its Affiliates, on the other hand, in the reasonable judgment of the Disinterested Directors.

The Investor Group also has the right to designate up to four board observers to attend all meetings of the Board and each committee of the Board until the first time that the Investor Group owns or is deemed to own less than 10% of the Total Current Voting Power of the Company then in effect and to the extent the Investor Group is not then entitled to membership of an Investor Director on such committee.

At any time when the Investor Group owns at least 30% of the outstanding voting power of the Company, neither the Investor Group nor the Company may effect any of the following without first obtaining the approval of a majority of the Disinterested Directors:

any amendment to the Company’s bylaws or certificate of incorporation;

any transaction that, in the reasonable judgment of the Disinterested Directors, involves an actual conflict of interest between the Investor Group, on the one hand, and the Company and its affiliates, on the other hand;

the adoption of any shareholder purchase rights plan or the amendment;

except as provided above, the commencement of any tender offer or exchange offer by the Investor Group for shares of the Company or securities convertible into shares of the Company, or the approval of a merger of the Company or any company that it controls with a member of the Investor Group;

any voluntary dissolution or liquidation of the Company or any company that it controls;

any voluntary bankruptcy filing by the Company or any company that it controls or the failure to oppose any other person’s bankruptcy filing or action to appoint a receiver of the Company or any company that it controls;

any delegation of all or a portion of the authority of the Board to any committee of the Board;

any amendment, modification or waiver of any provision of the A&R Affiliation Agreement;

any modification of director’s and officer’s insurance coverage; or

any reduction in the compensation of the Disinterested Directors.

The foregoing description of the A&R Affiliation Agreement is qualified in its entirety by reference to the full text of the A&R Affiliation Agreement, a copy of which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Second Lien Credit Agreement is incorporated herein by reference.

Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, on December 6, 2023, the Company became aware of a breach of certain financial reporting covenants under the Atlas Credit Agreement. On December 22, 2023, the Subsidiary entered into the Fourth Amendment and Temporary Waiver to the Atlas Credit Agreement, which, among other things, provided for a temporary waiver of these events of default and other related matters. As previously disclosed, these waivers were subsequently extended through February 16, 2024.




The Atlas Fifth Amendment provides for, among other things, (i) a permanent waiver of these events of defaults and other related matters and (ii) an extension of the maturity date from December 18, 2024 to August [18], 2025, subject to extension to June [18], 2026 if certain conditions are met, including payment of an extension fee.

Item 3.02
Unregistered Sale of Equity Securities.
The information contained above in Item 1.01 relating to the Warrants is hereby incorporated by reference into this Item 3.02. Such Warrants were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder as transactions not involving a public offering, in reliance upon the following facts: no general solicitation was used in the offer or sale of such securities; the recipients of the securities had adequate access to information about the Company; each recipient of such securities represented its acquisition thereof as principal for its own account and its lack of any arrangements or understandings regarding the distribution of such securities; each recipient of such securities represented its capability of evaluating the merits of an investment in the Company’s securities due to its knowledge, sophistication and experience in business and financial matters; and such securities were issued as restricted securities with restricted legends referring to the Securities Act. No such securities may be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements. No statement in this document or the attached exhibits is an offer to purchase or sell or a solicitation of an offer to sell or buy the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 3.03
Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the A&R Affiliation Agreement is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

On February 14, 2024, the Company received executed written consents from stockholders constituting the holders of the Company’s outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted approving the issuance of all shares of Common Stock issuable upon exercise of the First Tranche Warrant exceeding the 19.99% Cap, the transactions contemplated by the Form of Warrant, the issuance of the Second Tranche Warrants (as defined in the Form of Warrant) and the underlying Second Tranche Warrant Shares (as defined in the Form of Warrant). Pursuant to rules adopted by the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”), a Schedule 14C Information Statement will be filed with the SEC as soon as practicable and mailed to the holders of Common Stock (the “Information Statement”).

Item 7.01
Regulation FD.

On February 14, 2024, the Company issued a press release announcing the transactions described herein. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the press release incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Caution Regarding Forward-Looking Statements

Certain of the statements contained in this current report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and the assumptions underlying such statements. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “potential,” “will,” “would,” “should,” and similar expressions to identify forward-looking statements. Forward-looking statements in this report include, but are not limited to, our expected plans for the use of proceeds, our ability to comply with debt covenants and our ability to repay our obligations as they come due. These forward-looking statements are based on information available to us as of the date of this



report and our current expectations, forecasts, and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part I, Item 1A, “Risk Factors,” and elsewhere in our annual report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC. Please see these and our other filings with the SEC for additional information on risks and uncertainties that could cause actual results to differ. These forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.
Description
10.1
10.2
10.3
10.4
10.5
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SUNPOWER CORPORATION
February 15, 2024By:
/S/ ELIZABETH EBY
Name:
Elizabeth Eby
Title:
Executive Vice President and
Chief Financial Officer



Document
Exhibit 10.1

FOURTH AMENDMENT AGREEMENT
THIS FOURTH AMENDMENT AGREEMENT, dated as of February 13, 2024 (this “Amendment”), by and among the undersigned Lenders and L/C Issuers, SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and the Swingline Lender.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of September 12, 2022 (as amended by the First Amendment, dated as of January 26, 2023, as amended by the Amendment and Waiver to Credit Agreement, dated as of December 8, 2023, as modified by the Extension Agreement, dated as of January 18, 2024, as modified by the Waiver Agreement, dated as of January 30, 2024 (the “Waiver Agreement”), as modified by the Extension Agreement, dated as of January 31, 2024, as amended by the Third Amendment Agreement, dated as of January 31, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to giving effect to this Amendment, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), by and among the Borrower, the Subsidiary Guarantors, the Lenders and the L/C Issuers party thereto from time to time, the Administrative Agent and Collateral Agent;
WHEREAS, the Borrower intends to enter into a Second Lien Credit Agreement (as defined in the Amended Credit Agreement);
WHEREAS, in connection with the Borrower entering into the Second Lien Credit Agreement, the outstanding Second Amendment Revolving Loans (as defined in the Existing Credit Agreement) will be converted into loans under the Second Lien Credit Agreement and shall no longer be outstanding as Second Amendment Revolving Loans hereunder, the Second Amendment Revolving Commitments (as defined in the Existing Credit Agreement) will be terminated and the Second Amendment Revolving Lender (the “Exiting Second Amendment Revolving Lender”) shall no longer be a party to the Amended Credit Agreement;
WHEREAS, the Lenders agreed to temporarily waive the Waived Defaults (as defined in the Second Amendment) upon entry into the Second Amendment;
WHEREAS, the Lenders agreed to temporarily waive the Permitted Variance Breach (as defined in the Waiver Amendment) and any Default or Event of Default arising solely therefrom (the “Waived Variance Defaults”) upon entry into the Waiver Agreement;
WHEREAS, the Borrower has requested that the Lenders permanently waive the Waived Defaults and the Waived Variance Defaults, occurring on or prior to the date hereof;
WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended and the Lenders party hereto, constituting all of the Lenders, agree to amend the Existing Credit Agreement, subject to the conditions and limitations set forth in this Amendment;









NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
1.Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of construction specified in Sections 1.02 through 1.08 of the Amended Credit Agreement also apply to this Amendment, mutatis mutandis, as if fully set forth herein.
2.Waiver. Effective as of and from the Commencement Time (as defined in the Second Amendment), the Administrative Agent and the Lenders hereby agree to permanently waive the Waived Defaults and the Waived Variance Defaults.
3.Amendments to the Existing Credit Agreement.
(a)Each of the parties hereto agrees that, on and as of the Amendment Effective Date (as defined below), the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text), to add the double- underlined text (indicated textually in the same manner as the following example: double-under- lined text), and to move the green text (indicated textually in the same manner as the following examples: moved text and moved text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.
(b)Each of the parties hereto agrees that, on and as of the Amendment Effective Date, Exhibit H to the Existing Credit Agreement shall be amended and restated in its entirety as set forth in Exhibit B attached hereto.
(c)Each of the parties hereto agrees that, on and as of the Amendment Effective Date, Schedule 1.01(b) to the Existing Credit Agreement shall be amended and restated in its entirety as set forth in Schedule I attached hereto.
(d)Each of the parties hereto agrees that, on and as of the Amendment Effective Date, Schedule 5.15 to the Existing Credit Agreement shall be amended and restated in its entirety as set forth in Schedule 5.15 attached hereto.
(e)Each of the parties hereto agrees that, on and as of the Amendment Effective Date, Schedule 7.02(b) hereto is added to the Existing Credit Agreement as Schedule 7.02(b) thereto.
(f)Each of the parties hereto agrees that, on and as of the Amendment Effective Date, Schedule 7.05A hereto is added to the Existing Credit Agreement as Schedule 7.05A thereto.
(g)Each of the Parties hereto agree, on and as of the Amendment Effective Date the “Initial Revolving Loans” as defined in the Existing Credit Agreement in effect immediately prior to the effectiveness of this Amendment shall constitute the “Revolving Loans”.
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(h)Each of the Parties hereto agree, on and as of the Amendment Effective Date the “Initial Revolving Commitments” as defined in the Existing Credit Agreement in effect immedi- ately prior to the effectiveness of the Amendment shall constitute the “Revolving Commitments”.
4.Second Amendment Revolving Loans. The Exiting Second Amendment Revolving Lender hereby agrees that upon the issuance to it on the Amendment Effective Date of Second Lien Loans in a principal amount of $45,463,390.39, all obligations in respect of the outstanding principal amount of Second Amendment Revolving Loans held by it shall be satisfied. The Exiting Second Amendment Revolving Lender hereby authorizes the Administrative Agent to update the register accordingly.
5.Representations and Warranties. By its execution of this Amendment, each Loan Party hereby represents and warrants that, as of the date hereof:
(a)each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment and the Amended Credit Agreement;
(b)this Amendment when delivered hereunder will have been, duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against each Loan Party that is party hereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law;
(c)the execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (x) any indenture, agreement or other instrument evidencing Material Indebtedness that is binding upon the Loan Parties or any of their respective properties or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Applicable Law, except, in each case (other than with respect to clause (i) above), to the extent that any of the foregoing would not reasonably be expected to have a Material Adverse Effect; and
(d)after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in Article V of the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects (other than representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date (it being understood that any representation or warranty made with respect to any information contained on any Schedule to any Loan Document shall be made as if such representation or warranty was specifically limited to the Closing Date).

3



6.Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions (the first date on which all such conditions are satisfied, the “Amendment Effective Date”):
(a)Execution of this Amendment and Intercreditor Agreement. The Administrative Agent shall have received duly executed counterparts of (i) this Amendment from the Administrative Agent, the Lenders constituting all of the Lenders, the Borrower and each other Loan Party and (ii) the Second Lien Intercreditor Agreement from the Collateral Agent, the GLAS Americas, LLC, as collateral agent under the Second Lien Credit Agreement, and acknowledged by the Borrower and each other Loan Party.
(b)Payment of Fees and Expenses. The Borrower shall have paid (or caused to be paid), to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, all costs, fees and expenses of the Administrative Agent (including, without limitation, legal fees and expenses) to the extent required to be paid by the Borrower pursuant to Section 11.04(a) of the Amended Credit Agreement.
(c)No Default or Event of Default. As of the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and no “default” or “event of default” (or analogous term) shall have occurred and be continuing in respect of any financing, including any non-recourse financing of receivables, that provides liquidity to the Borrower or any of its Restricted Subsidiaries.
(d)Legal Opinion. The Administrative Agent shall have received dated as of the Amendment Effective Date a favorable written opinion of Kirkland & Ellis LLP, as counsel to the Loan Parties addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent.
(e)Representations and Warranties. The representations and warranties set forth in Section 5 hereof shall be true and correct on and as of the Amendment Effective Date in all material respects.
(f)Second Lien Credit Agreement. The Administrative Agent shall have received duly executed counterparts of the Second Lien Credit Agreement and the Second Lien Credit Agreement shall become effective and shall have funded a minimum of $80,000,000 to the Borrower substantially concurrently with this Amendment.
(g)Juniper Financing. Except as otherwise agree by the Lenders, the applicable Juniper Financing Entities shall have obtained investment committee approvals with respect to the Juniper Financing.
(h)Second Amendment Revolving Loans. Substantially concurrently with the effectiveness of this Amendment, the Second Amendment Revolving Loans shall be converted into loans under the Second Lien Credit Agreement and the Second Amendment Revolving Loans shall have been deemed to have been repaid, discharged and satisfied and all obligations with respect thereto terminated pursuant to Section 4 of this Amendment.
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(i)Availability of Other Facilities. Amendments and waivers in form and substance satisfactory to the Administrative Agent shall have been entered into in connection with each of the non-recourse-financings set forth in Schedule II attached hereto and the Administrative Agent shall have received evidence that such financings are available to be drawn in accordance with their terms.
(j)Business Plan. The Administrative Agent shall have received that certain business plan prepared by Alvarez & Marsal North America, LLC, and delivered to the Administrative Agent on January 2, 2024.
7.Reaffirmations.
(a)Each Loan Party, subject to the terms and limits contained in the Amended Credit Agreement and in the other Loan Documents, reaffirms its Guaranty of the Guaranteed Obligations (including all such Guaranteed Obligations as amended, reaffirmed and/or increased pursuant to this Amendment) pursuant to the Amended Credit Agreement. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.
(b)Each Loan Party hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent provided thereunder, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to the Amended Credit Agreement) in accordance with the terms thereof, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under the applicable Collateral in accordance with the terms thereof and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Loan Document to which it is a party.
8.Release.
(a)In consideration of the agreements of the Administrative Agent, the Lenders, L/C Issuers and the Swingline Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Borrower, each other Loan Party and any of their Related Parties, on behalf of themselves and their successors and assigns (collectively, the “Releasors”), hereby absolutely, unconditionally and irrevocably re- leases, remises and forever discharges the Administrative Agent, the Lenders, the L/C Issuers and the Swingline Lender, and their successors and assigns, and their present and former Related Par- ties (in each case, solely in their capacities as or in their duties as a Related Party of the Adminis- trative Agent, Lender, L/C Issuer and/or Swingline Lender, as applicable, collectively, the “Re- leasees”), of and from all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every
5


name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Amended Credit Agreement, any of the other Loan Documents, this Amendment or transactions thereunder or related thereto which arises at any time on or prior to the date of this Amendment. For the avoidance of doubt, nothing in this Section 8 shall release or relieve any party from claims or obligations related to actions taken in any capacity other than as Administrative Agent, Lender, L/C Issuer and/or Swingline Lender, or in performing their duties as a Related Party thereof.
(b)Each Releasor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c)Each Releasor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

9.Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except in accordance with Section 11.01 of the Amended Credit Agreement.
10.Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.
11.Effect of the Amendment. On and after the Amendment Effective Date, (a) each reference to the “Credit Agreement” in any Loan Document shall be deemed to be a reference to the Amended Credit Agreement, (b) the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, mean the Amended Credit Agreement and
(c) this Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. Except as expressly provided in this Amendment, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of the Existing Credit Agreement.
12.GOVERNING LAW; JURISDICTION AND WAIVER OF JURY TRIAL. THE PROVISIONS OF SECTIONS 11.14 AND 11.15 OF THE AMENDED CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF.

6



13.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment 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. Without limiting the foregoing provisions of this Section 13, if and to the extent that the enforceability of any provisions in this Amendment relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuers or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
14.Electronic Execution; Electronic Records; Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each other party hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by it pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification and (b) upon the request of the Administrative Agent, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the

7



meanings assigned to them, respectively, by 15 DSC §7006, as it may be amended from time to time.
15.Exiting Lenders. For the avoidance of doubt, the Exiting Second Amendment Revolving Lender is executing this Amendment solely in its capacity as the Exiting Second Amendment Revolving Lender.
[Remainder of page intentionally left blank]
8


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
BANK OF AMERICA, N.A., as the Administrative Agent


By:     s/ Christine Trotter
Name: Christine Trotter
Title: Vice President

[Signature Page to Fourth Amendment]



BANK OF AMERICA, N.A., as a Lender, the Swingline Lender and a L/C Issuer


By:     /s/ Cameron D. Taylor
Name: Cameron D. Taylor
Title: Senior Vice President

[Signature Page to Fourth Amendment]



BMO BANK, N.A., as a Lender and a L/C Issuer


By:     /s/ David Check
Name: David Check
Title: Managing Director

[Signature Page to Fourth Amendment]



CITIBANK, N.A., as a Lender and a L/C Issuer the Exiting Second Amendment Revolving Lender


By:     /s/ Derrick Lenz
Name: Derrick Lenz
Title: Authorized Signatory
[Signature Page to Fourth Amendment]



JPMORGAN CHASE BANK, N.A., as a Lender and a L/C Issuer


By:     /s/ Jason R. Williams
Name: Jason R. Williams
Title: Authorized Officer
[Signature Page to Fourth Amendment]



SOL HOLDING, LLC., as the Existing Second Amendment Revolving Lender


By:     /s/ Emmanuel Barrois
Name: Emmanuel Barrois
Title: Manger
[Signature Page to Fourth Amendment]


BORROWER:

SUNPOWER CORPORATION


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Executive Vice President, Chief Financial Officer and Authorized Officer

[Signature Page to Fourth Amendment]



SUBSIDIARY GUARANTORS:

SUNPOWER NORTH AMERICA, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Chief Executive Officer, President and Authorized Officer


SUNPOWER CORPORATION, SYSTEMS

By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Authorized Officer


FALCON ACQUISITION HOLDCO, INC.


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Director and Authorized Officer


BLUE RAVEN SOLAR HOLDINGS, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Manager and Authorized Officer

BLUE RAVEN SOLAR, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Manager and Authorized Officer

[Signature Page to Fourth Amendment]



BRS FIELD OPS, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Manager and Authorized Officer


SUNPOWER CAPITAL, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Authorized Officer


SUNPOWER CAPITAL SERVICES, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Authorized Officer


SUNPOWER HOLDCO, LLC


By:     /s/ Elizabeth Eby
Name: Elizabeth Eby
Title: Chief Financial Officer, Treasurer and Authorized Officer
[Signature Page to Fourth Amendment]


EXHIBIT A
[See attached]



EXHIBIT B
[See attached]



Schedule I
Schedule 1.01(b)

Revolving Commitments and Applicable Percentages

Initial Revolving Commitments

Lender
Initial Revolving Commit- ment
Applicable Percentage
Bank of America, N.A.
$50,000,000.0025%
BMO Bank N.A.
$50,000,000.0025%
Citibank, N.A.
$50,000,000.0025%
JPMorgan Chase Bank, N.A.
$50,000,000.0025%
Total$200,000,000.00100%



Schedule II
Amendments/Waivers to Non-Recourse Financings

1.Fifth Amendment and Waiver to Loan and Security Agreement, dated as of February 13, 2024, by and among SPWR RIC Borrower 2022-1, LLC, SunPower Corporation, the Lenders party thereto and Atlas Securitized Products Advisors Holdings, L.P.
2.Waiver and Amendment to Loan Purchase Agreement, dated as of February 12, 2024, by and among SunPower Capital Services, LLC, SPR Solar Funding Trust and SunPower Corporation.
3.Omnibus Waiver and Amendment, dated as of February 13, 2024, by and among Hannon Arm- strong Capital, LLC, Sunstrong Capital Lender, LLC, Sunstrong Capital Lender 6, LLC, HAT Ul- tralight Capital Lender, LLC, HAT Ultralight Capital Lender 2, LLC, HAT Terrier Capital Lender LLC, HASI Raven Capital Lender 1, LLC, HAT Dorado Capital Lender 1 LLC, SunPower Corpo- ration, Sunstrong Capital Acquisition, LLC, Sunstrong 2018-1 Mezzanine, LLC, Sunstrong Capital Acquisition OF, LLC, Sunstrong Capital Acquisition 3, LLC, Ultralight Mezzanine Borrower, LLC, Ultralight 2 Mezzanine Borrower, LLC, 8Point3 Solar Investco 3 Holdings, LLC, RLP 1 Mezzanine Borrower, LLC and Dorado 1 Mezzanine Borrower, LLC.
4.Waiver and Amendment to Revolving Credit and Security Agreement, dated as of February 12, 2024, by and among U.S. Bank Trust Company, National Association, Crédit Agricole Corporate and Investment Bank, Atlantic Asset Securitization LLC, RLP 1 Senior Borrower, LLC, SunPower Capital Services, LLC, RLP 1 Residential Solar, LLC and RLP 1 Senior Pledgor, LLC.
5.Consent to Loan Agreement, dated as of February 12, 2024, by and among Wells Fargo Bank, National Association, the lenders party thereto and Ultralight Residential Solar, LLC.
6.Consent to Loan Agreement, dated as of February 12, 2024, by and among Wells Fargo Bank, National Association, the lenders party thereto and Ultralight 2 Residential Solar, LLC.
7.Eighth Amendment to and Waiver under Credit Agreement, dated as of February 13, 2024, by and among Bank of America, N.A., Computershare Trust Company, National Association, Citibank, N.A., Dorado 1 Senior Borrower, LLC, Dorado 1 Senior Pledgor, LLC, Dorado 1 Class B Member, LLC, Dorado 2 Class B Member, LLC, Sunstrong Capital Holdings, LLC and Sunpower Capital Services, LLC.
8.First Amendment and Waiver to the Amended and Restated Limited Liability Company Agreement of Dorado 2 Residential Solar, LLC dated as of February 12, 2024, by and among Dorado 2 Class B Member, LLC and BAL Investment and Advisory, LLC.
9.Fourth Amendment and Waiver to the Amended and Restated Limited Liability Company Agree- ment of Dorado 1 Residential Solar, LLC dated as of February 12, 2024, by and among Dorado 1 Class B Member, LLC and BAL Investment and Advisory, LLC.
10.Fourth Amendment and Waiver to the Amended and Restated Limited Liability Company Agree- ment of Ultralight 2 Holdco, LLC dated as of February 12, 2024, by and among Ultralight 2 Holdco, LLC and BAL Investment and Advisory, LLC.
11.Second Amendment and Waiver to the Amended and Restated Limited Liability Company Agree- ment of Ultralight Holdco, LLC dated as of February 12, 2024, by and among Ultralight Holdco, LLC and BAL Investment and Advisory, LLC.



12.Second Amendment and Waiver to the Amended and Restated Limited Liability Company Agree- ment of Sunrise 3, LLC dated as of February 12, 2024, by and among Aton Solar Program, LLC and BAL Investment and Advisory, LLC.
13.Waiver to the Amended and Restated Limited Liability Company Agreement of Perpetual Sunshine Solar Program I, LLC dated as of February 12, 2024, by and among Perpetual Sunshine Solar Program I, LLC and JPM Capital Corporation.



Schedule 5.15
Subsidiaries

Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of
Ownership Interests
Percentage
of Ownership
Capital
SunPower North America, LLC
DelawareYesRestricted (Material)
SunPower Corporation
Member100%N/A
SunPower Corporation,
Systems
DelawareYesRestricted (Material)
SunPower Corporation
Shareholder100%
100 shares authorized; 100 shares issued and outstanding
Falcon Acquisition HoldCo, Inc.
DelawareYesRestricted (Material)
SunPower Corporation
Shareholder100%
100 shares authorized; 100 shares issued and outstanding
Blue Raven Solar Holdings, LLC
DelawareYes
Restricted
(Material)
Falcon Acquisition Holdco,
Inc.
Member100%N/A
Blue Raven Solar, LLC
UtahYesRestricted (Material)
Blue Raven Solar Holdings, LLC
Member100%N/A
BRS Field Ops, LLC
UtahYes
Restricted
(Material)
Blue Raven Solar Holdings,
LLC
Member100%N/A
SunPower Capital, LLC
DelawareYesRestricted (Material)
SunPower HoldCo, LLC
Member100%N/A
SunPower Capital Services, LLC
DelawareYes
Restricted
(Material)
SunPower HoldCo, LLC
Member100%N/A
SunPower HoldCo, LLC
DelawareYesRestricted (Material)
SunPower Corporation
Member100%N/A
Cogenra Solar, Inc.
DelawareNo
Restricted
(Immaterial)
SunPower Corporation
Shareholder100%
SolarBridge Technologies, Inc.
DelawareNoRestricted (Immaterial)
SunPower Corporation
Shareholder100%
SunPower Equity Holdings, LLC
DelawareNo
Restricted
(Immaterial)
SunPower Corporation
Member100%
SunPower Manufacturing Oregon, LLC
DelawareNoRestricted (Immaterial)
SunPower Corporation
Member100%
SunPower Technologies AssetCo Holdings, LLC
DelawareNo
Restricted
(Immaterial)
SunPower Corporation
Member100%
BRS Setter, LLC
UtahNoUnrestricted
Blue Raven Solar, LLC
Member100%
Shop Renewable Energy, LLC
DelawareNoUnrestricted
Blue Raven Solar, LLC
Member100%
BRS Field Ops Nevada, LLC
NevadaNoUnrestricted
BRS Field Ops, LLC
Member100%
Albatross Software, LLC
DelawareNoUnrestricted
Blue Raven Solar, LLC
Member35%
SunPower Systems Mexico S. de R.L. de C.V.
MexicoNoUnrestricted
SunPower Corporation; SunPower Corporation,
Systems
Stockholder
0.033%;
99.967%
GridVault DR1, LLC
DelawareNoUnrestricted
SunPower Corporation, Systems
Member100%




Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of Ownership Interests
Percentage of Ownership
Capital
Solar Star California I, LLC
DelawareNoUnrestricted
SunPower Corporation, Systems
Member100%
Solar Star Arizona VII, LLC
DelawareNoUnrestricted
SunPower Corporation, Systems
Member100%
SunPower Residential V, LLC
DelawareNoUnrestricted
SunPower Capital, LLC
Member100%
SunPower Residential VI, LLC
DelawareNoUnrestricted
SunPower Capital, LLC
Member100%
SunPower Residential VII, LLC
DelawareNoUnrestricted
SunPower Capital, LLC
Member100%
SunPower Electrical of New York, LLC
DelawareNoUnrestricted
SunPower Corporation, Systems
Member100%
SunPower FoundationCaliforniaNoUnrestricted
SunPower Corporation
Nonprofit public benefit corporation
100%
SunPower AssetCo, LLC
Delaware
SunPower HoldCo, LLC
Member100%
SPWR SunStrong Holdings, LLC
Delaware
SunPower HoldCo, LLC
Member100%
Solar Sail, LLCDelaware
SunPower HoldCo, LLC; SunStrong Capital Hold- ings, LLC
Member
49%; 2%
SunPower DevCo, LLC
Delaware
SunPower HoldCo, LLC
Member100%
SunPower Mortgage Corporation
Delaware
SunPower Capital Services, LLC
Member100%
SPWR RIC Depositor 2022-1, LLC
Delaware
SunPower Capital Services, LLC
Member100%
SPWR RIC Borrower 2022-1, LLC
Delaware
SPWR RIC Depositor 2022- 1, LLC
Member100%
GFS I Holding Company, LLC
Delaware
SunPower Capital Services, LLC
Class C Member
100% of Class C in-
terests
Golden Fields Solar I Parent, LLC
Delaware
GFS I Holding Company, LLC
Member100%
Golden Fields Solar I, LLC
Delaware
Golden Fields Solar I Par-
ent, LLC
Member100%
SSCA XLI Holding Company, LLC
Delaware
SunPower Capital Services, LLC
Class C Member
100% of
Class C in- terests
Solar Star California XLI Parent, LLCDelaware
SSCA XLI Holding Com- pany, LLC
Member100%
Solar Star California XLI, LLCDelaware
Solar Star California XLI Parent, LLC
Member100%




Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of Ownership Interests
Percentage of Ownership
Capital
Helix Fund I, LLC
Delaware
SunPower Capital Services, LLC
Class C Member
100% of Class C in-
terests
Helix Project I, LLC
Delaware
Helix Fund I, LLC
Member100%
Helix Project II, LLC
Delaware
Helix Fund I, LLC
Member100%
Helix Project III, LLC
Delaware
Helix Fund I, LLC
Member100%
NorthStar Macy’s Colorado, LLC
Delaware
Helix Fund I, LLC
Member100%
NorthStar Macy’s East Coast 2016, LLC
Delaware
Helix Fund I, LLC
Member100%
NorthStar Macy’s US West 2016, LLC
Delaware
Helix Fund I, LLC
Member100%
NorthStar Macy’s Illinois, LLC
Delaware
Helix Fund I, LLC
Member100%
NorthStar Macy’s Nevada, LLC
Delaware
Helix Fund I, LLC
Member100%
Total SunPower Energia S.A.
Chile
SunPower AssetCo, LLC
Shareholder50%
SGS Antelope Valley Development, LLC
Delaware
SunPower AssetCo, LLC
Member100%
JDA Overseas Holdings, LLC
Delaware
SunPower AssetCo, LLC
Member100%
SunPower Energy Systems Canada Corporation
Canada
JDA Overseas Holdings, LLC
Member100%
SunPower Philippines Ltd. - Regional Operating Headquarters
Cayman Islands
JDA Overseas Holdings, LLC
Member100%
Societe D’Exploitation de Centrales Photovolatiques 1
France
JDA Overseas Holdings, LLC
Shareholder50.10%
Vega Solar 1 S.A.P.I. de C.V.
Mexico
JDA Overseas Holdings, LLC; SunPower AssetCo, LLC
Shareholder
99%; 1%
Vega Solar 2 S.A.P.I. de C.V.
Mexico
JDA Overseas Holdings, LLC; SunPower AssetCo,
LLC
Shareholder
99%; 1%
Solar Sail Commercial Holdings, LLCDelaware
Solar Sail, LLC; SunPower AssetCo, LLC
Member
20.2%;
79.8%
JOBS Tugboat, LLCDelaware
Solar Sail Commercial
Holdings, LLC
Member100%
Solar Sail Commercial MPW DevCo, LLCDelaware
Solar Sail Commercial Holdings, LLC
Member100%
TW2 Tugboat, LLCDelaware
Solar Sail Commercial
Holdings, LLC
Member100%
Tugboat Commercial Pledgor, LLCDelaware
Solar Sail Commercial Holdings, LLC
Member100%




Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of Ownership Interests
Percentage of Ownership
Capital
TW3 Tugboat, LLCDelaware
Solar Sail Commercial Holdings, LLC
Member100%
Solar Sail Generate DevCo I, LLCDelaware
Solar Sail Commercial Holdings, LLC
Member100%
Solar Sail Commercial DevCo I, LLCDelaware
Solar Sail Commercial Holdings, LLC
Member100%
8point3 Solar InvestCo 3 Holdings, LLCDelaware
SPWR SunStrong Holdings, LLC
Member44.9%
8point3 Solar InvestCo 3, LLCDelaware
8point3 Solar InvestCo 3 Holdings, LLC
Member100%
SunPower Residential I, LLCDelaware
8point3 Solar InvestCo 3, LLC
Member100%
SunPower Residential IV, LLCDelaware
8point3 Solar InvestCo 3 Holdings, LLC
Member100%
Dorado Development Partners, LLCDelaware
SPWR SunStrong Holdings, LLC
Member37.87%
Dorado 1 Mezzanine Pledgor, LLCDelaware
Dorado Development Part- ners, LLC
Member99%
Dorado 1 Mezzanine Borrower, LLCDelaware
Dorado 1 Mezzanine Pledgor, LLC
Member100%
Dorado 1 Senior Pledgor, LLCDelaware
Dorado 1 Mezzanine Bor- rower, LLC
Member100%
Dorado 1 Senior Borrower, LLCDelaware
Dorado 1 Senior Pledgor, LLC
Member100%
Dorado 1 Class B Member, LLCDelaware
Dorado 1 Senior Borrower, LLC
Member100%
Dorado 1, Residential Solar, LLCDelaware
Dorado 1 Class B Member, LLC
Class B Member
33.31%
Dorado 1 SolarBloom Pledgor, LLCDelaware
Dorado Development Part- ners, LLC
Member100%
Dorado 1 SolarBloom, LLCDelaware
Dorado 1 SolarBloom Pledgor, LLC
Member100%
Dorado 2 Class B Member, LLCDelaware
Dorado 1 Senior Borrower, LLC
Member100%
Dorado 2 Residential Solar, LLCDelaware
Dorado 2 Class B Member, LLC
Member
SunStrong Partners, LLCDelaware
SPWR SunStrong Holdings, LLC
Member37.87%
Ultralight 2 Mezzanine Pledgor, LLCDelaware
SunStrong Partners, LLC
Member99.90%
Ultralight 2 Mezzanine Borrower, LLCDelaware
Ultralight 2 Mezzanine Pledgor, LLC
Member100%
Ultralight 2 Class B Member, LLCDelaware
Ultralight 2 Mezzanine Bor- rower, LLC
Member100%




Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of Ownership Interests
Percentage of Ownership
Capital
Ultralight 2 HoldCo, LLCDelaware
Ultralight 2 Class B Mem- ber, LLC
Member100%
Ultralight 2 Residential Solar, LLCDelaware
Ultralight 2 HoldCo, LLC
Member100%
Ultralight 2 Solarbloom Pledgor, LLCDelaware
SunStrong Partners, LLC
Member100%
Ultralight 2 Solarbloom, LLCDelaware
Ultralight 2 Solarbloom Pledgor, LLC
Member100%
Ultralight Mezzanine Pledgor, LLCDelaware
SunStrong Partners, LLC
Member99.90%
Ultralight Mezzanine Borrower, LLCDelaware
Ultralight Mezzanine Pledgor, LLC
Member100%
Ultralight Class B Member, LLCDelaware
Ultralight Mezzanine Bor- rower, LLC
Member100%
Ultralight HoldCo, LLCDelaware
Ultralight Class B Member, LLC
Class B Member
100%
Ultralight Residential Solar, LLCDelaware
Ultralight HoldCo, LLC
Member100%
Freedom Solar Holdings, LLCDelaware
SunPower HoldCo, LLC
Member4.50%
Empower CES, LLCDelaware
SunPower HoldCo, LLC
Member20%
Sea Bright Solar, Inc.Delaware
SunPower HoldCo, LLC
Shareholder20%
Renova Energy Corp.Delaware
SunPower HoldCo, LLC
Shareholder10.60%
OhmConnect, Inc.Delaware
SunPower Corporation
Shareholder1.80%
SunPower Energia SpAChile
JDA Overseas Holdings, LLC
Shareholder100%
LTL LED, LLC dba Wolf River ElectricDelaware
SunPower HoldCo, LLC
Member16.67%
SunStrong Capital Holdings, LLCDelaware
Raven Loan Partners, LLC
Member100%
Raven Loan Partners, LLCDelaware
RLP 1 Mezzanine Pledgor, LLC
Member100%
RLP 1 Mezzanine Pledgor, LLCDelaware
RLP 1 Mezzanine Bor- rower, LLC
Member100%
RLP 1 Mezzanine Borrower, LLCDelaware
RLP 1 Senior Pledgor, LLC
Member100%
RLP 1 Senior Pledgor, LLCDelaware
RLP 1 Senior Borrower, LLC
Member100%
RLP 1 Class B Member, LLCDelaware
RLP 1 Residential Solar, LLC
Member100%
SunStrong Capital Holdings, LLCDelaware
Juniper Dev Partners, LLC
Member100%




Entity Name
Jurisdiction
Loan Party?
Unrestricted/ Restricted
Holder of Ownership Interests
Nature of Ownership Interests
Percentage of Ownership
Capital
SPWR SunStrong Holdings 2, LLCDelaware
SunPower HoldCo, LLC
Member100%
Juniper Development Partners, LLCDelaware
Juniper 1 Mezzanine Pledgor, LLC
Member100%
Juniper 1 Mezzanine Pledgor, LLCDelaware
Juniper 1 Mezzanine Bor- rower, LLC
Member100%
Juniper 1 Mezzanine Borrower, LLCDelaware
Juniper 1 Senior Pledgor, LLC
Member100%
Juniper 1 Senior Pledgor, LLCDelaware
Juniper 1 Senior Borrower, LLC
Member100%
Juniper 1 Senior Borrower, LLCDelaware
Juniper 1 Class B Member, LLC
Member100%
Juniper 1 Class B Member, LLCDelaware
Juniper 1 Residential Solar, LLC
Member100%
Juniper 1 Residential Solar, LLCDelaware
Juniper 1 Class B Member, LLC
Member100%

Project Companies:

1.GridVault DR1, LLC
2.Solar Star California I, LLC
3.Solar Star Arizona VII, LLC
4.SunPower Residential V, LLC
5.SunPower Residential VI, LLC
6.SunPower Residential VII, LLC
7.SPWR SunStrong Holdings, LLC
8.Solar Sail, LLC
9.8point3 Solar InvestCo 3 Holdings, LLC
10.8point3 Solar InvestCo 3, LLC
11.SunPower Residential I, LLC
12.SunPower Residential IV, LLC
13.Dorado Development Partners, LLC
14.Dorado 1 Mezzanine Pledgor, LLC
15.Dorado 1 Mezzanine Borrower, LLC
16.Dorado 1 Senior Pledgor, LLC
17.Dorado 1 Senior Borrower, LLC
18.Dorado 1 Class B Member, LLC
19.Dorado 1, Residential Solar, LLC
20.Dorado 1 SolarBloom Pledgor, LLC
21.Dorado 1 SolarBloom, LLC
22.Dorado 2 Class B Member, LLC
23.Dorado 2 Residential Solar, LLC
24.SunStrong Partners, LLC
25.Ultralight 2 Mezzanine Pledgor, LLC
26.Ultralight 2 Mezzanine Borrower, LLC
27.Ultralight 2 Class B Member, LLC
28.Ultralight 2 HoldCo, LLC
29.Ultralight 2 Residential Solar, LLC
30.Ultralight 2 Solarbloom Pledgor, LLC
31.Ultralight 2 Solarbloom, LLC
32.Ultralight Mezzanine Pledgor, LLC
33.Ultralight Mezzanine Borrower, LLC
34.Ultralight Class B Member, LLC
35.Ultralight HoldCo, LLC
36.Ultralight Residential Solar, LLC
37.SPWR RIC Borrower 2022-1, LLC
38.SPWR RIC Depositor 2022-1, LLC
39.SunStrong Capital Holdings, LLC and all of its direct and indirect Subsidiaries and Joint Ventures
40.SunPower Corporation, Systems
41.SunPower Capital, LLC
42.SunPower Capital Services, LLC
43.SunPower AssetCo, LLC



44.SPWR SunStrong Holdings 2, LLC
45.Juniper Dev Partners, LLC
46.Juniper 1 Mezzanine Pledgor, LLC
47.Juniper 1 Mezzanine Borrower, LLC
48.Juniper 1 Senior Pledgor, LLC
49.Juniper 1 Senior Borrower, LLC
50.Juniper 1 Class B Member, LLC
51.Juniper 1 Residential Solar, LLC
52.Dorado 2 Class B Member, LLC
53.Dorado 2 Residential Solar, LLC
54.Raven Loan Partners, LLC
55.RLP 1 Mezzanine Pledgor, LLC
56.RLP 1 Mezzanine Borrower, LLC
57.RLP 1 Senior Pledgor, LLC
58.RLP 1 Senior Borrower, LLC
59.RLP 1 Residential Solar, LLC



Schedule 7.02(b)
Existing Fourth Amendment Effective Date Liens


1.Liens in favor of Enphase Energy, Inc., as secured party, evidenced by UCC financing statement # U240012612416 filed on February 6, 2024 in the Office of the Secretary of State of California.



Schedule 7.05A
Committed Investments

1.Investments related to tax obligations with respect to subsidiaries organized or located in the Philip- pines or Mexico.


Conformed for the First Amendment, dated as of January 26, 2023, the Second Amendment, dated as of December 8, 2023, the Third Amendment, dated as of January 31, 2024 and the Fourth Amendment dated as of February 13, 2024











CREDIT AGREEMENT
Dated as of September 12, 2022 among SUNPOWER CORPORATION,
as the Borrower,
CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,
as the Subsidiary Guarantors, BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer, and
THE LENDERS PARTY HERETO
BOFA SECURITIES, INC. and BMO BANK N.A.,
as Joint Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS

Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS1
1.01    Defined Terms1
1.02    Other Interpretive Provisions52
1.03    Accounting Terms53
1.04    Rounding54
1.05    Times of Day54
1.06    Letter of Credit Amounts54
1.07    Interest Rates54
1.08    Negative Covenant Compliance55
1.09    Affected Financials55
ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS55
2.01    Loans55
2.02    Borrowings, Conversions and Continuations of Loans56
2.03    Letters of Credit58
2.04    Swingline Loans67
2.05    Prepayments70
2.06    Termination or Reduction of Commitments75
2.07    Repayment of Loans77
2.08    Interest and Default Rate77
2.09    Fees78
2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate79
2.11    Evidence of Debt80
2.12    Payments Generally; Administrative Agent’s Clawback80
2.13    Sharing of Payments by Lenders83
2.14    Cash Collateral84
2.15    Defaulting Lenders85
2.16    Incremental Facilities87
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY90
3.01    Taxes90
3.02    Illegality94
3.03    Inability to Determine Rates95
3.04    Increased Costs97
3.05    Compensation for Losses98
3.06    Mitigation Obligations; Replacement of Lenders99
3.07    Survival99
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS100
4.01    Conditions of Initial Credit Extension100
4.02    Conditions to all Credit Extensions102
ARTICLE V REPRESENTATIONS AND WARRANTIES103
5.01    Existence, Qualification and Power103
5.02    Authorization; No Contravention103
5.03    Governmental Authorization; Other Consents104
5.04    Binding Effect104
i


5.05    Financial Statements; No Material Adverse Effect104
5.06    Litigation and Environmental Matters105
5.07    Compliance with Laws and Agreements106
5.08    Properties; Intellectual Property106
5.09    Insurance106
5.10    Taxes107
5.11    ERISA Compliance107
5.12    Investment Company Act108
5.13    Disclosure108
5.14    Capitalization108
5.15    Subsidiaries109
5.16    Use of Proceeds109
5.17    Solvency109
5.18    Casualty, Etc109
5.19    Sanctions Concerns and Anti-Corruption Laws109
5.20    Material Indebtedness, Liens and Agreements110
5.21    Federal Reserve Regulations111
5.22    [Reserved]111
5.23    Bank Accounts111
5.24    Collateral Documents111
5.25    Affected Financial Institutions111
5.26    Covered Entities111
5.27    Beneficial Ownership Certification111
5.28    Labor and Employment Matters112
ARTICLE VI AFFIRMATIVE COVENANTS112
6.01    Financial Statements and Other Information112
6.02    Notices of Material Events116
6.03    Existence; Conduct of Business117
6.04    Payment of Tax Obligations116
6.05    Maintenance of Properties; Insurance116
6.06    Books and Records; Inspection Rights118
6.07    Fiscal Year118
6.08    Compliance with Laws118
6.09    Use of Proceeds118
6.10    Certain Obligations Respecting Subsidiaries; Additional Guarantors118
6.11    ERISA119
6.12    Environmental Matters; Reporting120
6.13    Matters Relating to Real Property Collateral120
6.14    Anti-Corruption Laws121
6.15    Further Assurances121
6.16    Designation of Subsidiaries122
6.17    Information Regarding Collateral122
6.18    Control Agreements123
6.19    Financial Advisor123
6.20    Other Post-Closing Requirements123
ii


6.21    Additional Information123
6.22    Post-Fourth Amendment Effective Date Obligations124
ARTICLE VII NEGATIVE COVENANTS124
7.01    Indebtedness124
7.02    Liens129
7.03    Contingent Liabilities132
7.04    Fundamental Changes; Dispositions133
7.05    Investments; Hedging Agreements135
7.06    Restricted Junior Payments137
7.07    Transactions with Affiliates138
7.08    Restrictive Agreements139
7.09    Sale-Leaseback Transactions139
7.10    Certain Financial Covenants140
7.11    Lines of Business142
7.12    [Reserved]142
7.13    Modifications of Certain Documents142
7.14    Sanctions142
7.15    Anti-Corruption Laws142
7.16    Additional Restrictions with Respect to Certain Indebtedness142
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES143
8.01    Events of Default143
8.02    Remedies upon Event of Default145
8.03    Application of Funds146
8.04    Borrower’s Right to Cure147
ARTICLE IX ADMINISTRATIVE AGENT148
9.01    Appointment and Authority148
9.02    Rights as a Lender149
9.03    Exculpatory Provisions149
9.04    Reliance by Administrative Agent151
9.05    Delegation of Duties151
9.06    Resignation of Administrative Agent151
9.07    Non-Reliance on Administrative Agent, the Arranger and the Other Lenders153
9.08    No Other Duties, Etc154
9.09    Administrative Agent May File Proofs of Claim: Credit Bidding154
9.10    Collateral and Guaranty Matters155
9.11    Secured Cash Management Agreements and Secured Hedge Agreements157
9.12    Certain ERISA Matters157
9.13    Recovery of Erroneous Payments158
ARTICLE X CONTINUING GUARANTY159
10.01    Guaranty159
10.02    No Setoff or Deductions; Taxes; Payments159
10.03    Rights of Lenders159
10.04    Certain Waivers160
10.05    Obligations Independent160
10.06    Subrogation, Contribution, Etc160
iii


10.07    Termination: Reinstatement160
10.08    Subordination161
10.09    Stay of Acceleration161
10.10    Condition of Borrower161
10.11    Appointment of Borrower161
10.12    Right of Contribution162
10.13    Keepwell162
ARTICLE XI MISCELLANEOUS162
11.01    Amendments, Etc.162
11.02    Notices; Effectiveness; Electronic Communications165
11.03    No Waiver; Cumulative Remedies; Enforcement167
11.04    Expenses; Indemnity; Damage Waiver168
11.05    Payments Set Aside171
11.06    Successors and Assigns171
11.07    Treatment of Certain Information; Confidentiality176
11.08    Right of Setoff178
11.09    Interest Rate Limitation178
11.10    Integration; Effectiveness179
11.11    Survival of Representations and Warranties179
11.12    Severability179
11.13    Replacement of Lenders179
11.14    Governing Law; Jurisdiction; Etc.180
11.15    Waiver of Jury Trial182
11.16    [Reserved]182
11.17    [Reserved]182
11.18    No Advisory or Fiduciary Responsibility182
11.19    Electronic Execution; Electronic Records; Counterparts183
11.20    USA Patriot Act Notice184
11.21    Acknowledgement and Consent to Bail-In of Affected Financial Institutions184
11.22    Acknowledgement Regarding Any Supported QFCs185

iv


Schedules and Exhibits
Schedule 1.01(a) Certain Addresses for Notices
Schedule 1.01(b) Revolving Commitments, Term Commitments and Applicable Percentage Schedule 1.01(c) Existing Letters of Credit
Schedule 1.01(d) Material Owned Properties Schedule 2.01 Swingline Commitments Schedule 2.03 Letter of Credit Commitments
Schedule 5.05 Financial Condition; No Material Adverse Changes Schedule 5.06 Litigation and Environmental Matters
Schedule 5.07 Compliance with Laws and Agreements Schedule 5.08 Properties; Intellectual Property Schedule 5.09 Insurance
Schedule 5.10 Taxes Schedule 5.11 Pension Plans Schedule 5.15 Subsidiaries
Schedule 5.16 Necessary Governmental Permits, Licenses and Authorizations and Consents Schedule 5.20 Material Indebtedness, Liens and Agreements
Schedule 5.28 Labor and Employment Matters Schedule 6.20 Post-Closing Requirements
Schedule 7.01 Existing Indebtedness; Existing Non-Recourse Indebtedness; Existing Liens; Existing Contingent Liabilities
Schedule 7.05 Existing Investments Schedule 7.05A Committed Investments Schedule 7.07 Transactions with Affiliates Schedule 7.08 Restrictive Agreements

Exhibit A Form of Loan Notice
Exhibit B Form of Swingline Loan Notice Exhibit C Form of Revolving Note Exhibit D Form of Term Note
Exhibit E Form of Swingline Note Exhibit F Form of Security Agreement Exhibit G Form of Joinder Agreement Exhibit H Form of Compliance Certificate
Exhibit I Form of Secured Party Designation Notice Exhibit J Form of Solvency Certificate
Exhibit K Form of Administrative Questionnaire Exhibit L Form of Assignment and Assumption Exhibit M Form of U.S. Tax Compliance Certificates Exhibit N Form of Perfection Certificate
Exhibit O Form of Notice of Loan Prepayment
v




CREDIT AGREEMENT
This CREDIT AGREEMENT is entered into as of September 12, 2022, among SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto, the L/C Issuers from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a L/C Issuer.
PRELIMINARY STATEMENTS:
WHEREAS, the Loan Parties have requested that the Lenders, the Swingline Lender and the L/C Issuers make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $200,000,000;
WHEREAS, the Lenders, the Swingline Lender and the L/C Issuers have agreed to make such Loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein; and
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
1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
2023 Convertible Notes” means the 4.00% senior convertible notes due 2023 issued by the Borrower.
2023 Convertible Notes Conversion Date” means the date on which all or a portion of the outstanding 2023 Convertible Notes have converted into Equity Interests of the Borrower (together, if applicable, with cash in lieu of any fractional unit of Equity Interests) in accordance with the terms thereof.
Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest or (b) assets of another Person that constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.
Additional Convertible Debt” means any unsecured Indebtedness of the Borrower that is convertible into shares of common Equity Interests of the Borrower (or other securities or Property following a merger event, reclassification or other change of the common Equity Interests of the Borrower, as applicable), cash or a combination thereof (such amount of cash determined



by reference to the price of the Borrower’s common Equity Interests or such other securities or Property, as applicable), and cash in lieu of fractional shares of common Equity Interests of the Borrower.
Additional Mortgage” has the meaning set forth in Section 6.13(a).
Additional Secured Obligations” means all obligations of any Loan Party arising under Secured Cash Management Agreements and Secured Hedge Agreements, in each case 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, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
Additional Tax Equity Financing” means a certain tax equity financing transaction described to the Administrative Agent prior to the Fourth Amendment Effective Date.
Additional Tax Equity Financing Date” means the first date on which Additional Tax Equity Financing and the commitments thereunder have become effective.
Adjusted Consolidated Net Tangible Assets” means, as of any date of determination, Consolidated Total Assets, except to the extent resulting from write-ups of capital assets (excluding write-ups in connection with accounting for acquisitions in conformity with GAAP) minus (a) applicable depreciation, amortization and other valuation reserves, (b) all current liabilities of the Borrower and its Restricted Subsidiaries (excluding intercompany items) and (c) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles of the Borrower and its Restricted Subsidiaries, all as set forth on the consolidated balance sheet of the Borrower and its consolidated Subsidiaries most recently delivered (or required to be delivered) pursuant to Section 6.01(a) or (b), as applicable (as adjusted for the Borrower and its Restricted Subsidiaries as per the information set forth in the certificate delivered concurrently with such balance sheet under Section 6.01(j)), in each case, determined on a Pro Forma Basis after giving effect to any Material Acquisitions or Material Dispositions permitted hereunder or by the other Loan Documents.
Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent, and, as the context may require, shall also include the Collateral Agent.
Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit K or any other form approved by the Administrative Agent.

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Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affected Financials” means, collectively, the following financial statements of the Borrower: (a) audited financial statements included in the Borrower’s Annual Report on Form 10-K for the period ended January 1, 2023; (b) unaudited financial statements included in the Borrower’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023; and (c) unaudited financial statements included in the Borrower’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2023.

Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

Aggregate Commitments” means the Commitments of all the Lenders.

Agreement” means this Credit Agreement, including all schedules, exhibits and annexes hereto.

Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth (9th) decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment at such time and (ii) thereafter, such Term Lender’s remaining Term Commitment at such time plus the outstanding principal amount of such Term Lender’s Term Loans at such time and (b) in respect of any Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth (9th) decimal place) of such Revolving Facility represented by such Revolving Lender’s Revolving Commitment under such Revolving Facility at such time, in each case, subject to adjustment as provided in Section 2.15. If the Revolving Commitments of all of the Revolving Lenders under the Revolving Facility or the Term Commitments of all the Term Lenders have expired or have been terminated at such time (and, in the case of the Term Facility, there are no Term Loans outstanding at such time), whether pursuant to Section 8.02 or otherwise, then the Applicable Percentage of each Lender in respect of the applicable Revolving Facility and/or Term Facility, as applicable, at such time shall be determined based on the Applicable Percentage of such Lender in respect of the applicable Revolving Facility and/or Term Facility, as applicable, most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility as of the Fourth Amendment Effective Date is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Total Net Leverage Ratio):


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Applicable Rate
Level
Total Net Leverage Ratio
Term SOFR & Letter of Credit Fee
Base Rate
Commitment Fee
1.
Greater than 3.25:1.00
3.25%
3.25%
2.25%
2.25%
0.35%
2.
Greater than 2.50:1.00 but less than or equal to 3.25:1.00
3.00%
3.00%
2.00%
2.00%
0.30%
3.
Greater than 1.75:1.00 but less than or equal to 2.50:1.00
2.75%
2.75%
1.75%
1.75%
0.25%
4.
Greater than 1.00:1.00 but less than or equal to 1.75:1.00
2.50%
2.50%
1.50%
1.50%
0.25%
5.
Less than or equal to 1.00:1.00
2.25%
2.25%
1.25%
1.25%
0.25%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c): provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.01(c), then the Applicable Rate as determined pursuant to “Level 1” shall apply, in each case as of the first (1st) Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first (1st) Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while an Event of Default exists and is continuing, the highest rate set forth in each column of the above table shall apply.
Notwithstanding anything to the contrary contained in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (b) the initial Applicable Rate shall be determine pursuant to “Level 1” until the first (1st) Business Day immediately following the date a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 6.01(c) for the fiscal quarter ending September 30, 2022. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.
Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the applicable Revolving Facility at such time.
Applicable Term Percentage” means with respect to any Term Lender at any time, such Term Lender’s Applicable Percentage in respect of the Term Facility at such time.
Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders under the Revolving Facility and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders under the Revolving Facility.

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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.
Arrangers” means BofA Securities, Inc. and BMO Bank N.A., in their capacities as joint lead arrangers and joint bookrunners.
Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another.
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 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit L or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.
Attributable Indebtedness” means, on any date, in respect of any Financing 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.
Audited Financial Statements” means the audited consolidated balance sheets and statements of operations, shareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries, as of and for each of the fiscal years ended January 3, 2021 and January 2, 2022, in each case, that have been publicly filed by the Borrower with the SEC.

Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b).

Availability Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date of the Revolving Facilities, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Revolving Commitments and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 and (b) in respect of the Term Facility, the period from and including the Closing Date to the earliest of (i) January 31, 2023, (ii) the date of termination of the Term Commitments pursuant to Section 2.06, and (iii) the date of termination of the Term Commitments pursuant to Section 8.02.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

5



amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bank of America” means Bank of America, N.A. and its successors.
Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (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 Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than 1.00%, such rate shall be deemed 1.00% 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 (or if such day is not a Business Day, the immediately succeeding Business Day). Any change in the Base Rate due to a change in the Federal Funds Rate or the Term SOFR shall be effective from and including the date of such change in the Federal Funds Rate or the Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause
(c) above.
Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.
Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
Borrower” has the meaning set forth in the introductory paragraph hereto. “Borrower Materials” has the meaning set forth in Section 6.01.
Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.

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Budget” means the Initial Budget, as amended, modified, supplemented or replaced from time to time in accordance with Section 6.01(m).
Budget Reporting Period” means the period beginning on the Second Amendment Effective Date through the Saturday immediately prior to the delivery of the applicable Budget Variance Report.
Budget Variance Report” means, until the Reporting Reversion Date, (x) prior to Additional Tax Equity Financing Date, a weekly variance report delivered every week and (y) thereafter, a biweekly variance report delivered every two weeks, in each case prepared by a Responsible Officer of the Borrower, comparing for each applicable Budget Reporting Period the actual results against anticipated results under the applicable Budget(s), on a line item basis and in the same level of detail set forth in the Budget(s), together with such other information as the Administrative Agent or the Required Lenders may reasonably request, in each case in form consistent with that delivered prior to the Fourth Amendment Effective Date.
Budget Variance Reporting Date” has the meaning assigned to such term in Section 6.01(n).
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.
Capital Markets Transaction” means any issuance of debt securities of the Borrower or any of its Restricted Subsidiaries or equity securities or equity-linked securities of the Borrower (in a public offering or private placement) (including Additional Convertible Debt) or the borrowing of any syndicated loans by the Borrower or any of its Restricted Subsidiaries, other than (a) equity issuances pursuant to or otherwise in connection with employee stock plans, employee stock purchase plans, “phantom stock”, employee benefit plans or other employee compensation plans or in connection with the vesting of units and exercising of stock options and
(b) Credit Extensions under this Agreement.
Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Swingline Lender (as applicable) or the Revolving Lenders, as Collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations or Swingline Loans (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer, and/or (c) if the Administrative Agent and the applicable L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer or the Swingline Lender (as applicable).
Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

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Cash Equivalents” means, as of any date of determination, any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Permitted Liens) at such time:
(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 365 days from the date of acquisition thereof;
(b)time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (B) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (C) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;
(c)commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 360 days from the date of acquisition thereof;
(d)marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 365 days from the date of acquisition thereof or providing for the resetting of the interest rate applicable thereto not less often than annually and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s; and
(e)Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c) and
(d) of this definition.
Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, at the time it enters into a Cash Management Agreement with the Borrower or any of its Restricted Subsidiaries, is a Lender or an Affiliate of a Lender, in its capacity

8



as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender).
Casualty Event” means, with respect to any Property of any Person, any loss of or damage to, or any condemnation or other taking of, such Property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.
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, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
Change of Control” means an event or series of events by which:
(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than one or more Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 50% of the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(b)a “change of control” or any comparable term under, and as defined in, the definitive documentation governing any Material Indebtedness of the Borrower and its Restricted Subsidiaries shall have occurred; or
(c)the sale or transfer of all or substantially all assets of the Borrower.
Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Commitment.

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Closing Date” means the date on which the conditions precedent set forth in Section 4.01 are satisfied (or waived in accordance with Section 11.01), which date is September 12, 2022.
CME” means CME Group Benchmark Administration Limited. “Code” means the Internal Revenue Code of 1986, as amended.
Collateral” means all of the “Collateral” or functionally equivalent terms referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.
Collateral Account” has the meaning set forth in Section 2.03(q).
Collateral Agent” means Bank of America in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.
Collateral Documents” means, collectively, the Security Agreement, each Joinder Agreement, each intellectual property security agreement, each mortgage, each of the collateral assignments, security agreements, pledge agreements, account control agreements (including the Control Agreements delivered to the Collateral Agent pursuant to Section 6.18) or other similar agreements delivered to the Administrative Agent pursuant to Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.
Commitment” means a Term Commitment or a Revolving Commitment, as the context may require.
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1
et seq.), as amended from time to time, and any successor statute.
Communication” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
Competitor” means any Person that (a) participates in its ordinary course of business in the solar technology and energy services businesses, including, without limitation, installation, financing, and direct consumer lending services in connection therewith and is identified as a competitor in writing by the Borrower to the Administrative Agent from time to time or (b) is an Affiliate (other than any Affiliate that is a bona fide debt fund or other financial institution that makes loans in the ordinary course of business) of a Person described in the foregoing clause (a) that is clearly identifiable as such solely by name.
Compliance Certificate” means a certificate signed by a Responsible Officer, in substantially the form of Exhibit H annexed hereto, (a) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (b) setting forth reasonably detailed calculations

10



demonstrating compliance with Section 7.10, (c) if there have been any changes to the information set forth on Schedule 5.15 since the most recently delivered Compliance Certificate, setting forth any such changes, (d) setting forth in reasonable detail all adjustments to the consolidated financial statements of the Borrower and its consolidated Subsidiaries and adjustments described in Section 6.01(j) that are necessary to reflect the exclusion of Unrestricted Subsidiaries from the financial covenant calculations set forth therein, and (e) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered pursuant to Section 6.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.
Conforming Changes” means, with respect to the use, administration of or any conventions associated with Term SOFR or any proposed Successor Rate for Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
Consolidated Asset Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated Net Tangible Assets to (b) the outstanding principal amount of the Revolving Loans and Term Loans, in each case, as of such date of determination.
Consolidated EBITDA” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period
plus
(a)the following to the extent deducted in calculating such Consolidated Net Income, without duplication:
(i)Consolidated Net Interest Charges for such period;
(ii)the provision for federal, state, local and foreign income taxes payable for such period;
(iii)depreciation and amortization expense for such period;
(iv)Non-Cash Charges for such period;
(v)cash restructuring charges and extraordinary or non-recurring expenses or charges during such period;

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(vi)(A) Transaction Costs in connection with the transactions occurring on the Closing Date, this Agreement and the Facilities and (B) fees, costs, charges, expenses and other Transaction Costs not addressed by the foregoing clause (vi)(A);
(vii)losses from sales or other Dispositions of assets (other than sales or other Dispositions in the ordinary course of business) for such period and other extraordinary or non- recurring losses for such period;
(viii)(A) any charge incurred in connection with a Permitted Acquisition attributable to the undertaking or implementation of restructurings, cost savings initiatives, cost rationalization programs, operating expense reductions or synergies within twelve (12) months after the consummation of such Permitted Acquisition and (B) the amount of “run rate” cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or planned to be taken, in each case on or prior to the date that is twelve (12) months after the consummation of any Permitted Acquisition (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis), net of the amount of actual benefits realized during such period from such actions; provided that (1) such cost savings are reasonably identifiable, factually supportable and disclosed in reasonable detail to the Administrative Agent, (2) such cost-savings are commenced within twelve (12) months of the date thereof in connection with such actions and (3) no cost savings may be added back pursuant to this clause (viii) to the extent duplicative of any expenses or charges relating thereto that are either included in computing Consolidated Net Income or added back in computing Consolidated EBITDA for such period;
(ix)losses during such period relating to the commercial and industrial business disposed of in May of 2022; and
(x)expenses or charges during such period that were incurred on or prior to March 31, 2022 and that are related to cracking issues that developed in certain factory-installed connectors within certain third-party commercial equipment supplied for “light commercial value-added reseller” and “commercial & industrial solutions” systems;
minus
(b)the following to the extent included in calculating such Consolidated Net Income, without duplication:
(i)gains from sales or other Dispositions of assets (other than sales or other Dispositions in the ordinary course of business) and other extraordinary or non- recurring gains during such period;
(ii)Non-Cash Gains for such period; and
(iii)proceeds received during such period in respect of Casualty Events.
Notwithstanding the foregoing, for any applicable Test Period, the addbacks listed in the foregoing clauses (a)(v), (a)(vi)(B), (a)(vii) and (a)(viii) shall, in the aggregate, be capped at 15%

12



of Consolidated EBITDA (calculated prior to giving effect to such addbacks). For purposes of calculating Consolidated EBITDA for any period during which a Material Acquisition or Material Disposition permitted hereunder or by the other Loan Documents is consummated, Consolidated EBITDA shall be calculated on a Pro Forma Basis for such Material Acquisition or Material Disposition.
Consolidated First Lien Debt” means the outstanding principal amount of the Revolving Loans and Term Loans.
Consolidated Interest Charges” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of (a) all cash interest, premium payments, debt discount, fees and charges in connection with Indebtedness for borrowed money or evidenced by bonds, notes or indentures (including capitalized interest but excluding pay-in-kind interest) or in connection with the deferred purchase price of assets during such period, in each case, to the extent treated as interest in accordance with GAAP and (b) the portion of rent expense with respect to such period under Financing Lease Obligations that is treated as interest expense in accordance with GAAP.
Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Net Interest Charges, in each case, for the most recently completed Test Period.
Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period as determined in accordance with GAAP; provided that, Consolidated Net Income shall exclude (a) the net income (but not loss) of any Restricted Subsidiary for such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such period, except to the extent such income is actually paid in cash during such period by such Restricted Subsidiary to the Borrower or another Restricted Subsidiary (or to the extent non-cash dividends or distributions are received and converted into cash by the Borrower or any of its Restricted Subsidiaries during such period) and (b) any income (or loss) for such period of any Person in which the Borrower or any of its Restricted Subsidiaries has an interest that is not a Restricted Subsidiary, except that the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually paid by such Person during such period to the Borrower or any Restricted Subsidiary (or to the extent non-cash dividends or distributions are received and converted into cash by the Borrower or any of its Restricted Subsidiaries during such period) as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower or any other Restricted Subsidiary as described in clause (a) of this proviso).
Consolidated Net Interest Charges” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, Consolidated Interest Charges for such period minus all interest income of the Borrower and its Restricted Subsidiaries during such period as determined in accordance with GAAP.

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Consolidated Total Assets” means, as of any date of determination, the total property and assets of the Borrower and its Restricted Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower and its consolidated Subsidiaries most recently delivered (or required to be delivered) pursuant to Section 6.01(a) or (b), as applicable (as adjusted for the Borrower and its Restricted Subsidiaries as per the information set forth in the certificate delivered concurrently with such balance sheet under Section 6.01(j)), in each case, determined on a Pro Forma Basis after giving effect to any Material Acquisitions or Material Dispositions permitted hereunder or by the other Loan Documents.
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. A Person who owns or holds capital stock, beneficial interests or other securities representing ten percent (10%) or more of the Total Voting Power of another Person shall be deemed, for purposes of this Agreement, to “control” such other Person.
Control Agreement” means, with respect to any deposit or securities account of any Loan Party, a control agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by such Loan Party, the financial institution at which such account is maintained and the Collateral Agent, as any such agreement may be amended, supplemented or otherwise modified from time to time.
Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the SOFR Administrator’s website (or any successor source).
Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

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Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.
Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.
Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,47.2 or 382.1, as applicable.

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Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine).
Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 5.06.
Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a direct Subsidiary of such 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.
Disqualified Equity Interest” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition, (a) require the payment of any dividends (other than dividends payable solely in shares of Qualified Equity Interests or payment-in-kind), (b) mature or are mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards) or (c) are or become convertible into or exchangeable for, automatically or at the option of any holder thereof, any Indebtedness, Equity Interests or other assets other than Qualified Equity Interests, in the case of each of clauses (a), (b) and (c), prior to the date that is ninety-one (91) days after the latest Maturity Date of the Facilities at the time of issuance of such Equity Interests (other than (i) following Facilities Termination Date or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior occurrence of the Facilities Termination Date); provided, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Borrower or any of its Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or such Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
Dollar” and “$” mean lawful money of the United States.
Early Maturity Trigger” means the occurrence of any of the following with respect to any Junior Indebtedness incurred pursuant to Section 7.01(f) or (q) (or any Permitted Refinancing Debt in respect thereof): if the weighted average life to maturity of any such

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Indebtedness is shorter than the remaining weighted average life to maturity of the then-existing Term Loans, or if any such Indebtedness has a scheduled maturity date earlier than 91 days following the latest Maturity Date.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).
Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.
Environmental Laws” means any and all federal, state, local and foreign statutes, laws (including common law), regulations, ordinances, rules, judgments, orders, decrees, permits, or legally binding governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges to publicly owned wastewater treatment systems.
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Cure Contribution” means (a) a new cash capital contribution to the common Qualified Equity Interests of the Borrower or (b) the cash proceeds of an issuance of

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Qualified Equity Interests by the Borrower, in each case, that are received by the Borrower and (i) in the case of a cash capital contribution, such cash capital contribution is made by one or more holders of the Equity Interests in the Borrower from funds that do not constitute dividends from, or advances, loans or investments made by, the Borrower or any of its Restricted Subsidiaries to such holder and (ii) such cash capital contribution or issuance is designated in writing by the Borrower as an “Equity Cure Contribution” to be used for purposes of an equity cure in accordance with the terms of Section 8.04.
Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all Equity Rights with respect to such Person, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that “Equity Interests” shall not include at any time (a) Additional Convertible Debt until such Additional Convertible Debt has been converted pursuant to the terms thereof, (b) other debt securities that are or by their terms may be convertible or exchangeable into or for such Equity Interests until such debt securities have been converted or exchanged pursuant to the terms thereof or (c) Permitted Convertible Debt Call Transactions until any Equity Interests have been issued pursuant to the terms thereof.
Equity Rights” means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any stockholders’ or voting trust agreements) for the issuance or sale of, or securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, such Person,
ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 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 insolvent, (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, (h) the imposition of any liability under Title IV of ERISA, other than for

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PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

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

Event of Default” has the meaning set forth in Section 8.01.

Excluded Account” has the meaning set forth in Section 6.18.

Excluded Convertible Debt Conditions” has the meaning set forth in Section 7.01(f).

Excluded Events” has the meaning set forth in Section 7.01(f).

Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.12 and any other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.
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 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections 3.01(b) or (d), 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

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immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
Existing Credit Agreement” means that certain Loan and Security Agreement, dated as of March 29, 2019, by and among SunPower Corporation and SunPower North America, LLC, as borrowers, the lenders from time to time party thereto and Bank of America, as agent.
Existing Debt” means (a) Indebtedness of the Borrower and its Restricted Subsidiaries existing as of the Closing Date which is being repaid in full at the Closing Date, including Indebtedness under the Existing Credit Agreement and (b) Indebtedness of the Borrower and its Restricted Subsidiaries existing as of the Closing Date which is permitted to remain outstanding after the Closing Date under Section 7.01 and is set forth in Part A of Schedule 7.01.
Existing Letters of Credit” means those certain letters of credit set forth on Schedule 1.01(c).

Facility” means the Term Facility or the Revolving Facility, as the context may require.

Facilities” means each of them.

Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the termination of the Aggregate Commitments; (b) the payment in full in cash of all Secured Obligations (other than (i) contingent indemnification obligations and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made); and (c) the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements satisfactory to the applicable L/C Issuer shall have been made).

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 Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the Closing Date (or any amended or successor version described above), and any intergovernmental agreement (and related fiscal or regulatory legislation, or related official rules or practices) implementing the foregoing.

Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the
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Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Fee Letters” means (a) that certain Fee Letter, dated as of August 9, 2022, by and among the Borrower, Bank of America and BofA Securities, Inc. and (b) that certain Fee Letter, dated as of August 9, 2022, by and between the Borrower and Bank of the West.

Financing 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 financing leases or capitalized 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.

First Amendment” shall mean that certain First Amendment to Credit Agreement, dated as of January 26, 2023, by and among the Borrower, the Subsidiary Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent and the Swingline Lender.

First Amendment Effective Date” shall have the meaning specified in the First Amendment, which date occurred on January 26, 2023.

First Lien Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Consolidated First Lien Debt as of such date minus (ii) Unrestricted Cash as of such date to (b) Consolidated EBITDA for the most recently ended Test Period.

Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (c) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

Foreign Lender” means 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.

Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.

Fourth Amendment” shall mean that certain Fourth Amendment Agreement, dated as of February 13, 2024, by and among the Borrower, the Subsidiary Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent and the Swingline Lender.

Fourth Amendment Effective Date” shall have the meaning specified in the Fourth Amendment, which date occurred on February 13, 2024.

FRB” means the Board of Governors of the Federal Reserve System of the United States.
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Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Revolving Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Revolving Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.
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.
GAAP” means generally accepted accounting principles in the United States set forth from time to time 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 agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB ASC, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.
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, without limitation, any supra-national bodies such as the European Union or the European Central Bank).
Guarantee” means, as to any Person, a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the Equity Interests of any Person, or an agreement to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of such debtor’s obligations or an agreement to assure a creditor against loss, and including, without limitation, causing a bank or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligations in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder).
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Guaranteed Obligations” has the meaning set forth in Section 10.01.
Guarantors” means, collectively, (a) the Subsidiary Guarantors and (b) with respect to Additional Secured Obligations owing by any Loan Party (other than the Borrower) and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower.
Guaranty” means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each Joinder Agreement and each other guaranty delivered by a Guarantor pursuant to Section 6.10.
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.
Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, at the time it enters into a Swap Contract not prohibited under Articles VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement.
Hedge Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement or rights of offset under such Hedging Agreements, (a) for any date on or after the date such Hedging 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 Hedging Agreements, as determined in good faith and in a commercially reasonable manner by the counterparties to such Hedging Agreements.
Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. For the avoidance of doubt, any agreements entered into in connection with a Permitted Convertible Debt Call Transaction will not constitute a Hedging Agreement.
Incremental Amendment” has the meaning set forth in Section 2.16(f). “Incremental Effective Date” has the meaning set forth in Section 2.16(d). “Incremental Facility” has the meaning set forth in Section 2.16(a). “Incremental Revolving Increase” has the meaning set forth in Section 2.16(a).

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Incremental Term Facility” has the meaning set forth in Section 2.16(a). “Incremental Term Loan” has the meaning set forth in Section 2.16(a).
Indebtedness” means, for any Person, without duplication, (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, advance, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) purchase money obligations and other obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses, obligations in respect of earn-outs or purchase price adjustments that are not treated as a liability on the balance sheet of such Person in accordance with GAAP, and deferred taxes incurred and paid, in the ordinary course of business and, in each case, that are not past due for more than ninety (90) days after the date on which such trade account payable was created; (c) all Attributable Indebtedness of such Person; (d) obligations of such Person in respect of Hedging Agreements; (e) obligations of such Person in respect of letters of credit, bankers’ acceptances, bank guaranties, surety bonds and or similar instrument issued or accepted by banks and other financial institutions for the account of such Person; (f) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, to the extent of the lesser of the amount of such indebtedness and the net book value of the assets so secured; (g) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Equity Interests); and (h) all Guarantees of such Person in respect of any of the foregoing. The Indebtedness of any Person shall include, without duplication, the Indebtedness of any other entity (including any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
Indemnified Taxes” means all (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 clause (a), Other Taxes.
Indemnitee” has the meaning set forth in Section 11.04(b). “Information” has the meaning set forth in Section 11.07(a).
Initial Budget” means the initial 13-week cash flow budget of the Loan Parties and their Subsidiaries prepared by Responsible Officers of the Borrower setting forth sources and uses of cash, in final form approved by the Required Lenders and marked on its face as the “Final Version”, and provided to the Administrative Agent prior to the Second Amendment Effective Date.

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Intellectual Property” has the meaning set forth in the Security Agreement.
Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the applicable Facility and
(b) as to any Base Rate Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and the Maturity Date of the applicable Facility; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall be Interest Payment Dates.
Interest Period” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the Borrower in its Loan Notice; provided that:
(a)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 Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)any Interest Period pertaining to a Term SOFR 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
(c)no Interest Period shall extend beyond the Maturity Date of the applicable
Facility.
Investment” in any Person means (a) any loan or advance to, purchase or
acquisition of Indebtedness of, or Guarantee or assumption of Indebtedness of, or any other credit support to (including by way of issuance of letters of credit for the account of, or in support of any obligations of), such Person, (b) any purchase or other acquisition of any Equity Interests or the assets comprising a division or business unit or a substantial part of all of the business of such Person, (c) any capital contribution to such Person or (d) any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
IP Rights” has the meaning set forth in Section 5.08(c). “IRS” means the United States Internal Revenue Service.
ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

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Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement or instrument entered into by any L/C Issuer and the Borrower (or any Subsidiary) or in favor of any L/C Issuer and relating to such Letter of Credit.
Joinder Agreement” means a joinder agreement substantially in the form of Exhibit G executed and delivered in accordance with the provisions of Section 6.10.
Joint Venture” means a joint venture, partnership or similar arrangement, whether in corporate, partnership or other legal form. References herein to a “Joint Venture” shall, unless the context requires otherwise, be deemed to be references to a Joint Venture in which the Borrower or any of its Restricted Subsidiaries directly or indirectly owns an Equity Interest.
Junior Indebtedness” means any Indebtedness that (a) by its terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Indebtedness) is subordinated in right of payment to the prior payment of the Secured Obligations, (b) is unsecured or (c) is secured by Liens that rank junior in priority to the Liens securing the Secured Obligations. For the avoidance of doubt, Indebtedness outstanding under Section 7.01(p) or 7.01(q) shall at all times constitute Junior Indebtedness.
Juniper Financing” means a certain tax equity financing transaction to be provided by HA SunStrong Capital LLC, HASI JUNIPER CAPITAL LENDER 1 LLC, Atlas Securitized Products Holdings, L.P., AP Nebula Solar Holdings (DC), LLC, APO Corp., Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Apollo Global Management, Inc. (collectively, the “Juniper Financing Entities”) and described to the Administrative Agent prior to the Fourth Amendment Effective Date having total commitments of not less than $280,000,000.
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.
L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage. All L/C Advances shall be denominated in Dollars.
L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars.
L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.03. The Letter of Credit Commitment of any L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.

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L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
L/C Disbursement” means the amount of any payment by any L/C Issuer to a beneficiary pursuant to a drawing on a Letter of Credit.
L/C Issuer” means each of Bank of America, BMO Bank N.A. and any other Revolving Lender designated by the Administrative Agent in its sole discretion and with the consent of such other Revolving Lender in its sole discretion, in each case, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.
L/C Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. The L/C Obligations of any Revolving Lender at any time shall be its Applicable Revolving Percentage of the total L/C Obligations at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the L/C Issuers and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.
Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender.
Lender Party” and “Lender Recipient Party” means collectively, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuers.
Lending Office” means, as to the Administrative Agent, any L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office.
Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

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Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any L/C Issuer.
Letter of Credit Fee” has the meaning set forth in Section 2.03(l).
Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate amount of Revolving Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility under the Revolving Commitments.
Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), 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, and in the case of securities, any purchase option, call or similar right of a third party with respect to such securities).
Liquidity” means, as of any date of determination, the sum of (a) the total Revolving Commitments as of such date, minus (i) the aggregate principal amount of any Revolving Loans actually borrowed and outstanding as of such date and (ii) the aggregate principal amount of outstanding L/C Obligations as of such date and (b) the aggregate amount of Unrestricted Cash as of such date.
Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan.
Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) each Guaranty, (d) the Collateral Documents, (e) the Fee Letters, (f) each Issuer Document, (g) the Second Lien Intercreditor Agreement, (h) any agreement creating or perfecting Liens in favor of the Collateral Agent in Cash Collateral pursuant to the provisions of Section 2.14 and (i) all other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan Document; provided, however, that for purposes of Section 11.01, “Loan Documents” means this Agreement, each Guaranty and the Collateral Documents.
Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be reasonably 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, collectively, the Borrower and each Guarantor.

Loan Purchase Agreement” means that certain Loan Purchase Agreement entered into among certain Subsidiaries of the Borrower and the other parties from time to time party thereto that has been disclosed to the Administrative Agent by the Borrower on or prior to the Closing Date.
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Master Agreement” has the meaning set forth in the definition of “Swap Contract.

Material Acquisition” means any Investment or acquisition (or series of related Investments or acquisitions) made by the Borrower or any of its Restricted Subsidiaries of property (including of Equity Interests) that involves consideration in excess of $10,000,000.
Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Material Agreement” has the meaning set forth in Section 5.20(c).
Material Assets” means any asset (including any intellectual property assets) owned by the Borrower or any of its Restricted Subsidiaries that is, in the reasonable determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and if not owned by the Borrower or any of its Restricted Subsidiaries, would, in the reasonable determination of the Borrower, materially and adversely affect the ability of the Borrower (a) to operate any line of business conducted by the Borrower and its Restricted Subsidiaries, taken as a whole, at such time or (b) to repay the Loans in accordance with the terms of this Agreement.
Material Disposition” means any sale, transfer or other Disposition made by the Borrower or any of its Restricted Subsidiaries of property (including of Equity Interests) that involves consideration in excess of $10,000,000.
Material Indebtedness” means Indebtedness (other than the Loans or Letters of Credit or, to the extent constituting Indebtedness, any Permitted Project Recourse) of the Borrower or any of its Restricted Subsidiaries, including, without limitation, obligations in respect of one or more Hedging Agreements, in an aggregate principal amount exceeding $20,000,000; provided, that it is agreed and understood that the Second Lien Indebtedness (and any Permitted Second Lien Refinancing) shall constitute “Material Indebtedness”. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Person in respect of a Hedging Agreement at any time shall be the Hedge Termination Value of such Hedging Agreement at such time.
Material Owned Property” means any fee-owned or acquired fee-owned Real Property Asset that has a fair market value in excess of $10,000,000, as reasonably determined in
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good faith by the Administrative Agent, including those listed on Schedule 1.01(d) hereto from time to time.
Material Subsidiary” means, as of any date of determination, each domestic Restricted Subsidiary (a) that incurs or guarantees any Material Indebtedness or (b) whose consolidated revenues or Adjusted Consolidated Net Tangible Assets, when taken together with its Restricted Subsidiaries, as of the last day of the most recent fiscal quarter for which financial statements are required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b), were equal to or greater than 2.5% of the consolidated revenues or Adjusted Consolidated Net Tangible Assets, as applicable, of the Borrower and its Restricted Subsidiaries as of such date, determined in accordance with GAAP; provided that, if as of the last day of the most recent fiscal quarter for which financial statements are required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b), the aggregate revenues attributable to all Restricted Subsidiaries that are not Material Subsidiaries exceed 5% of the consolidated revenues or Adjusted Consolidated Net Tangible Assets, as applicable, of the Borrower and its Restricted Subsidiaries as of such date, then the Borrower shall designate in the Compliance Certificate required to be delivered pursuant to Section 6.01(c) for such fiscal quarter or fiscal year, as applicable, one or more Restricted Subsidiaries that are not Material Subsidiaries as Material Subsidiaries as may be necessary to eliminate such excess, and upon the delivery of such Compliance Certificate to the Administrative Agent, such designated Restricted Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries until such time as such Restricted Subsidiary ceases to constitute a Material Subsidiary in accordance with this definition.
Maturity Date” means (a) with respect to the Revolving Facility, February 13, 2029 and (b) with respect to the Term Facility, February 13, 2029; provided, however, that (x) if an Early Maturity Trigger occurs, the Maturity Date applicable to the Revolving Facility and/or the Term Facility, as applicable, shall be the date that is the earlier of (A) the date that is 91 days prior to the maturity of the applicable Indebtedness incurred pursuant to Section 7.01(f) or 7.01(q) (or Permitted Refinancing Debt in respect thereof), as applicable and (B) the date that would result in the remaining weighted average life to maturity of the Revolving Facility and/or the Term Facility, as applicable, being shorter than the weighted average life of the applicable Indebtedness incurred pursuant to Section 7.01(f) or 7.01(q) (or Permitted Refinancing Debt in respect thereof), as applicable and (y) in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a), an amount equal to 102% of the Outstanding Amount of all L/C Obligations and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.

Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Mortgage” means a security instrument (whether designated as a deed of trust or a mortgage, leasehold mortgage, assignment of leases and rents or by any similar title) executed

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and delivered by any Loan Party in form reasonably satisfactory to the Administrative Agent and the Borrower, in each case with such changes thereto as may be recommended by the Administrative Agent’s local counsel based on local laws or customary local practices, and at the Administrative Agent’s option, in the case of an additional Mortgaged Property, an amendment to an existing Mortgage, in form reasonably satisfactory to the Administrative Agent and the Borrower, adding such additional Mortgaged Property to the Real Property Assets encumbered by such existing Mortgage, in either cases as such security instrument or amendment may be amended, supplemented or otherwise modified from time to time.
Mortgaged Property” means any Material Owned Property with respect to which the Borrower is required to deliver a Mortgage following the Closing Date pursuant to Section 6.13.
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 (5) 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.
Net Cash Payments” means:
(a)with respect to any Casualty Event, the aggregate amount of proceeds of insurance, condemnation awards and other compensation actually received by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents in respect of such Casualty Event, net of (i) reasonable expenses incurred by the Borrower and its Restricted Subsidiaries in connection therewith, (ii) contractually required repayments of Indebtedness to the extent secured by a Lien on such property, and (iii) any Federal, state, local and foreign income or other Taxes payable by the Borrower and its Restricted Subsidiaries in respect of such Casualty Event;
(b)with respect to any Disposition, the aggregate amount of all cash and Cash Equivalents actually received by the Borrower and its Restricted Subsidiaries in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (but only as and when received), net of (i) the amount of any legal, title, transfer and recording tax expenses, commissions and other fees, expenses and Transaction Costs payable by the Borrower and its Restricted Subsidiaries in connection therewith, (ii) any Federal, state, local and foreign income or other Taxes estimated to be payable by the Borrower and its Restricted Subsidiaries as a result thereof, (iii) any repayments by the Borrower and its Restricted Subsidiaries of Indebtedness to the extent that such Indebtedness is secured by a Lien on the property that is the subject of such Disposition and the transferee of (or holder of a Lien on) such property requires that such Indebtedness be repaid as a condition to the purchase of such property, (iv) any repayments by the Borrower and its Restricted Subsidiaries to minority stockholders if and to the extent permitted hereby and such cash or Cash Equivalents are not available for distribution to, or for the account of, the Borrower or any of its Restricted Subsidiaries as a result thereof, and (v) a

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reasonable reserve for retained liabilities in accordance with GAAP; provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Payments of such event occurring on the date of such reduction;
(c)with respect to any incurrence of Indebtedness, the aggregate amount of all proceeds constituting cash and Cash Equivalents actually received by the Borrower and its Restricted Subsidiaries therefrom, net of all legal, advisory, underwriting, registration, marketing, filing and similar fees, expenses and Transaction Costs incurred in connection therewith; and
(d)with respect to any issuance of Equity Interests by the Borrower, the aggregate amount of all cash and Cash Equivalents proceeds actually received by the Borrower and its Restricted Subsidiaries therefrom, net of all legal, advisory, underwriting, registration, marketing, filing and similar fees, expenses and Transaction Costs incurred in connection therewith.
New Lenders” has the meaning set forth in Section 2.16(c). “Non-Cash Charges” means:
(a)any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP (it being understood and agreed that any impairment charge or asset write-off or write-down of any accounts receivable and inventory shall not be added back to Consolidated EBITDA);
(b)all losses from Investments recorded using the equity method;
(c)the non-cash impact of acquisition method accounting;
(d)non-cash losses attributable to the mark to market movement in the valuation of (i) hedging obligations (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to FASB ASC Topic 815 “Derivatives and Hedging” and (ii) foreign currency translations;
(e)non-cash losses from Dispositions for such period; and
(f)other non-cash charges, expenses or charges, including expenses and costs that result from stock based awards, partnership interest based awards and similar incentive-based awards or arrangements.
Non-Cash Gains” means:
(a)any impairment charge or asset write-up related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP;
(b)all gains from Investments recorded using the equity method;

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(c)the non-cash gains of acquisition method accounting;
(d)non-cash gains attributable to the mark to market movement in the valuation of (i) hedging obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to FASB ASC Topic 815 “Derivatives and Hedging” and (ii) foreign currency translations;
(e)non-cash gains from Dispositions for such period; and
(f)other non-cash gains, including gains that result from stock based awards, partnership interest based awards and similar incentive-based awards or arrangements.
Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, as applicable, in accordance with the terms of Section
11.01 and (b) has been approved by the Required Lenders, the Required Revolving Lenders or the Required Term Lenders, as applicable.
Non-Consolidated Entity” means (a) SunStrong Capital Holdings, each of its Subsidiaries and each other Person, all or any portion of the Equity Interests of which are owned, directly or indirectly, by SunStrong Capital Holdings and (b) each other Person, all or any portion of the Equity Interests of which are owned, directly or indirectly, by the Borrower, that is not a consolidated Subsidiary of the Borrower as set forth in the most recent financial statements delivered pursuant to Section 6.01(a) or Section 6.01(b), as applicable.
Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
Non-Extension Notice Date” has the meaning set forth in Section 2.03(b).
Non-Recourse Indebtedness” means (a) any Indebtedness of any Project Company that is an Unrestricted Subsidiary or Joint Venture set forth in Part B of Schedule 7.01,
(b) any other Indebtedness of any Project Company that is an Unrestricted Subsidiary or Joint Venture as to which the holders of such Indebtedness do not have recourse to the Borrower or any of its Restricted Subsidiaries, other than Permitted Project Recourse and (c) any of the foregoing that is extended, renewed, replaced or refinanced from time to time.
Note” means a Revolving Note, a Swingline Note or a Term Note, as the context
may require.
Notice of Loan Prepayment” means a notice of prepayment with respect to a
Loan, which shall be substantially in the form of Exhibit O or such other form as may be reasonably 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.
Obligations” means all advances to, and debts, liabilities, costs, fees, expenses, charges obligations, covenants and duties of, any Loan Party arising under any Loan Document or

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otherwise with respect to any Loan or Letter of Credit, in each case to the extent payable under the Loan Documents and 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, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that, without limiting the foregoing, the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
Organization Documents” means, (a) with respect to any corporation, the charter or 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 or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (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 (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, 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 (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
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).
Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

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Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and
(b) a rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation.
"Participant" has the meaning set forth in Section 11.06(d).
"Participant Register" has the meaning set forth in Section 11.06(d).
"Patriot Act" has the meaning set forth in Section 11.20.
"PBGC" means the Pension Benefit Guaranty Corporation.
Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430, 431,432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
Perfection Certificate” means a certificate substantially in the form of Exhibit N or any other form reasonably approved by the Administrative Agent, as the same shall be supplemented from time to time.
Permitted Acquisition” means the acquisition, by merger, consolidation, amalgamation or otherwise, by the Borrower or any of its Restricted Subsidiaries of all or substantially all of the assets (including any assets constituting a business unit, line of business or division) or at least a majority of the Equity Interests of any Person located in and organized under the laws of the United States or any state thereof, subject to satisfaction of the following conditions:
(a)the business or assets so acquired shall be located in the United States and in the same or a substantially similar line of business as that of the Loan Parties;
(b)both immediately prior to and after giving effect to such Permitted Acquisition on a Pro Forma Basis, the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.10 (and if tested prior to the date on which the compliance certificate for the fiscal quarter ending on or about March 31, 2025 has been delivered, assuming that the financial covenants set forth in Section 7.10 applicable to the fiscal quarter ending on or about March 31, 2025 were then in effect);
(c)in connection with such Permitted Acquisition, the Borrower shall, and shall cause its Restricted Subsidiaries, to deliver to the Administrative Agent (i) a copy of the purchase agreement (including all schedules and exhibits thereto) pursuant to which such Permitted Acquisition will be consummated, (ii) a Compliance Certificate calculating compliance (as of the last day of the then most recently ended fiscal quarter) with the requirements of clause (b) above on a Pro Forma Basis and (iii) to the extent received by the Borrower or its Restricted Subsidiaries,

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financial statements of the entity whose assets are being acquired or that is otherwise the subject of such Permitted Acquisition; and
(d)immediately prior to such Permitted Acquisition and after giving effect to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing.
Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) pursuant to which the Borrower acquires an option requiring the counterparty thereto to deliver to the Borrower (a) shares of common stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the Borrower), (b) the cash value thereof or (c) a combination thereof, in each case, from time to time upon exercise of such option by the Borrower in connection with the issuance of any Additional Convertible Debt; provided that (i) the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Additional Convertible Debt issued in connection with the Permitted Bond Hedge Transaction and (ii) the terms, conditions and covenants of each such transaction shall be such as are reasonable and customary for transactions of such type (as determined by Borrower in good faith and in its reasonable discretion).
Permitted Convertible Debt Call Transactions” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.
Permitted Holder” means each of (a) Total and/or any Affiliate of Total and (b) Global Infrastructure Management, LLC and/or any Affiliate of Global Infrastructure Management, LLC (other than any portfolio company of any of the foregoing in clause (b)).
Permitted Investments” means:
(a)Investments by the Borrower or any of its Restricted Subsidiaries in cash and Cash Equivalents; and
(b)advances, loans and extensions of credit to any director, officer or employee of the Loan Parties, if the aggregate outstanding amount of all such advances, loans and extensions of credit (excluding travel advances in the ordinary course of business) does not at any time exceed
$750,000.
Permitted Liens” has the meaning set forth in Section 7.02. “Permitted Project Recourse” means:
(a)limited guarantees, including by the issuance of letters of credit for the benefit of a Project Company, or side letters from the Borrower or Restricted Subsidiaries in respect of:
(i)any Indebtedness of any Project Company, provided that such limited guarantees or side letters or is not a guarantee of (A) the repayment of Indebtedness or borrowed money (including notes, bonds and other similar instruments), (B) operating

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lease obligations, (C) Financing Lease Obligations or (D) reimbursement or other payment obligations of any Unrestricted Subsidiary or Joint Venture in respect of letters of credit (including, without limitation, equipment, procurement and construction, operations and maintenance, asset management, liquidated damages and managing member indemnity undertakings);
(ii)obligations of any Project Company under any engineering, procurement and construction, operation and maintenance, asset management, supply or similar agreement to which such Project Company is a party (including any construction completion, cost overrun or similar guaranties), in each case, entered into in the ordinary course of business of such Project Company;
(iii)customary obligations of any Project Company under agreements described in the immediately preceding clause (ii) with respect to liquidated damages; or
(iv)customary indemnity undertakings provided by the Borrower or any of its Restricted Subsidiaries in connection with any tax equity and other similar indemnity undertakings; and
(b)pledges of Equity Interests in any of any Project Company to secure Non- Recourse Indebtedness of such Project Company; provided that the holders of such Non-Recourse Indebtedness (or the beneficiaries of such limited guarantees and side letters) have acknowledged that they will not have any recourse to the assets or Equity Interests (other than as specified in this clause (b)) owned by the Borrower or any of its Restricted Subsidiaries.
Permitted Refinancing Debt” means any modification, refinancing, refunding, renewal or extension of any Indebtedness; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest, fees, breakage, premium and expenses thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder plus the amount of any mandatory prepayment made with the proceeds of such Indebtedness pursuant to Section 2.05(c)(v); (b) such modification, refinancing, refunding, renewal or extension has (i) a stated maturity no earlier than the earlier of (A) the stated maturity of the Indebtedness being modified, refinanced, refunded, renewed or extended and (B) the date that is ninety-one (91) days after the latest Maturity Date of the Facilities at the time such Indebtedness is incurred and (ii) a weighted average life to maturity no shorter than the earlier of
(A) the weighted average life to maturity of the Indebtedness being modified, refinanced, refunded, renewed or extended and (B) the weighted average life to maturity of the then-existing Term Loans; (c) at the time thereof, no Default or Event of Default shall have occurred and be continuing; (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured, such modification, refinancing, refunding, renewal or extension is unsecured; (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being

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modified, refinanced, refunded, renewed or extended; (f) if the Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such modification, refinancing, refunding, renewal or extension is secured by no more collateral and in no higher lien or payment priority than the Indebtedness being modified, refinanced, refunded, renewed or extended; (g) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subject to an intercreditor agreement, a representative validly acting on behalf of the holders of such modified, refinanced, refunded, renewed or extended Indebtedness shall become a party to such intercreditor agreement; and (h) the primary obligors and guarantors in respect of such Indebtedness being modified, refinanced, refunded, renewed or extended remain the same (or constitute a subset thereof).
Permitted Second Lien Refinancing” means Permitted Refinancing Debt in respect of the Indebtedness under the Second Lien Loan Documents; provided that the Indebtedness in respect of such Permitted Second Lien Refinancing (x) shall have covenants, representations and warranties, and events of default that are no more restrictive on the Loan Parties and their Subsidiaries in any respect than the Loan Documents (except for covenants or other provisions that are also added for the benefit of the Facilities or that only apply after the then- latest Maturity Date of the Facilities) and (y) is permitted pursuant to Section 7.01(p).
Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to the Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of the Borrower) and/or cash (in an amount determined by reference to the price of such common stock) sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction; provided that the terms, conditions and covenants of each such transaction shall be such as are reasonable and customary for transactions of such type (as determined by Borrower in good faith and its reasonable discretion).
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
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 Subsidiary or any such Plan to which the Borrower or any Subsidiary is required to contribute on behalf of any of its employees or with respect to which the Borrower has any liability.
Platform” has the meaning set forth in Section 6.01.
Pledged Equity” has the meaning set forth in the Security Agreement. “Pro Forma Basis” and “Pro Forma Effect” means:
(a)except as set forth in clause (b) below, for purposes of calculating any financial ratio, calculation or test that is to be calculated on a pro forma basis for any transactions that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, such ratio, calculation or test shall be calculated on a pro forma basis assuming that such transaction had occurred on the first day of the applicable Test Period; and

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(b)in the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantee) or refinances (including by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes), in each case included in the calculations of any financial ratio or test that is to be calculated on a pro forma basis, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or refinancing of Indebtedness (including pro forma effect to the application of the net proceeds therefrom), in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period.
Wherever “Pro Forma Effect” is to be given to a transaction, or any financial ratio, calculation or test is to be calculated on a “Pro Forma Basis” for any transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower.
Pro Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect thereto, based upon the results of operations for the most recently completed applicable period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant period.
Project Company” means:
(a)a (x) Subsidiary of the Borrower or (y) Joint Venture
(i)(A) established in connection with (w) the construction of a solar project, the sale, ownership or operation of solar equipment, the sale of energy or financing activities (including tax equity financings) with respect to Non-Recourse Indebtedness incurred by such Subsidiary or Joint Venture in order to finance any of the foregoing, (x) other special purpose businesses or operations that are substantially similar to the businesses in which the Borrower and its Subsidiaries are engaged in as of the Closing Date or (y) any business that in the Borrower’s good faith business judgment is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (B) substantially all the assets of which consist of Equity Interests of Subsidiaries or Joint Ventures described in the preceding clause (a)(i)(A); and
(ii) which has no Indebtedness other than (A) intercompany Indebtedness to the extent permitted hereunder and (B) Non-Recourse Indebtedness; and
(b)any (x) other Subsidiary of the Borrower or (y) Joint Venture that
(i)is the direct or indirect owner of all (or in the case of the direct or indirect owner of a Joint Venture, a portion) of the Equity Interests in one or more Persons, each of which meets the qualifications set forth in clause (a) above;

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(ii)has no Subsidiaries other than Subsidiaries each of which meets the qualifications set forth in clause (a) above;
(iii)owns no material assets other than those assets necessary for the ownership of, or the leasing, development, construction, financing (including tax equity financings) or operation activities of, a Subsidiary or Joint Venture described in clause (a) above or any activities reasonably related or ancillary thereto;
(iv)has no Indebtedness other than (A) intercompany Indebtedness to the extent permitted hereunder and (B) Non-Recourse Indebtedness; and
(v)is not a direct Subsidiary of Borrower.
As of the Closing Date, the Project Companies are set forth on Schedule 5.15.
Property” means any interest of any kind in property or assets, whether real, personal or mixed, and whether tangible or intangible.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender” has the meaning set forth in Section 6.01.
QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with 12 U.S.C. 5390(c)(8)(D).
QFC Credit Support” has the meaning set forth in Section 11.22.
Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Qualified Equity Interests” means Equity Interests that are not Disqualified Equity Interests.
Real Property Asset” means, at any time of determination, any and all real property owned or leased by the Loan Parties.
Recipient” means the Administrative Agent, any Lender or any L/C Issuer. “Register” has the meaning set forth in Section 11.06(c).
Reimbursement Obligation” has the meaning set forth in Section 2.03(f).
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

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Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, migration or leaching into or through the Environment, including into, from or through any building, structure or facility.

Removal Effective Date” has the meaning set forth in Section 9.06(b).
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
Reporting Reversion Date” means the date on which the earlier of the following occurs: (i) the funding of $50,000,000 of the “Tranche 2 Term Loans” under the Second Lien Credit Agreement and (ii) March 31, 2025.
Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swingline Loan, a Swingline Loan Notice.
Required Class Lenders” means, at any time with respect to any Class of Loans or Commitments, Lenders having Total Revolving Exposures or Total Term Credit Exposures, as applicable, with respect to such Class representing more than 50% of the Total Revolving Exposures or Total Term Credit Exposures, as applicable, of all Lenders of such Class. The Total Revolving Exposure or Total Term Credit Exposure, as applicable, of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.
Required Lenders” means, at any time Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or an L/C Issuer, as the case may be, in making such determination; provided further that, this definition is subject to Section 3.03.
Required Revolving Lenders” means, at any time, Revolving Lenders having Total Revolving Exposures representing more than 50% of the Total Revolving Exposures of all Revolving Lenders. The Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swingline Lender or an L/C Issuer, as the case may be, in making such determination.
Required Term Lenders” means, at any time, Term Lenders having Total Term Credit Exposures representing more than 50% of the Total Term Credit Exposures of all Term Lenders with respect to the Term Facility. The Total Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Term Lenders at any time.

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Rescindable Amount” has the meaning set forth in Section 2.12(b)(ii). “Resignation Effective Date” has the meaning set forth in Section 9.06(a).
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Officer” means the chief financial officer, principal accounting officer, chief executive officer, chief operating officer, manager, president, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b), the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of such Loan Party so designated by any of the foregoing officers or, in each case, any other officer or employee of a Loan Party whose primary duties are similar to the duties of any of the previously listed officers of such Loan Party. 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. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.
Restatement” has the meaning set forth in the Second Amendment.
Restricted Junior Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Equity Interest in, any Person or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of Equity Interests (other than any Disqualified Equity Interests), (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Equity Interest in, any Person or any of its Subsidiaries now or hereafter outstanding by such Person or Subsidiary, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interest in, any Person or any of its Subsidiaries, (d) any payment or prepayment of principal of, premium, if any, or interest on, or redemption purchase, retirement, defeasance (including economic or legal defeasance), sinking fund or similar payment with respect to, any Junior Indebtedness and (e) any payment made to any Affiliates of any Person in respect of management, consulting or other similar services provided to any Loan Party or any Subsidiary.
Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

Restrictive Agreements” has the meaning set forth in Section 5.15(b).

Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by the Revolving Lenders pursuant to Section 2.01(b).
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Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 1.01(b)(i) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Fourth Amendment Effective Date is $200,000,000.

Revolving Exposure” means, as to any Revolving Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Lender’s participation in L/C Obligations and Swingline Loans at such time.

Revolving Facility” means the Revolving Commitments and the Revolving Loans.
Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.
Revolving Loan” has the meaning set forth in Section 2.01(b).
Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit C.
S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
Same Day Funds” means immediately available funds.
Sanction” means any economic or financial sanction administered or enforced by the United States Government (including, without limitation, OFAC and the U.S. Department of State), the United Nations Security Council, the European Union or any European Union member state or the United Kingdom, including His Majesty’s Treasury.
Scheduled Unavailability Date” has the meaning set forth in Section 3.03(b). “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.