Eligible Accounts and Inventory. Promptly upon becoming aware thereof, notify Administrative Agent if any Account or Inventory identified by a Borrower to Administrative Agent as an Eligible Account or Eligible Inventory becomes ineligible for any reason.

Accounts. All Depositary Accounts required to be opened as of the Closing Date under the CADA shall have been opened in the name of the Borrower. The Solar Asset Subsidiary Operating Account related to the TPO Solar Project Owner Subsidiary is subject to an Account Control Agreement pursuant to which the Collateral Agent shall be granted control (as defined in Section 9-104 of the UCC) (which in the case of the Solar Asset Subsidiary Operating Account may be in the form of “springing control” upon the occurrence of an Event of Default) in favor of the Collateral Agent, in form and substance satisfactory to the Collateral Agent.

. As to each Account (other than respect to Accounts in a de minimis amount relative to the aggregate amount of all Eligible Accounts at any time) that is identified by any Borrower, any Canadian Guarantor or Dutch Guarantor, as applicable, as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Borrowers’ business, # owed to one or more of the Borrowers, and # to the extent that any officer of any Loan Party has knowledge or reasonably should have had knowledge, not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

Accounts. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account (as defined in the Revolver Loan Agreement) in a Borrowing Base Certificate, that: # it is genuine and enforceable in accordance with its terms and is not evidenced by a judgment; # it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto; # it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request; # it is not subject to any offset, Lien (other than Permitted Liens), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; # no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective); # no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder and # to the best of Borrowers' knowledge, # there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; # the Account Debtor had the capacity to contract when the Account arose, is not subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and # there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor's financial condition, as reasonably determined by the Borrowers in good faith.

Accounts. The Company may establish one or more separate bank and investment accounts and arrangements for the Company.

Accounts. Each of the parties hereto hereby agrees that each Account shall be deemed to be a Securities Account. Each of the parties hereto hereby agrees to cause the Collateral Agent or any other Securities Intermediary that holds any Cash or other Financial Asset for the Borrower in an Account to agree with the parties hereto that # the cash and other property (subject to [Section 6.4(e)] below with respect to any property other than investment property, as defined in Section 9‑102(a)(49) of the UCC) is to be treated as a Financial Asset and # the jurisdiction governing the Account, all Cash and other Financial Assets credited to the Account and the “securities intermediary’s jurisdiction” (within the meaning of Section 8‑110(e) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in any Account be registered in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Collateral Agent or other Securities Intermediary that holds such Financial Asset in such Account.

Eligible Accounts. The definition of “Eligible Accounts” set forth in the Credit Agreement is hereby amended by deleting clause (j) thereof in its entirety and replacing it with the following:

Accounts. [Schedule 4.01(q)] lists all banks and other financial institutions at which the Borrower maintains deposit or other bank accounts, including any Account and each Originator Collection Account, and such schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Each Account constitutes a deposit account within the meaning of the applicable UCC. The Borrower (or the Servicer on its behalf) and each Originator, if applicable, has delivered to the Administrative Agent a fully executed agreement with respect to each Account pursuant to which each applicable Bank has agreed to comply with all instructions originated by the Administrative Agent directing the

Accounts. The Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional (hypothetical) earnings as described in this Section 3.3. Notional earnings shall be added to a Participant's Account as of and as soon as practicable following the earlier of # the last day of the Plan Year, # the Participant becoming Disabled, # the date of the Participant's Separation from Service, # the date of the Participant's death, or # a Change in Control and will be calculated using the U.S. prime interest rate as reported in The Wall Street Journal as of the day prior to the date such earnings are added to a Participant’s Account.

Accounts and Eligible Spare Parts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts Receivable and which Spare Parts Inventory are Eligible Spare Parts Inventory, on all statements and representations made by Borrowers with respect thereto. At the time of delivery of each Borrowing Base Report, assuming that any eligibility criterion that requires the approval or satisfaction of Administrative Agent has been approved by or is satisfactory to Administrative Agent, Accounts and Spare Parts Inventory, as applicable, reflected therein as eligible for inclusion in the Borrowing Base constitute Eligible Accounts Receivable and Eligible Spare Parts Inventory, as applicable, in each case, as of the period end date for which such Borrowing Base Report is calculated.