SW6171202_Info Update_20190520

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I "RIJU aaa[
This form is to only to be used by the current permittee to notify the Division of*
1) changes to the Point of Contact (signing official) for the current permittee (LLC, Corporation, HOA or POA);
2) changes to the mailing address, phone number or email address of the current permittee;
3) changes to the name of the project, and
4) changes to the legal corporate name as documented by a Name Change or Merger filed with the NCSO&
A, NEW PERMIT INFORMATION R F7 CE I VE
State Stormwater Permit Number: SW6171202 14 AY 2 12 019
DENR-LAND QUALITY
�,V ER PERMITTING
Are you updating If so, please provide the updated information:
(check all that apply): I _J
Project name 1 Panda Solar NC 11, LLC
Z Corporation Name' i Panda Solar NQ 11, LLC
I Z Permit Contact NaMe2,3 I Spencer Doren Hole
Z Permit Contact Title I President
Mailing Address3 850 Canal Street, Suite 3D, Stamford, CT 06902
. ................... ....
Phone numuc-'r (3471577-9055
Tesola Email address 1!,?ran.Hole@ren ---.power com
Provide documentation such as a Name Change /Merger filed with the NCSOS.
Provide supporting documentation such as NCSOS filing, The permit contact's position must be in accordance
with 15A N(-',AC 02H..,10!�0(11
"'-' . ........... . .
If more than one point of contact or mailing address is being changed. please attach a separate sheet.
I, Pristine Sun Fund 12, LLC I the current permittee, hereby notify DEMLR that I am
making the changes as listed in Section A above. I further attest that this application for an update to the permit
information currently on file is accurate an complete to the best of my knowledge,
Sign,ituro, -- - ---- Date:
1, a Notary Public for the State of
County of Jtwax..
do hereby certify that _Y7) r-1 i (7e, -C
personally appeared before me this the day of A20 and acknowledge the due
1TrP 4-1
execution of the forgoing instrument. Witness my hand and official se4
(Notary Seel)
C A C,1
I A f?
'UA()JCA62:33783,�
Notary Signature
CC Q�,D IN
NASSAUIF�ECOUNly
My commission expires
/"4-Z, '7' z�a�� . . ......................
ComM. EXP,
12-27-2022
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Stormwater Permit Infomnation
Update, Form Page 1 of 1
May 11, 0V

South River
Electric
Membership Corporation `
PSNCF1, LLI
l3OOClay Street
Suhe5SO
Oakland, CA 94612
RE* Reassignment nfInterconnection Agreements
PO Box§31 °l74g4 US48 S. Uum\ NC283]5
00.892.807 "0O0330^5S3Osremc.omm
This letter serves as a reassignment of the interconnection agreement for Barker Project 20032 (5814
Walter CanadyRd,Hope Mills, NC2834O)originally signed and agreed upon byPSN[F1 LLCtnPanda
Solar NC 11, LLC effective immediately, The terms and conditiorrIS of the prior interconnection
agreement will remain in full force and effect until such time that a new interconnection agreement is
signed and Panda Solar NC 11, LLC will be released from any future obligations.
Agreed to by:
DG Owner Operator
Name Kevin Chen
Title [Nonogar
Date October 18.2O17
South River Electric Membership Corporli,n

ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made this
3rd day of August, 2017, by and between PSNCF1, LLC, a North Carolina limited liability
company with a principal place of business at 1300 Clay Street, Suite 550 Oakland, CA 94612 (the
"Assignor"); and Panda Solar NC 11, LLC, a North Carolina limited liability company with a
principal place of business at 1300 Clay Street, Suite 550, Oakland, California 94612 (the
"Assignee").
1. Assignment of Lease. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Assignor hereby grants, conveys and assigns to
the Assignee and its successors and assigns, all of the right, title and interest of the Assignor in
and to the Site Lease between the Assignor, as Lessee, and Barker Gallberry Farms LLC, as Lessor
dated October 30, 2014, for premises presently leased by the Assignor consisting of approximately
68 acres of land, Assessor's Parcel Number 0422-51-1931 located at Walter Canady Road, Hope
Mills, NC 28348 (the "Premises"), including any amendments (collectively the "Lease"), upon the
effective date of this Assignment. A copy of the Lease is attached hereto.
2. Assumption of Lease. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Assignee hereby assumes the Lease upon the
effective date of this Assignment, and shall make all payments to be paid and perform all of the
obligations to be performed by the Assignor under the Lease after the effective date of this
Assignment. Notwithstanding the preceding sentence, the Assignee does not assume, and the
Assignor shall be solely liable for, any liability or other obligation under the Lease to the extent it
relates to any breach or default by the Assignor on or before the effective date of this Assignment.
3. Representations by Assignor. The Assignor represents to the Assignee that: (1)
the Assignor has, provided to the Assignee a true and complete copy of the Lease; (ii) the Lease is
in full force and effect and Assignor is not in default thereunder; (iii) the Lease has not been
amended except as stated in the copy of the Lease attached hereto; (iv) the Lease is enforceable in
accordance with its terms; (v) the Lease is free and clear of any liens or other encumbrances; (vi)
the Lease has not been previously assigned by the Assignor; (vii) the Assignor has made all
payments to be paid and performed all of the obligations of the Assignor under the Lease through
the effective date of this Assignment; and (viii) the Assignor shall continue to make all payments
to be paid and perform such obligations until the effective date of this Assignment.
4. Indemnification by Assignor. The Assignor shall indemnify and hold the
Assignee harmless with respect to any expense or liability, including reasonable attorneys' fees,
which the Assignee may incur as a result of a breach or default by the Assignor of its
representations or obligations under this Assignment.
5. Indemnification by Assignee. The Assignee shall indemnify and hold the
Assignor harmless with respect to any expense or liability, including reasonable attorneys' fees,
which the Assignor may incur as a result of a breach or default by the Assignee of its
representations or obligations under this Assignment.
6696794v2

6. Effective Date. This Assignment shall be effective upon the execution date of this
Assignment.
7. General Provisions.
A. Amendment. This Assignment may not be amended, modified or
terminated orally, and no amendment, modification or termination shall be valid unless in writing
and signed by the party against whom the same is sought to be enforced.
B. Notices. Any notice required or which may be given under this
Assignment shall be in writing and either delivered personally, sent by overnight courier or mailed
by certified mail, return receipt requested, to the addressee. Such notice shall be deemed given
when so delivered personally, or if sent by overnight courier, one (1) business day after the date
so sent, or if mailed by certified mail, three (3) business days after the date of mailing. Notices
shall be sent to the address of the addressee stated in this Assignment or to such other address as
any addressee shall request by written notice.
C. Binding Effect. This Assignment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted assigns.
D. Assignability. This Assignment shall not be assignable by either party
except upon the prior written consent of the other party. provided, however, that the Assignee
may assign this Assignment to any person who or entity which acquires substantially all of the
assets of the Assignee.
E. Entire Agreement. This Assignment and the attachment hereto constitute
the complete understanding of the parties hereto with respect to the subject matter hereof, and
supersede all other oral or written agreements, arrangements, representations and
communications with respect to the subject matter hereof.
F. Governing Law. This Assignment shall be governed by and construed in
accordance with the internal laws of the State of North Carolina without giving effect to any
choice or conflict of law provision or rule (whether of the State of North Carolina or any other
jurisdiction).
G. Arbitration. if any dispute, claim, disagreement or other matter arising
from or relating to this Assignment or the alleged breach of this Assignment cannot be settled
within thirty (30) days after a party sends written notice to each other party, the parties shall
submit such matter to binding arbitration in Raleigh, North Carolina, administered by the
American Arbitration Association under its Commercial Arbitration Rules which are then in
effect. The arbitrator shall be a disinterested attorney appointed by the American Arbitration
Association who has at least ten (10) years' experience in the private practice of law. The
defendant(s) in such proceeding shall file an answer to the claim within sixty (60) days after the
commencement of the claim. The parties shall attend a hearing of the claim with the arbitrator
within ninety (90) days after the commencement of the claim. The decision of the arbitrator shall
be binding upon the parties and may be enforced by a court of competent jurisdiction. The
claimant(s) and the defendant(s) each shall pay their own attorney's fees and each shall pay one-
E

half (1/2) of the cost of the arbitrator and such proceeding. Time shall be of the essence with
respect to each action to be taken under this subsection.
H. Waiver. Any delay by any party hereto in enforcing any right hereunder
with respect to a breach of any provision of this Assignment shall not operate nor be construed as
a waiver of any such right and any waiver granted shall not operate as a waiver with respect to
any subsequent breach.
I. Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall comprise one and
the same instrument. Delivery of a copy of this Assignment or such other document bearing an
original signature by facsimile transmission, by electronic mail in "portable document format"
(".pdf') form, or by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical delivery of the paper
document bearing the original signature.
[Remainder ofpage left intentionally blank.]
3

IN WITNESS WHEREOF, the parties have set their hands to this Assignment and
Assumption of Lease as of the day and year first written above.
Assignor:
PSNCF1, LLC
By:
Kevin Chen, Manager
Buyer:
PANDA SOLAR NC 11, LLC
rV 6
By. K/t� XI,
Kevin Chen, Manager
[Signature page to Assignment aadAssumption ofLeasej

ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF AGREEMENT (the "Assignment") is
made this 20th day of September, 2017 (the "Effective Date"), by and between PSNCF1, LLC, a
North Carolina limited liability company with its principal place of business at 1300 Clay Street,
Suite 550, Oakland, California 94612 (the "Assignor"); and PANDA SOLAR NC 11, LLC, a
North Carolina limited liability company with its principal place of business at 1300 Clay Street,
Suite 550, Oakland, California 94612 (the "Assignee").
1. Assignment of Agreement. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Assignor hereby grants, conveys and assigns to
the Assignee and its successors and assigns, all of the right, title and interest of the Assignor in and
to the Standard Contract for Qualifying Facilities between the Assignor and North Carolina
Electric Membership Corporation, dated as of June 1, 2016, including any amendments
(collectively the "Agreement"), upon the Effective Date of this Assignment. A copy of the
Agreement is attached hereto as Exhibit A.
2. Assumption of Agreement. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Assignee hereby expressly assumes the
Agreement upon the Effective Date of this Assignment, and shall make all payments to be paid
and perform all of the obligations to be performed by the Assignor under the Agreement after the
Effective Date of this Assignment. Notwithstanding the preceding sentence, the Assignee does not
assume, and the Assignor shall be solely liable for, any liability or other obligation under the
Agreement to the extent it relates to any breach or default by the Assignor on or before the Effective
Date of this Assigmment.
3. Representations by Assignor. The Assignor represents to the Assignee that: (i) the
Assignor has provided to the Assignee a true and complete copy of the Agreement; (ii) the
Agreement is in full force and effect and Assignor is not in default thereunder; (iii) the Agreement
has not been amended; the Agreement is enforceable in accordance with its terms except as stated
in the copy of the Agreement attached hereto; (iv) the Agreement is free and clear of any liens or
other encumbrances; (v) the Agreement has not been previously assigned by the Assignor; (vi) the
Assignor has made all payments to be paid and performed all of the obligations of the Assignor
under the Agreement through the Effective Date of this Assignment; (vii) and the Assignor shall
contitiuc to make all payments to be paid and perform such obligations until the Effective Date of
this Assignment.
4. Indemnification by Assignor. The Assignor shall indemnify and hold the
Assignee harmless with respect to any expense or liability, including reasonable attorneys' fees,
which the Assignee may incur as a result of a breach or default by the Assignor of its
representations or obligations under this Assignment.
5. Indemnification by Assignee. The Assignee shall indemnify and hold the
Assignor harmless with respect to any expense or liability, including reasonable attorneys' fees,
which the Assignor may incur as a result of a breach or default by the Assignee of its
representations or obligations under this Assignment.

6. General Provisions.
A. Amendment. This Assignment may not be amended, modified or
terminated orally, and no amendment, modification or termination shall be valid unless in writing
and signed by the party against whom the same is sought to be enforced.
B. Notices. Any notice required or which may be given under this Assignment
shall be in writing and either delivered personally, sent by overnight courier or mailed by certified
mail, return receipt requested, to the addressee. Such notice shall be deemed given when so
delivered personally, or if sent by overnight courier, one (1) business day after the date so sent, or
if mailed by certified mail, three (3) business days after the date of mailing. Notices shall be sent
to the address of the addressee stated in this Assignment or to such other address as any addressee
shall request by written notice.
C. Binding Effect. This Assignment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted assigns.
D. Assignability. This Assignment shall not be assignable by either party
except as provided in the Agreement defined in Section 1 of this Assignment.
E. No Third Party Beneficiaries. Nothing in this Assignment, express or
implied, is intended or shall be construed to confer upon, or give to, any person other than the
Assignor and Assignee any winedy or claiin under or by reason of the Agreement or any
agreements, terms, covenants or conditions hereof, and all the agreements, terms, covenants and
condition in this Assignment contained shall be for the sole and exclusive benefit of the Assignor
and Assignee and their permitted assigns.
F. Entire Agreement. This Assignment and the attachment hereto constitute
the complete understanding of the parties hereto with respect to the subject matter hereof, and
supersede all other oral or written agreements, arrangements, representations and communications
with respect to the subject matter hereof.
G. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of North Carolina without giving effect to any choice or
conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction).
H. Arbitration. If any dispute, claim, disagreement or other matter arising
from or relating to this Assignment or the alleged breach of this Assignment cannot be settled
within thirty (30) days after a party sends written notice to each other party, the parties shall submit
such matter to binding arbitration in San Francisco, California, administered by the American
Arbitration Association under its Commercial Arbitration Rules which are then in effect. The
arbitrator shall be a disinterested attorney appointed by the American Arbitration Association who
has at least ten (10) years' experience in the private practice of law. The defendant(s) in such
proceeding shall file an answer to the claim within sixty (60) days after the commencement of the
claim. The parties shall attend a hearing of the claim with the arbitrator within ninety (90) days
after the commencement of the claim. The decision of the arbitrator shall be binding upon the
parties and may be enforced by a court of competent jurisdiction. The claimant(s) and the
defendant(s) each shall pay their own attorney's fees and each shall pay one-half (1/2) of the cost

of the arbitrator and such proceeding. Time shall be of the essence with respect to each action to
be taken under this subsection.
H. Waiver. Any delay by any party hereto in enforcing any right hereunder
with respect to a breach of any provision of this Assignment shall not operate nor be construed as
a waiver of any such right and any waiver granted shall not operate as a waiver with respect to any
subsequent breach.
I. Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall comprise one and
the same instrument. Delivery of a copy of this Assignment or such other document bearing an
original signature by facsimile transmission, by electronic mail in "portable document format"
(".pdf') form, or by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical delivery of the paper
document bearing the original signature.
[Remainder of page left intentionally blank.]
3

IN WITNESS WHEREOF, the parties have set their hands to this Assignment and
Assumption of Agreement as of the day and year first written above.
Assignor:
PSNCF1, LLC
Y
Kevin Chen, Manager
Assignee:
PANDA SOLAR NC 11, LLC
By:
Kevin Chen, Manager
[Signature page to Assignment and Assumption of Agreement]

Exhibit A
Standard Contract for Qualifying Facilities
Attached.

STANDARD CONTRACT FOR QUALIFYING FACILITIES
1 This Standard Contract for
June 1 2 is Qualifying Facilities ("Standard Contract'
--�-.�_ ("Effective Date") is made b
Seller," and North Carolina Electric Membership Corporation, hereinafter called)effective as of
y and between PSNCF1, LLC, hereinafter called
(each a "pay" and collectively the "Parties" .
Schedule artQF1 Power Purchases from ) This Standard Contract, and the Company's "
Purchased power agreement between the artreFacilities ("Tariff"), collectively formphey s
will, and hereby agrees to ("Agreement'),
("Facility") located at or near 5748 Walter theelectricitysupplied
lrFio be Seller's
to which NCEMC
193� net of the Facility's own auxiliary electrical requirements, Solar PV
s NC 28348 APN; 0422-51-
2 Applicable Tariff —
The 2014 , attached to this Agreement as Exhibit 1. The Seller has el
applicable version of the Tariff shall be the Schedule QF
Provided in the Tariff for the first five (5) years of the Term.
elected the fixed rate of payment
3 Term -The term of this Agreement is from the date Seller first delivers
Company ("Commencement Date,,), and continuing for a period of fifteen
Commencement Date electricity to
initial free 5 ("Term"). For the second five 5 (15) Years from the
( ) year fixed rate period provided in the Tariff, Company
{ )years of the Term not covered b
Seller its then applicable avoided cost rate, but agrees that such rate shallY the
fixed rate offered in the initial five 5 shall determine and pay
(that it years eleven e i through fifteen (15) of the Term not be less than the
years of the Term. For the last five 5 applicable avoided cost rate, and ()Years of the Term
Extension of the Agreement beyond the Term, asubsequentouch)Company shall determine its then
Pay Seiler in accordance with its then -applicable Tariff.
Seller's Facility, shall be pursuant to Company's Tariff in effect at the time expiration. Y Company from
of the Agreement's
4 Failure to Produce -Gom an
y p y may terminate this Agreement if Seller is unable to
deliver electricity to Com
Company may, at its sole discretion extend the date for ttwelve (12) calendarerm nation onths f the Effective pate.
Upon this or any other termination of the Agreement, Company's obligation
output shall be as required by law due to failure to produce.
1978 (°pURpA„), or any successor or preemptive pursuant to The Public Utilities Regulatory to purchase Seller's
repeal or modification to PURpq that obligation Will legislative a r om regulatory requirement,of
ry Policies Act s
effect. Provided, however, that if this Agreement is terminated due to a de ilable
Rate
Absent
Seller, nor any affiliate and/or, successor of Seller, nor any affiliate
Variable Rate then in
the Facility, including without limitation ownership and/or operation of the Fault by Seller, neither
seek to require Company to purchase an to and/or successor of Seller to
Contract Price set forth in the Tariff attached as Exhibit 1 for an Facility
writ require or
y output from the Facility at a price higher than the
covered by the Term of this Agreement had this Agreement remained in effect.
Y period that would have been
5 PURPA -Unless otherwise agreed to by the Parties, this Agreement
only if Seller's facility is a "Qualifying Co
defined by PURPA, and the rules set forth b shall be applicable
generator or Small Power production Facility" as
("FERC"). y the Federal Energy Regulatory Commission

d Conflicts -In case of conflict between an
the provision of the Tariff shall prevail. Y provision of a Tariff and of this Agreement,
7 Transfer of Agreement

(a.) The Agreement may be transferred and assigned b
corporation purchasing or leasing and intending to continue the operation
Provided the Facility continues to be a Y Seller to any person, firm, or
assignor's obligations and provided the assignee first obtains such approvals
of the Facility,
QF and any assignee expressly assumes the
required by all applicable regulatory bodies. The Seller may also, without the prior
Of Company PP vacs as may be
P y and without relieving itself from liability hereunder, transfer, sell, pledge,
encumber or assign this Agreement or the accounts, revenues or proceeds hereof to a
financing party in connection with any financing or other financial arrangements
respect to the Facility. In connection with any such assignment to a financing of party,
a
Company shall execute and deliver to such financing with
consents or other documents that are reasonably required by such financing g Party
patty any estoppel certificates,
customary for projects similar to the Facility, including a Consent to Collateral Assignment
substantially in the form attached hereto as Exhibit 2. g party and are
(b.) The Company may, without the prior consent of Seller and without relieving itself
liability hereunder, transfer, sell, pledge,
accounts, revenues or proceeds hereof in connection with any financing or otherfina from
encumber or assign this Agreement or the
arrangements (including, without limitation, to an indenture trustee or to the Rural Utilities
Service of the United States Department of Agriculture (" RUSIfinancial
In the event the Company
p y assigns its Agreement to a Secured (Pam i "Secured Partyth
this section, the Secured Party shall have the right upon written notice to Seller,
all of the obligations of the Com an in accordance with
Party shall be allowed, without the prior consent of Seller, to assiqn this Agreement ' to assume
P Y under this Agreement. In such case, the Secured
third party, on the condition that such third party shall be required to use
Purchased pursuant to this Agreement to serve the Company's load. The Company's right
a
to otherwise assign this Agreement shall be subject only to the requirement that an he Output
expressly assumes the assignor's obligations hereunder, and that the assignee first obtainsright
such approvals as may be required by all applicable regulatory Y assignee
PP 9 ry bodies.
8. Termination or Suspension of the Agreement
(a.) Company, in addition to all other legal remedies (other than terming
Agreement which is covered under Section 8 b
electricity from Seller. (1) for an O below), may suspend ion of the
a condition of Force Majeure, which Seller fails to cure within thirty
Purchases of
material breach of Agreement by Seller, not caused by
iod
received written notice of Company's intent to suspend, which such thin
shag be extended for an additional s i �Y {30) days of having
requires more than thirtyttY (30) days if (!) curing such breach reasonday ably
(30) day (30) days, and (ii) Seller commences such cure within such thirty
y period and diligently prosecutes such Cure; (2) for failure to pay
bills to Company's me►r►ber cooperative when due and payable, after Seller'
cure such condition within ten (10) days of having received written notice Of Company's
applicable
intent to suspend s failure to
i condition on suspend;
(3)s side odulento r of unauthorized
tho i ed use of an a Company's
which Company reasonably anticipates ma applicable meter; or be for
P delivery actually known by Company to be, or
(1) or tr above, Company's written notice shall be delivered to Seller, persona
y be, dangerous to life or property. For items
or electronically with confirmed receipt, stating what in particular in the Agreement
been violated. For items (3) and 4 personally, by mail,
Purchases, within a reasonable time period d. The duration of the suspensionent has
Company may furnish notice after suspending
shall not exceed the length of time the condition of suspension is known b th
to exist. of purchases
Y e Company

(b.) in addition to all other legal remedies, Company
Seller fails to cure a material breach or p Y may terminate the Agreement if: (1)
rty
thirty {30) days of having received notice of suspension which such thi
Shall be extended for an additional thirty applicable bills to Company's member within
requires more than thirtyr�Y (30) days if (I) curing such breach day period
reasonably
(30 day (30) days, and {!i) Seller commences such cure within such thirty
) Y period and diligently prosecutes such cure; 2
applicable meter does not promptly cease u
()Seller's fraudulent use 11 an
unauthorized use of an applicable meter does not cease ease+within this
received notice of suspension; or (4) the dangerous conditions romension; (3) Seller's
Purchases are not addressed and remedied within thin rtY (30) days of having
suspension. Prompting suspension of
y (30) days following notice of
(c.) Company reserves the right to suspend
part at such times and for such purchases from Seller without liability on its
the purpose i facilitating or accommodating rdin such manner as it may
repairs on the a necessary adjustments
deem advisable for
applicable distribution or transmission system, including lines, substations
or other facilities. In the event of an adverse condition o disturbance stments to, changes in, or
Company's member cooperative, or on turbance on the system of
interconnected with it, which requires automatic or manual inter I
any other system directly or indirectly
electricity to some customers or areas in order to limit the extent or dams
condition or disturbance, or to prevent damage to generating or turbo! f the supply pp y of
to expedite restoration of service, Company 9e of the adverse
service to customers or areas, interrupt purchases from Seller, and take such
on facilities, or
Y without incurring liability, interrupt
as appears reasonably necessary.
other action
(d.) Seller may terminate the Agreement upon written notice ( 1)for the Company's failure
to pay invoices when due, after the Company's failure to cure such co
(10) days of having received written notice of Seller's intent to term'nate
Company's material breach of the Agreement, which the Company fails to condition within ten
r
(30) days of having received written notice of Seller's intent to terminate , or (2) the
9. Capacity cure within thirty
(a•) Electricity supplied by Seller hereunder shall have a
�� 999_kW ("Contract Capacity-), maximum generation capacity of
(b.) in cases where the actual capacity delivered exceeds the Contract Capacity
requests an increase in the capacity of Company's
Company may require Seller to execute a member cooperate s facrhtielsr
Agreement, therebynew Agreement or amend an existing
agreement or amendment, Seller 2shall otnexceed tract a he re '
Company shall have no obligation for purchases of such In the absence of such new
tmg Contract Capacity and
10. Billing excess electricity.

(a.) On or before the tenth (loth) day of an applicable month, Company shall Provide
Seller a statement based upon the meter data for the Facility's output delivered Previous calendar month and the P vide the
price specified in the Tariff. Seller will review the
statement and notify Company by the 15'"day of the month if it disagrees with the
to be paid. If Seiler does not notify the company b amount
be deemed to have agreed with the amount specified in the Company's' s
P Y y the 15 day of the month, Seller shalt
Company will pay Seller by the 25th dayY tatement.
notification that Seller is in agreement with Company's st or within 10 days following
established by Seller's not having responded otherwise.
statement or such agreement is
(b.) Once per calendar year, the Company may, at its cost, audit all meter data
reasonable notice. The Company may access the meter at reasonable times and with
reasonable prior notice for the purpose of verifying readings and calibrations. uponr
(c.) If it is not possible to read the meter for any reason, Seller's production
estimated by Company on the basis of Seller's production during the mosmay t r
preceding billing period for which readings were obtained, unless some unusual condition
be
is known to exist. A hilt or a recent
payment rendered on the basis of such estimate shall be as
valid as if made from actual meter readings.
(d-) The term "Month" or "Month) "
month, commencing at the beginning of tused in Company's Tariff, refers to a calendar
he first day of such calendar month.
as
(e.) Prior Billing Errors & Corrections will be made up to 12 months after initial bill
issuance.
Such corrections will be applied to the subsequent month's invoice amount.
11. Meter Stoppage or Error -In the event a meter fails to register accurate) in
2% margin for error, Company will adjust the measured energy for the period of
was shown to be in error, and shall a Y, excess of a
difference between the amount billed and the estimated amount which would have
the meter
pay to Seller, or Seller shall refund to Company, e
had the meter not exceeded the 2% margin. th
e been billed
12. Data Requirements —Seller shall make billing
quality In the event the Balancing Authority, Transmission Owner, real time data and ambient condition
member cooperative
requires detailed telemetry data, including but not lim tto limited data available to the Company daily.
data, Seller is responsible for aN data delivery and any associated charges to co or Company
requirements,
mply with the
13. Continuation of Purchases and Liability Therefor
(a.) Company does not guarantee continuous
Purchases
diligence at all times to provide for uninterrupted acceptance of electricity and having
reasonable diligence shall not be Liable to Sellerfor
but shall use reasonable
interruption, reduction or suspension of service. damage resulting from failure,
(b.) Seller assumes responsibility for and shall indemnify, defend, and
harmless against all liability, claims, judgments, lossescosts, and expenses f
loss, or damage to persons or property including, injury or property damage to
save Company
al
Seller or Seller's employees on account of defective construction, , wiring, orequipment, or injury
or

improper or careless use of electricity, on Seller's side of the point of interconnection,
designated in the applicable interconnection agreement; provided, however, that S
shall not be obligated to indemnify as
charge, demand, or expense resulting from Company'sfor any sole neg
ligence Seller
misconduct.9 ,claim, cost,
9 g nce or willful

14. Governmental Restrictions
(a.) This Agreement is subject to the jurisdiction of those governmental agencies having
control over either Party or over this Agreement. This Agreement shall not become
effective until all required governmental authorizations are obtained. If applicable, the
Agreement shall not become effective absent approval of the RUS, or any department,
commission, bureau, board, administrative agency or regulatory body succeeding to the
functions of RUS, without change or conditions. If required, the Company shall use
commercially reasonable efforts to obtain approval of this Agreement from RUS, without
conditions or modifications unacceptable to the Parties; rov'ded, that in connection
therewith, Seller shall act reasonably and provide reasonable cooperation, as necessary,
in respect of RUS requests or requirements related to such approval.
(b.) This Agreement shall at all times be subject to changes by such governmental
agencies, and the Parties shall be subject to conditions and obligations, as such
governmental agencies may, from time to time, direct in the exercise of their jurisdiction,
Provided no change may be made in rates or in essential terms and conditions of this
Agreement except by agreement of the Parties.
(c.) The delivery date, quantity, and type of electricity to be accepted for purchase by
Company, from Seller, are subject to changes, restrictions, curtailments, or complete
suspensions by Company as may be deemed by it to be necessary or advisable (a) on
account of any lawful order or regulation of any municipal, State, or Federal government
or agency thereof, or order of any court of competent jurisdiction, or (b) on account of any
emergency due to war, or catastrophe, all without liability on the part of the Company
therefor.
15. Force Majeure
Neither Party shall have any liability for damages or other obligations under this
Agreement arising from instances of Force Majeure, which shall mean an event not
anticipated as of the effective date of the Agreement, which is not within the reasonable
control of the Party affected thereby after the exercise of commercially reasonable efforts
or attributable to such Party's fault or negligence, and which by the exercise of due
diligence the affected Party is unable to overcome or obtain or cause to be obtained a
commercially reasonable substitute therefor. Force Majeure shall not include the following:
(i) Seller's ability to sell capacity or energy from the Facility to a market or other Buyer at
a more advantageous price; (U) lack of fuel source that is not caused by or is not the result
of a Force Majeure; (iii) any forced outage of the Facility or any failure of any component
and/or equipment of the Facility that is not caused by or is not the result of Force Majeure;
(Iv) Seller's failure to obtain or maintain any permit, certificate or license; (v) a change in
law; and (vi) Seller's failure to finance and/or construct the Facility. Increased cost of
performance by Seller (including the reduction or elimination of production tax credits or
any similar subsidy associated with the production of electricity by the Facility) shall not
constitute an event of Force Majeure. If declared by Seller, Seller shall bear the risk of
demonstrating the existence of a condition or conditions of Force Majeure, in the event of
any dispute arising under this Agreement. In the event a Force Majeure event prevents
either Party from performing its obligations for a period of at least twelve months, the other
Party may terminate this Agreement upon written notice, and neither Party will have any
liability to the other Party or recourse against the other Party, other than for amounts due
or liabilities incurred prior to termination.

16. SPECIAL PROVISIONS RELATED TO LIABILITY
(a.) Seller shall defend, save harmless and indemnify Company and its members,
directors, officers, employees, and agents against and from any and all losses, liabilities,
damages, claims, costs, charges, demands, or expenses, including attorneys' fees, for
injury or death to persons, including employees of Company, and damage to property,
including property of Company, arising out of or in connection with the engineering,
design, construction, maintenance, repair, operation, supervision, inspection, testing,
protection or ownership of Seller's generation system. Seller shall not be obligated to
indemnify Company for any loss, liability, damage, claim, cost, charge, demand, or
expense resulting from Company's own sole negligence or willful misconduct.
(b.) The provisions of subparagraph (a.) shall not be construed to relieve any insurer of its
obligations to pay any claims in accordance with the provision of any valid insurance
policy.
17. MISCELLANEOUS
(a.) This Agreement and the rights and duties of the Parties hereunder shall be governed
by and construed, enforced, and performed in accordance with the laws of the state of
North Carolina, without regard to principles of conflicts of law, and, if applicable, by [tie
federal law of the United States of America.
(b.) Any judicial action, suit, or proceedings arising out of, resulting from, or in any way
relating to, this Agreement, or any alleged breach or default under the same, shall be
brought only in a state or federal court of competent jurisdiction located in Wake County,
North Carolina. The Parties hereto irrevocably consent to the jurisdiction of any federal or
state courtwithin Wake County, North Carolina and hereby submit to venue in such courts.
Without limiting the generality of the foregoing, the Parties waive and agree not to assert
by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that
(1) such Party is not subject to the jurisdiction of the state or federal Courts within North
Carolina; or (!i) such suit, action, or proceeding is brought in an inconvenient forum; or ni
the venue of such suit, action, or proceeding is improper. The Parties further agree that
the exclusive forum for any litigation between them under this Agreement shall occur in
federal or state court within Wake County, North Carolina.
(c.) This Agreement represents the entire agreement between the Parties with respect to
the subject matter of this Agreement, and supersedes all prior negotiations, binding
documents, representations and agreements, whether written or oral. No amendment,
modification, or change to this Agreement shall be enforceable unless agreed upon in a
writing that Is executed by the Parties.
(d.) Each Party agrees that it (and/or its counsel) has completely read, fully
and voluntarily accepts every provision, termunderstands,
, and condition of this Agreement. Each Party
agrees that this Agreement shall be considered for ail purposes as prepared through the
joint efforts of the Parties, and no Party shall have any provision hereof construed against
such Party by reason of such Party drafting, negotiating, or proposing any provision
hereof, or execution of this Agreement. Each Party irrevocably waives the benefit of any
rule of contract construction that disfavors the drafter of a contract or the drafter of specific
language in a contract.

(e.) Neither Party shall make any announcement or release any information concerning
this Agreement to any member of the public, press, person, or any official body, without
the other Parry's prior written consent, which shall not be unreasonably withheld. Neither
Party shall make any use of the other Party's name, logo, likeness and/or any use of any
affiliate of that Parry's name, logo, or likeness in any publication, promotional material,
news release, or similar issuance or material without the other Party's prior review and
written approval.
(f.) No waiver by any Party of any of its rights with respect to the other Party or with respect
to any matter or default arising in connection with this Agreement shall be construed as a
waiver of any subsequent right, matter or default whether of a like kind or different nature.
Any waiver under this Agreement will be effective only if it is in writing that has been duly
executed by an authorized representative of the waiving Party.
(g.) Nothing contained in this Agreement shall be construed or constitute any Party as the
employee, agent, partner, joint venture, or contractor of any other Party. This Agreement
is made and entered into for the sole protection and legal benefit of the Parties, and their
permitted successors and assigns. Unless otherwise agreed by the Company and a
financing or collateral support provider under a separate agreement, no other person or
entity, including, without limitation, a financing or collateral support provider, will be a direct
or indirect beneficiary of or under this Agreement, and will not have any direct or indirect
cause of action or claim under or in connection with this Agreement.
(h.) Any provision or section hereof that is declared or rendered unlawful by any applicable
court of law, or deemed unlawful because of a statutory change, shall not, to the extent
practicable, affect other lawful obligations under this Agreement.
(i.) This Agreement may be executed in counterparts, including facsimiles hereof, and
each such executed document will be deemed to be an original document and together
will complete execution and effectiveness of this Agreement.
[Signatures appear on following page.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized officers and copies delivered to each Party.
This this 1st day of June, 2016.
PSNCF1, LLC
By:
Name: Kevin Chen
Title: Manager
NORTH CAARROLINA ELECTRIC MEMBERSHIP CORPORATION
Byf>. V, l .c�s-,-z
Name:vV2,u &77Z�
Title: 6(e
,�S' `7Q� Zee !b

Exhibit I
SCHEDULE OF
POWER PURCHASES F-PQ"4"&&jn
u2m!��j
Service under this Schedule is available to generators of electricity (Sellers) defined as
Qualifying Facilities (QF) by the Public Utility Regulatory Policies Act Of 1978, as amended,
and which are interconnected with the distribution system Of an NCEMC Participating Member,
Ser
vice -rvice under this schedule is available to QFs with a contract capacity greater than or equal
to 500 M and up to 2 MW, For QFs with a contract capacity greater than 2 MW, the credits
will be based on individualized determination of the avoided cost applicable to that generator.
In certain instances, Seller and NCEMC may negotiate terms and conditions that vary from this
Schedule or are otherwise unique to that particular transaction. This service is conditioned
upon entering into a Power Purchase Agreement ('PPA') with NCEMC,
RATE OPTIONS
F may choose one of the twoirw,to
64W A 1 _ ;'-

Effective as Of August 1, 2014
RATE UPDATES
The Vanable Rate specified by this schedule will remain in effect until such time as the
Schedule QF is modified by the NCEMC Board of Directors,
TYPE OF SERVICE
This Schedule Provides for the purchase of alternating curTent, 60 Hertz, three phase electricity
at a voltage available at the interconnection point,
MONTHY CREDITS OR PAYMENTS
There will be a monthly credit or payment for the energy and capacity,
as defined Wow, if applicable, Supplied
PURCHASE ENERGY AND CAPACITY DETERMINATION
The Purchase Energy and Capacity will be the electn I
which is me�zref,2.* c enel"gy iclenerated
t C-Tr6qj I elivered to the g 6
6%wacm�=!
Z1110 uy any applicable Power factor char,

IEEMMM�i >
0/kWh
Variable Five Year
Rate Fixed Rate
is
on-
on
oPeak
Ho
Hurs
t Ptef dK
Months
Shoulder
Months
919��M!
t, On -Peak Hours (Mon — Fn)
o, Apr'IthrUSep30 Hours between 10,'00 am and 10-00 pi
Oct 1 thru Mar 31 Hours between 600 am and 1:00 PM, Plus hours
between 4,00 prn and 9:oo pm
Off -Peak Houm all other weekday flours not defined above, Plus weekends and
holidays
HolidaDay, Good Friday, Memorial Day, Independence
Day, .is Day, Thanksgiving Day & Day After, Christmas Day
o If the holiday falls on Saturday, the Friday before will be considered off.
peak
holiday talls on Sund - th
Shoulder Months (Cav ,Jac Crednj, J-71
December P
Capac=rkda
& Applicable to only On -Peak Hours

Power factor corrections may be made in accordance with NCEMC's Tariff, NCEMC
reserves the right to require the Installation of facilities necessary for the measurement
Of Poorer factor and to recover associated costs,
INTERCONNECTION SERVICE AGREEMENT
Setter must enter into an interconnection Agreement with the NCEMC Participating
Member that owns the distribution system to which the OF is interconnected,

Exhibit 2
CONSENT TO COLLATERAL ASSIGNMENT
TO STANDARD CONTRACT FOR QUALIFYING FACILITIES
(PROJECT: 20032 Barker; APN: 0422511931)
This CONSENT TO COLLATERAL ASSIGNMENT TO STANDARD CONTRACT FOR
QUALIFYING FACILITIES (this "Consent"), dated as of j, is entered into among North
Carolina Electric Membership Corporation (the "Consenting Party") PSNCF1, LLC, a North
Carolina limited liability company (the "Borrower"), and [Financing Party), as Collateral Agent for
the Secured Parties (as defined in the Financing Documents referenced below) (together with its
successors in such capacity, the "Collateral Agent") under the Credit Agreement (as defined
below).
RECITALS
WHEREAS, the Borrower intends to develop, construct, own, operate and maintain a
photovoltaic solar electric generating facility with a maximum generation capacity of 1,999 kW to
be located at 5748 Walter Canad Road Hoe Mills NC 28348 APN: 0422-51-1931 (the
°Project");
WHEREAS, the Consenting Party and the Borrower have entered into that certain
Standard Contract for Qualifying Facilities, dated as of June 1, 2016 (as amended, restated,
modified or otherwise supplemented from time to time in accordance with the terms thereof, the
Assigned Agreement"), a copy of which is attached hereto as Exhibit A; and
WHEREAS, the Secured Parties have provided, or agreed to provide, to Borrower
financing pursuant to one or more agreements (the "Financing Documents"), and require that the
Collateral Agent and Secured Parties be provided certain rights with respect to the Assigned
Agreement; provided, however, that the Consenting Party is not a party to the Financing
Documents and are not subject to the obligations of those agreements giving rise to the rights
provided to Collateral Agent or Secured Parties; and
WHEREAS, it is a requirement under the Financing Documents that the Borrower execute
and deliver this Consent, and it being further required of Borrower that it obtain Consenting Party's
approval to the Consent.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound, the parties hereto hereby agree as follows:

I. CONSENT TO ASSIGNMENT, ETC
(a) Consent to Assignment. The Consenting Party (1) acknowledges that the Collateral Agent
and the Lender are entering into the Financing Documents and making certain loans in reliance
upon the execution and delivery by the Consenting Party of the Assigned Agreement and this
Consent, and (ii) consents in all respects to the pledge and assignment to the Collateral Agent
of all of the Borrower's right, title and interest in, to and under the Assigned Agreement pursuant
to the Financing Documents.
(b) Substitute Owner. The Consenting Party agrees that, if the Collateral Agent notifies the
Consenting Party that an event of default under the Credit Agreement has occurred and is
continuing and that the Collateral Agent has exercised its rights (i) to have itself or its designee
substituted for the Borrower under the Assigned Agreement, (ii) to acquire or have its designee
or assignee acquire the Borrower or (iii) to sell, assign, transfer or otherwise dispose of the
Assigned Agreement to a third party, then the Collateral Agent, the Collateral Agent's designee
or such third party (each, a "Substitute Owner") shall be substituted for the Borrower under the
Assigned Agreement and, in such event, the Consenting Party shall continue to perform its
obligations under the Assigned Agreement in favor of the Substitute Owner, subject to the terms
and conditions thereof and hereof; provided, however, that (i) the Substitute Owner shall be
required to cure any then -existing payment or performance defaults by the Borrower under such
Assigned Agreement (other than any then -existing performance defaults which by their nature
are not reasonably capable of being cured by the Subsequent Owner), (II) the Substitute Owner
shall execute and deliver to the Consenting Party a written assumption of all of the Borrower's
rights and obligations under the Assigned Agreement in form and substance reasonably
satisfactory to the Consenting Party, and (iii) in the event the Substitute Owner is not the
Collateral Agent, (x) the creditworthiness of such Substitute Owner shall be at least equal to or
better than that of the Borrower at the time the Borrower became a party to the Assigned
Agreement, and (y) the Substitute Owner is an owner of solar generation projects in the United
States or has retained an experienced operator of solar generation projects in the United States
to operate the Project.
(c) Notice to Financino Party by Borrower. in the event Consenting Party delivers any notice
pursuant to Section 8 of the Assigned Agreement (each, an "Assigned Agreement Default") to
Borrower (a "Default Notice' ), Borrower shall provide a copy of the Default Notice to Financing
Party the next business day after receipt from Consenting Party.
(d) Extension for Foreclosure Proceedings. If possession of the Project (as defined in the
Assigned Agreement) is necessary for Financing Party to cure an Assigned Agreement Default
and Financing Party commences foreclosure proceedings against Borrower within thirty (30)
days of receiving notice of an Event of Default from Borrower, Financing Party shall be allowed
a reasonable additional period to complete such foreclosure proceedings, such period not to
exceed ninety (90) days; provided, however, that Financing Party shall provide a written notice
to Consenting Party that it intends to commence foreclosure proceedings with respect to
Borrower within ten (10) business days of receiving a notice of such Assigned Agreement
Default from Borrower.
(e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise
terminated as a result of any bankruptcy or insolvency proceeding affecting the Borrower, the
Consenting Party shall, at the option of the Collateral Agent, enter into a new agreement with
the Collateral Agent or any Substitute Owner (or its transferee or other nominee that owns or
leases the Project) for a term equal to the remainder of the term of the Assigned Agreement and
otherwise having terms substantially the same as the terms of the Assigned Agreement. As a

condition to the execution of such new agreement, the Collateral Agent or any Substitute Owner
(or its transferee or other nominee that owns or leases the Project) shall (i) pay the Consenting
Party any amounts which are due to the Consenting Party from the Borrower (including any
amounts necessary to cure any existing payment defaults by the Borrower under the Assigned
Agreement), and (ii) pay the Consenting Party any and all amounts which would have been due
under the Assigned Agreement had it not been terminated, from the date of termination to the
date of such new agreement.
(1) No Liability. The Consenting Party acknowledges and agrees that none of the Collateral
Agent, the Collateral Agent's designee or the Lender shall have any liability or obligation under
the Assigned Agreement as a result of this Consent, the Security Agreement or otherwise, nor
shall the Collateral Agent, the Collateral Agent's designee or the Lender be obligated or
required to (i) perform any of the Borrower's obligations under the Assigned Agreement, except,
in the case of the Collateral Agent or the Collateral Agent's designee,

during any period in which the Collateral Agent or the Collateral Agent's designee is a Substitute
Owner pursuant to Section 1(b), in which case (A) the obligations of such Substitute Owner shall
be no more than those of the Borrower under the Assigned Agreement, (B) such Substitute Owner
shall have no personal liability to the Consenting Party for the performance of such obligations,
and (C) the sole recourse of the Consenting Party for the performance of such obligations shall
be to such Substitute Owner's interest in the Project, or (ii) take any action to collect or enforce
any claim for payment assigned under the Security Agreement.
2. PAYMENTS UNDER THE ASSIGNED AGREEMENT
The Consenting Party shall pay all amounts payable by it under the Assigned Agreement, if any,
in the manner required by, and subject to the terms and conditions of, the Assigned Agreement,
directly into the account specified on Exhibit B attached hereto, or to such other person or
account as may be specified from time to time by the Collateral Agent to the Consenting Party in
writing.
3. MISCELLANEOUS
(a) Applicable Law• Submission to Jurisdiction. THIS CONSENT, AND ANY INSTRUMENT OR
AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED
FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER TI IAN THE LAW OF
THE STATE OF NEW YORK.
(b) Notices. All notices and other communications hereunder (i) shall be in writing,
(ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is
addressed except that communication or notice so transmitted by telecopy shall be deemed to
have been validly and effectively given on the day (if a business day and, if not, on the next
following business day) on which it is transmitted if transmitted before 4 p.m., recipient's time,
and if transmitted after that time, on the next following business day, in each case as evidenced
by transmittal confirmation received by the transmitter, provided, however, that if any notice is
tendered to an addressee and the delivery thereof is refused by such addressee, such notice

shall be effective upon such tender, (iii) shall be sent by first class mail, by personal delivery, by
a nationally -recognized courier service, by facsimile or by email (attached as a portable
document file (_pdf) only), and (iv) shall be directed as follows:
If to the Consenting Party: North Carolina Electric Membership Corporation
3400 Sumner Blvd.
Raleigh, NC 27616
Attn: Michael Burnette
If to the Borrower: PSNCF1, LLC c/o ReneSola Power Holdings, LLC 1300 Clay St,
Suite 550, Oakland, CA 94612, Attn. Kevin Chen
If to the Collateral Agent: JFinancing Party]
[Address] [Fax] [Email]
The above parties may, by notice given hereunder, designate any further or different addresses
to which subsequent notices or other communications shall be sent.
(c) Amendment. Waiver. Neither this Consent nor any of the terms hereof may be terminated,
amended, supplemented, waived or modified except by an instrument in writing signed by the
Consenting Party, the Collateral Agent, and, unless an event of default under the Financing
Agreement has occurred and is continuing, the Borrower.
(d) No Waiver: Remedies Cumulative. The waiver of any right, breach or default under this
Consent by any party must be made specifically and in writing. No failure or delay on the part of
the Collateral Agent in exercising any right, power or privilege hereunder and no course of
dealing between the Consenting Party and the Collateral Agent shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder
preclude any other exercise, or the further exercise, of any other right, power or privilege
hereunder. No notice to or demand upon any party shall entitle such party to any further,
subsequent or other notice or demand in similar or any other circumstances. The rights and
remedies herein expressly provided are cumulative and not exclusive of any rights or remedies
that the Collateral Agent would otherwise have.
(e) Counterparts. This Consent may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument.
(f) Headings Descriptive. The headings of the several sections and subsections of this Consent
are inserted for convenience only and shall not in any way affect the meaning or construction of
any provision of this Consent.
(g) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in
any way be affected or impaired thereby.

(h) Successors and Assigns. This Consent shall be binding upon the parties hereto and their
permitted successors and assigns and shall inure to the benefit of the parties, their designees
and their respective permitted successors and assigns; Provided, however, that no party or its
respective successor or assign shall assign any of its interest in this Consent except in
connection with an assignment of its interests in the Assigned Agreement and then only to the
same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned.
(i) Survival. All agreements, statements, representations and warranties made by the
Consenting Party herein shall be considered to have been relied upon by the Collateral Agent
and the Lender and shall survive the execution and delivery of this Consent.
(j) Conflicts. In the event of a conflict between any provision of this Consent and the provisions
of the Assigned Agreement, the provisions of this Consent shall prevail.
(k) Further Assurances. The parties hereto hereby agree to execute and deliver all such
instruments and take all such action as may be necessary to effectuate fully the purposes of this
Consent.
(1) Termination. Each parry's obligations hereunder are absolute and unconditional, and no party
has the right to terminate this Consent or to be released, relieved or discharged from any
obligation or liability hereunder until all loans and all other obligations under the Financing
Documents (other than indemnities and other contingent obligations not then due and payable
with respect to which a claim has not been made) have been satisfied in full, notice of which
shall be provided by the Collateral Agent when such obligations have been satisfied.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed
by their respective officers as of the date first above written.
North Carolina Electric Membership
Corporation, as Consenting Party
By -
Name:
Title: G©
PSNCF1, LLC, as Borrower
By:
Name: Kevin Chen
Title: President
[Financing Party], as Collateral Agent
By:
Name:
Title:

EXHIBIT A
Assigned Agreement to be attached.

EXHIBIT B
PAYMENT INSTRUCTIONS
Accounts Bank
ABA Number
Account Number
Ref.