Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection [[(a) or (b) of this Section 3.04]4]] and delivered to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, ​ shall reimburse such LC Disbursement by paying to the Administrative Agent, subject to this [Section 2.06(e)] and [Section 2.06(k)], in the Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than ​ Local Time (or ​ Local Time in the event that ​ is reimbursing such LC Disbursement with proceeds of a Swingline Loan), on the date that such LC Disbursement is made, if ​ shall have received notice of such LC Disbursement prior to ​, Local Time, on such date, or, if such notice has not been received by ​ prior to such time on such date, then not later than ​, Local Time, on the Business Day immediately following the day that ​ receives such notice; provided that, if such LC Disbursement is not less than the Equivalent Amount of ​, ​ may, subject to the conditions to borrowing set forth herein, request in accordance with [[Section 2.03 or 2.05]5]]5] that such payment be financed with an ABR Revolving Borrowing (in the case of any LC Disbursement made in Dollars) or a Swingline Loan (in the case of an LC Disbursement made in any Agreed Currency that is also an Agreed Currency for Swingline Loans) in the amount of such LC Disbursement and, to the extent so financed, ​’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If ​ fails to make such payment when due, then # if such payment relates to a Foreign Currency Letter of Credit issued in a Foreign Currency that is not an Agreed Currency for Revolving Loans (or to any Foreign Currency Letter of Credit at the option of the applicable Issuing Bank), automatically and with no further action required, the obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Amount calculated as of the date when such payment was due, of such LC Disbursement and # in any such case, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from ​ in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from ​, in Dollars, in the same manner as provided in [Section 2.07] with respect to Loans made by such Lender (and [Section 2.07] shall apply, mutatis mutandis, to the payment obligations of ​), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from ​. Promptly following receipt by the Administrative Agent of any payment from ​ pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ​ have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such ​ and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve ​ of its obligation to reimburse such LC Disbursement. If ​’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, ​ shall, at its option, either # pay the amount of any such tax requested by the Administrative Agent, any applicable Issuing Bank or the relevant Lender or # reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Principal Borrower shall reimburse such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than ​ on # the Business Day that the Principal Borrower receives notice of such L/C Disbursement, if such notice is received prior to ​ or # the Business Day immediately following the day that the Principal Borrower receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than ​, the Principal Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 2.02] that such payment be financed with a Borrowing of Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Daily SOFR Rate Loans. If any Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. In such event, any Borrower shall be deemed to have requested a Borrowing of Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in [Section 2.02] for the principal amount of Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in [Section 4.02] (other than the delivery of a Loan Notice). Any notice given by any L/C Issuer or the Administrative Agent pursuant to this [Section 2.03(f)] may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement Amount. In the event that, on any Valuation Date, there is a Reimbursement Amount, the Guarantee Debtor may request the Guarantee Holder, and the latter shall be required to deliver the Reimbursement Amount prior to the Close of Business of the Banking Business Day following the date on which the Guarantee Debtor is notified of the existence of a Reimbursement Amount.

ESTOPPEL CERTIFICATES. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of [Exhibit D], attached hereto (or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, in connection with a sale or financing of the Building by Landlord, Landlord may require Tenant to provide Landlord with its most recent annual financial statement and annual financial statements of the preceding two (2) years, subject to the terms below. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord shall hold such statements confidential. Notwithstanding the foregoing, in the event that # stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and # Tenant has its own, separate and distinct ​ and ​ filing requirements (as opposed to joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of financial statements shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

FIRPTA Certificates. On the Early Call Option Closing Date, # Blocker Parent shall deliver to NEP Member withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Blocker Parent (or if Blocker Parent is a disregarded entity, its regarded owner) is not a non-U.S. person, and # NEP shall deliver to Blocker Parent withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that NEP (or if NEP is a disregarded entity, its regarded owner) is not a non-U.S. person. In accordance with [Section 7.02(j)] of the LLC Agreement, NEP Member or its nominee shall not withhold any amounts under Section 1445 of the Code unless there is a change in Law prior to the Early Call Option Closing Date that requires such withholding. On the Early Call Option Closing Date and after the Early Call Option Closing Date and for so long as Blocker Parent or any of its affiliates holds NEP Common Units that were issued as a portion of the Early Call Option Purchase Price, NEP shall, within 10 days of any request by Blocker Parent or any of its affiliates that hold such NEP Common Units and to the extent legally permitted to do so, provide Blocker Parent or such affiliate a certification and notice in compliance with Treas. Reg. §§ 1.1445-2(c) and 1.897-2(h) stating that NEP is not a United States real property holding corporation as defined in Code Section 897(c)(2).

Certificates; Legends.Units shall be issued in uncertificated form; provided that,at the request of any Member, the Board may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form:

Architect’s Certificates. ​ shall cause to be delivered to ​ an Architect’s Certificate (unless ​’s Architect signs the Application for Payment

Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to Participant’s Designated Beneficiary. “Designated Beneficiary” means # the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or # in the absence of an effective designation by a Participant, “Designated Beneficiary” the Participant’s estate.

Officer’s Certificates. At the time of the delivery of the financial statements provided for in [Sections 8.01(a) and (b)])], a compliance certificate from an Authorized Officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, # no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects (except for those representations and warranties that are qualified by materiality in which case they shall be true and correct in all respects) as of the date thereof, except to the extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, which certificate shall # set forth in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were in compliance with the provisions of [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annual financial statements provided for in [Section 8.01(b)], list all Subsidiaries of Borrower as of the end of such year, provided, however, such list of Subsidiaries may be delivered electronically and shall be deemed to have been delivered on the date on which such information is posted on Borrower’s website or filed electronically with the SEC’s EDGAR system.