SW6171203_Info Update_20190520

M%tp RA.(,P.ivA.H I Fee Paid I Permit Number 11
PERMIT INFORMATION UPDATE APPLICATION FORM
There is No FEE for updating project name or pertnittee information.
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, HCA or POA)I-
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 NCSOS,
A, NEW PERMIT INFORMATION RECE1\570 -k�AeA5.1-
Mate Storrnwater Permit Number: SW6171203 MAY 2 12019
MCKID I Akin ni IA1 ITV
Are you updating STORMWATER PERMITTING
so, please provide the updated information:
(check all that apply):
Z Project name Panda Solar LNG 10, LLC
Z Corporation Name' Panda Solar NC 10 LLC
. . .............. ---
Permit Contact Name 2 ,3 Spencer Doran Hole
Permit Contact Title President
Mailing Address850 Canal Street, Suite 3D, Stamford, CT 06902
Phone number f347) 577-9055
Email address :o�laowe�rcom
....
. ................... .
Provide documentation such as a Name Change / Merger filed with the NCSOS.
Provide supporting documentation such as NC CIS filing. The permit contact's position must be in accordance
with 1 �A t z CAC 02H
If more than one point of contact or mailing address is being changed, please attach a separate sheet
I, Pristine Sun Fund 12.,,LLB _, 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 a, complete to the best of my knowledge,
Signature,
Date:
. .......... ............. . ... . ................... . ..... . ...
, a Notary Public for the State of
County of do hereby certify that S-I;wnx-
J
personally appeared before me this the f day of 20
1 — -&—, and acknowledge the due
execution of the forgoing instrument. Witness my hand and official sera,
(Notary seal)
Notary Signature 4-�
My commission expires
Stormwater Permit information Update Form, Page 1 of 1
sCA c,
TAN0,07CA623378i',
QUALIFIED IN S
NASSAU COUNTY
COMK EXP,
12-27-2022
OF Nsllr4
May 11, 2017

POBox 93}~l74Q4US42|S."Dunn, N[28B5
910.802.8071 °880.3]8-553O°oremc.cpm
PSNCF1,UI
13OOClay Street
Suite55O
Oakland, CA 94612
RE, Reassignment ufInterconnection Agreements
This letter serves as a reassignment of the interconnection agreement for Barker Project 20031 (5748
Walter Canady Rd,Hope Mills, NC 28348)nriginally signed and agreed upon by PSNCF1,UIto Panda
Solar NC 10, LLC effective immediately, The terms and conditions of the prior inLerconnection
agreement will remain in full force and effect until such time that a new interconnection agreement is
signed and Panda Solar NC 10, LLC will be released from any future obligations,
Agreed to by:
DGOwner Operator
Name Kevin Chen
Title Manager
Date October 18.2U17
South River Elec�cMb�� Corpo ion

ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made this
3rd day of August, 2017, by and between PSNCFI, 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 10, 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 21, 2014, for premises presently leased by the Assignor consisting of approximately
127 acres of land, Assessor's Parcel Number 0422-54-1009 located at Chicken Foot 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: (i)
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

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-
1

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 Assigmment 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 Lease as of the day and year first written above.
Assignor:
PSNCFI, LLC
By:
Kevin Chen, Manager
Buyer:
PANDA SOLAR NC 10, LLC
By:
Kevin Chen, Manager
[Signature page to Assignment ano'Assumption 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 10, 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 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 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
continue to make all payments to be paid and perform such obligations until the Effective Dale 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 remedy or claim 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).
II. 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
K

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
� 641-�
By:
Kevin Chen, Manager
Assignee:
PANDA SOLAR NC 10, 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 2016 Effective Date") is made by and between PSNCF1, LLC, her
Qualifying Facilities ("Standard Contract"), effective as of
Seller," and North Carolina Electric Membership Corporation, hereinafter c eied "
(each a "Pa emafter called
"Party" and collectively the "Parties"). This Standard Contract, and the Compan 's
Schedule QF, Power Purchases from Qualifying Facilities ("Tariff'), collective) f Company"
purchased power agreement between the Parties Y
will, and hereby agrees to, purchase the electric! suppliedY form the
("Agreement"), pursuant to which NCEMC
("Facility") located at or near 5748 Walter Canadry by Setters Solar PV
12091, net of the Facility's own auxiliary electrical requirements.adO aMills NC 28348 APN: 0422-54-
2 Applicable Tariff — The applicable version of the Tariff shall be the Schedule
2014_, attached to this Agreement as Exhibit 1. The Seller has elected the fixed r
Provided in the Tariff for the first five 5 QF
( )years of the Term, ate of payment
3 Term -The term of this Agreement is from the date Seller first delivers el
Company ("Commencement Date"
Commencement Date ("Term"). For and the second five nuing for a period of fifteen 15 electricity to
initial five 5 ( )years from the
( ) year fixed rate period provided in the Tariff, Company shall determine and a
( )years of the Term not covered by the
Seller its then applicable avoided cost rate, but agrees that such rate shall not be
fixed rate offered in the initial five 5 pay
(that is, years eleve10 1) throughfifteen(15) ofthe eTerm), rm. ForCompany sh ll less than the
applicable avoided cost rate, and a ()Years of the Term
Extension of the Agreement beyond the Term, or subsequent purchases b Comp n y its then
pay Seller in accordance with its then -applicable Tariff.
Seller's Facility, shall be pursuant to Company's Tariff in effect at the time of the
expiration. Y Company from
Agreement's
4 Failure to Produce -Company may terminate this Agreement if Seller is unable to
deliver electricity to Company within twelve (12) calendar months of the Effective
p
Company may, at its sole discretion, extend the date for termination due to failure Upon this or any other termination of the Agreement, Company's obligation to Date.
output shall be as required b law a to produce.
1978 ("PURPA„ Y pursuant to The Public Utilities Regulatory Policies ActfPurchase Seller's
), or any successor or preemptive legislative or regulatory requirement. Absent
repeal or modification to PURPA, that obligation will be paid at Company's
effect. Provided, however, that if this Agreement is terminated due to a default b �
Seller, nor any affiliate and/or successor of Seller, nor any affiliate and/or successor default
S Rot, then in
the Facility, Including without limitation ownership and/or operation n /o Facility Y of S neither
seek to require Company to purchase any output from the Facility at a price hihe of Seller to
r than the
Contract Price set forth in the Tariff attached as Exhibit 1 for an y' will require or
covered by the Term of this Agreement had this A Y Period that would have been
Agreement remained in effect.
5 PURPA -Unless otherwise agreed to by the Parties, this Agreement shall
only if Seller's facility is a "Qualifying Cogenerator or Small Power Production Facility"
defined by PURPA, and the rules set forth by the Federal Energy be applicable
("FERC")' gy Regulatory ryas
ry Commission

(a.) The Agreement may be transferred and assigned by Seller to an
corporation purchasing or leasing and intending to continue the operation of the Facility,
Provided the Facility continues to be a F Y Person, firm, or
assignor's obligations and provided the assignee first obtains such a
and any assignee expressly assumes the
required by all applicable regulatory bodies. The Seller may also, without the prior consent
Of Company approvals 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 pa
Company shall execute and deliver to such financing with
consents or other documents that are reasonably required b such financing
customary for projects similar to the Facility, including a Consent Y estoppel certificates,
substantially in the form attached hereto as Exhibit 2. Y g Pa�Y and are
to Collateral Assignment
(b.) The Company may, without the prior consent of Seller and without relieving itself f
liability hereunder, transfer, sell, pledge, encumber or assign this Agreement
accounts, revenues or proceeds hereof in connection with any financing or other financial
arrangements (including, without limitation, to an indenture trustee or to he Rural
or the
Service of the United States Department of Agriculture ("RUS" ).
In the event the Company assigns its Agreement to a Secured P2I Utilities
ance with
this section, the Secured Pa ) (each a "Secured Party"}.
Party shall have the right upon written notice to Selleracco, to assume
all of the obligations of the Company under this Agreement. In such case, the Secured
Party shall be allowed, without the prior consent of Seller, to assign this Agreement
P
third party, on the condition that such third arty shall be required to use the Outo a
tput
Purchased pursuant to this Agreement to serve the Company's load. The Company'sright
to otherwise assign this Agreement shall be subject only to the requirement that any assignee
expressly assumes the assignor's obligations hereunder, and that the assignee first obtains
such approvals as may be required by all applicable regulatory bodies. gee
8• Termination or Suspension of the Agreement
(a•) Company, in addition to all other legal remedies (other than termination of
the
Agreement which is covered under Section 8 b ), may suspend purchases of
electricity from Seller: (1) for any material breach of Agreement by Seller, not caused
a condition of Force Majeure, which Seller fails to cure within thirty
received written notice of Company's intent to suspend, which such thin 30 day by
shalt be extended for an additional thirty (30) days of having
requires more than thirty (30) days, and (►i) Seller commences such cure within such thirty
y period and diligently prosecutes such cure; (2) for failure toPay any
bills to Company's member cooperative when due and payable, after Seller's failure
cure such condition within ten (10) days of having received written notice of Company's applicable
intent to suspend; (3) for fraudulent or unauthorized use of an applicable meter; or to
a condition on Seller's side of the point of delivery actually known by Company to be or
which Company reasonably anticipates may be, dangerous to life or Property.(te for
(1) or (2), above, Company's written notice shall be delivered to Seller, personally,b
or electronically with confirmed receipt, stating what in particular in the Agreement
items
been violated. For items (3) and (4), above, Company Y mail,
ent has
Purchases, within a reasonable time period. The du at onyof the suspension of Purchases notice after +
shall not exceed the length of time the condition of suspension is known by the Com
to exist.
pang

(b.) in addition to all other legal remedies, Company
Seller its
to cure a material breach or may terminate the Agreement
thirty (30) days of having received notice of suspension nbwhich so g ment if: (1)
shagl be extended for an additional the Company's member within
requires more than the thirty (30) days if i such thirty (30) day period
(30 day y gent days, and e) Seller commences such cure within such thirty
such breach reasonably
) Y period and diligently prosecutes such cure;
applicable meter does not promptly cease
unauthorized use of an a tic Seller's fraudulent use of an
received notice ofousne applicable
le or meter does not o ceasewithinthirty (30e of ) d' {3) Seller's
Purchases are not addressed and erred ed within conditions
n itions prompting
r m gent days of having
suspension. piing suspension of
thirty (3n) days following notice of
(c.) Company reserves the right to suspend
Part at such times and for such purchases from Seller without liability
the purpose i facilitating f periods and in such manner as it may
repairs on the applicable g or accommodating necessary t deem changes
in, for
distribution or transmission system, including lines, sub
or other facilities. In the event of an adverse condition o di adjustments to, changes in, or
Company's member cooperative disturbance on the system of
interconnected with it, which requires automatic or
electricityany other system directly or indirectly
to some customers or areas in order t i limit the extent or dam
condition or disturbance, or to prevent darns manual interruption of the supper of
to expedite restoration of service damage to generating or transmission facilities,age of the or
service to customers or areas, vicinterruptmay, purchases from Seller, and to a suchincurring rother interrupt
as appears reasonably necessary.
(d•) Seller may termin
terminate the Agreement upon written notice
to pay invoices when due after the Company's
(10) days of having received written notice of Seller's intent for the Company's failure
failure to cure such condition within ten
Company's material breach of the Agreement, which the Company
gent days of having received written notice of Seller's intent to to to terminate, it n t the
p ny faits to cure within thirty
9. Capacity terminate.
(a•) Electricity supplied by Seller hereunder shall have a
1199 _kW ("Contract Capacity,),
maximum generation capacity of
(b.) In cases where the actual capacity delivered exceeds the Contract Ca
requests an increase in the capacityof
Company may re Company's member Capacity or Seller
Agreom�F��t, therebquire Seller to axc�cute a new cooperative s facilities,
agreement or amendment, Seller shafl not exceed the existing
or amend an establishing new Contract Capacity. In the absence of such new
Company shall have no obligation for purchases of such excess
existing Contract Capacity and
10. Billing electricity.

(a.) On or before the tenth (10th) day of an applicable month, Company shall provide
Seller a statement based upon the meter data for the Facility's output delivered in
such
Previous calendar month and the prices p e the
statement and notify Company b specified in the Tariff. Setter will review the
P Y y the 15th day of the month if it disagrees with the amount
to be paid. If Seller does not notify the Company by the 15th day of the month, Seller
be deemed to have agreed with the amount specified n the Company's
Company will a shall
pay Seller by the 25`h dayP ny's statement.
notification that Seller is in agreement with Company's nstatementh, or�thin or su0days following
t isch agreement is
established by Seller's not having responded otherwise.
(b.) Once per calendar year, the Company may, at its cost, audit all meter data upon
reasonable notice. The Company
reasonable prior notice for the pu p se of ve ifyingaccesser adings and ca► brat ons. es and with
(c.) If it is not possible to read the meter for any reason, Seller's production may be
estimated by Company on the basis of Seller's production during
Preceding billing period for which readings were obtained, unless some unusual condition
is known to exist. A bill or payment rendered on the basis of such estimate shall be as
most recent
valid as if made from actual meter readings.
(d.) The term "Month" or "Monthly" as used in Company's
month, commencing at the beginning of the, first day of u I calendar month a calendar
(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.
% Meter Stoppage or Error -!n the event a meter fails to register accurately in ex
2margin for error, Company will adjust the measured energy for the period of time the meter
was shown to be in error, and shall pay to Seller, or Seller shall refund to Com an cess of a
difference between the amount billed and the estimated amount which would have
had the meter not exceeded the 2% margin. p Ybeen billed
, the
12. Data Requirements —
Seller shall make In the event the Balancing Authority. Transmission Owner, member cooperative,
g quality data available to the Company daily
requires detailed telemetry data, including but not limited to real time data and ambient
data, Seller is responsible for all data delivery and any associated charges totpl Company
requirements. condition
comply with the
'13. Continuation of purchases and Liability Therefor
(a•) Company does not guarantee continuous
diligence at all times to provide for uninterrupted acceptance of electricity and having reasonable diligence shall not be liable to Sellerford es 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, lossesperso, costs, and expenses for
loss, or damage to persons or grope save Company
Seller or Seller's employees on account of defective construction, wiring, orequipment, m1uor
nal 1 ry or property damage to
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 Seller
shall not be obligated to indemnify Company for any loss, liability, damage, claim cogs
charge, demand, or expense resulting from Company's own sole negligence or willful
misconduct. cost,
ul

94. 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 a
commission, bureau, board, administrative agency or regulatory body succeeding to the
pproval of the RUS, or any department,
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; [glided, 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
Company, from Seller, are subject to changes, restrictions, curtailments, or complete
suspensions by Company as may be deemed b ry or advisable (a) on
it to be necessary for purchase by
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 an
emergency due to war, or catastrophe, all without liability on the part of the Compan
therefor. Y
Y
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
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 a
a more advantageous price; (ii) lack of fuel source that is not caused by or is not the resttglt
of a Force Majeure; (iii) any forced outage of the Facility or oily failure of any component
and/or equipment of the f-aclllty that is not caused by or is not the result of Force Majeure;
(iv) Seller's failure to obtain or maintain an p nt
law; and (vi) Seller's failure to finance and/or construct the Facility. Increased cost
y permit, certificate or license; {v) a change in
performance by Seller (including the reduction or elimination of production tax credits or
any similar subsidy associated with the production of electrici b of
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 Fore Y the Facility) shall not
Majeure, in the event of
any dispute arising under this Agreement. In the event a Force Majeure event prevents
either Patty from performing its obligations for a period of at least twelve months, the other
Party may terminate this Agreement upon written notice, and neither Pa
liability to the other Pa
liability
liabilities incurred pro to termination. against the other Pa Party will have any
rty, other than for amounts due

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 grope
including property of Company,
design, construction, maintenace, repaiir, oOut peration,r in csupervis on, onnection rinse inspection sneering,
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.
or
(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 the
federal law of the United States of America.
(b.) Any judicial action, suit, or proceedings arising uut 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
(i) such Party is not subject to the jurisdiction of the state or federal Courts within North
Carolina; or (H) such suit, action, or proceeding is brought in an inconvenient forum; or iii
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, bindin
documents, representations and agreements, whether written or Ural. No amendment,
modification, or change to thls 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 understands,
and voluntarily accepts every provision, term, and condition of this Agreement. Each Party
agrees that this Agreement shall be considered for all purposes as prepared through the
joint efforts of the Parties, and no Party shall have an
such Party by reason of such Pa y provision hereof construed against
hereof, or execution of this Agreement Each Party irrevocably wai notiating, or v ssthe y provision
benefit of anyrule 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 Party'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 an
affiliate of that Party's name, logo, or likeness in an
publication,
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 an Pa
employee, agent, partner, joint venture, or contractor of an Party. This Agrt
reement
other Pa y' as the
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, wilt 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 yr rendered unlawful by a
cuurt of law, or deemed unlawful because of a statutory change, shall not, to applicable
the
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.
PSNCF11 LLC
Name: Kevin Chen
Title: Manager
NORTH CAROLINA ELECTRIC MEMBERSHIP CORPORATION
By: < lle�l' !,--
Name: /��Cl�a-C2 ZIU ';E�veN 'r1re
Title: 64Q)
Z)'4� -IC11,1611 201 b

berVice under this Schedule is available to generators of elect city
Qualifying Facilities {QF by the Public Utility Regulatory Policies Act 111978daIII ed
s arrx'nded
and which are Interconnected with the distribution system of an NCEMC Partici • tin
Service under this schedule is available to QFs with a contract capacity g Member,
to 500 kW and up to 2 TWi For QFs with a contract ca act p tY greater than or equal
will be based on individualized determination of the avoided cost applicable to that generator.
capacity greater than 2 %9w, the credits
In certain instances, Seller and NCEMC may negotiate terms and conditions that vary €COM this
Schedule or are otherwise unique to that particular transaction This service is conditioned
fr
upon entering into a Power Purchase Agreement "PPA'�) With , This s
RATE OPTIONS
CEMC-
A OF may choose one of the two rate options in the Schedule OF,,
1. variable Rate for energy and capacity credits,
2, Five Year Fixed Rate for energy and capacity credits.
If the Five Year Fixed rate option is selected and the PPA With NCEMC is greater than or
equal
to 10 years, NCEMC will recalculate and offer a new Five Year Fixed Rate after the first rive
Years that will be no Tower for the subsequent rive year term than the a irtng Frye Year Fix
Rate,
ed
The rate option chosen will begin on the commencement date of the PPA for new QFs.

Effective as Of August 1, 2014
RATE UPDATES
The Variable Rate specified by this schedule will 'main in effect until such time as the
Schedule QF Is mOdirfed by the NCEMC Board or Directors,
TYPE OF SERVICE
This Schedule provides for the purchase Of alternating Current, 60 Hertz, three phase ele ci:
at a voltage available at the interconnection point, ctri ty
MONTHy CREDITS OR PAYMENTS
There will be a Monthly credit or payment for the energy and capacity ,
as defined below, it applicable, supplied
PURCHASE ENERGY AND CAPACITY DETERMINATION
The Purchase Energy and Capacity will be the electric energy grid
enerated,
which is metered at the Point where energy Is delivered to the gridexpressed in kVM,
In accordance wita monthly h the PP
SO forth below, NCEMC shall Pay Seller for Purchase Energy and Capacity as
on basis, Such Payments Shall be reduced by an administrative
charge of $256 per month and by any applicable Power factor charges-

Effective as of August 1, 2014
2014 umtg rnvjzc_��j
kWh
Variable
Five Year
Rate
Fixed Rate
Energy On -Peak
Hours
4.028
4,540
Off - Peak
Hours
3,601
3,819
Capacity Peak
(017-Peak Months
2,589
2, 51
Hours only} Shoulder
Months
9BOff--Peak �Qefinjtiown
® On -Peak Hours (Mon — Fri)
AprlthruSep3o Hours between 10�00 am and 10,00 Pm
OctlthruMar3i Hours between 6:00 am and 1100 Pm, Plus hours
between 4:00 pm and 9:()o pm
Off -Peak Hours.- all other Weekday hours not defined above, Plus weekends and
holidays
Holidays: New Yees Day, Good Friday, Memonal Day, Independence
Day, Labor Day. Thanksgiving Day & Day After, Chfistnias Day
If the holiday falls on Saturday, the Friday before will
peak be considered off -
If the holiday falls on Sunday, the Monday after win be considered off-peak
Peak Months (Capacity credit)' , June through September
Shoulder Months (Capacity Credit)- January through May and October through
December
Applicable to only On -Peak Hours

Effective as of August 1, 2014
POWER FACTOR CORRECTION
Power factor corrections may be made in accordance with NCEMCs Tariff, NCEMC
reserves the light to require the Installation of facilities necessary for the measurement
Of Power factor and to recover associated costs,
INTERCONNECTION SERVICE AGREEMENT
Seller Must enter into an Interconnection Agreement wnh the NCEMC Participating
Member that owns the distribution system to which the QF is interconnected,

Exh---ibit 2
CONSENT TO COLLATERAL ASSIGNMENT
TO STANDARD CONTRACT FOR QUALIFYING FACILITIES
(PROJECT: 20031 Barker; APN: 0422541009)
This CONSENT TO COLLATERAL ASSIGNMENT TO STANDARD CONTRACT FOR
QUALIFYING FACILITIES (this "Consent"), dated as of V Carolina Electric Membership Corporation (the "Consen,!2tin a ' s entered into among North
Carolina limited liability company (the "Borrower"), and j~ Financing Pa
rt ) PSNCFI, LLC, a North
the Secured Parties (as defined in the Financing Documents referenced jbelow (ogethergwith its
successors in such capacity, the "Collateral Aa
below). ent") under the Credit Agreement (as defined
-
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 99gg, kW to
be located at 5748 Walter Canad Road Ho a Mills NC 28348 APN: 0422-54-
"Pro'ect"); 1QQ9) (the
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 AareemP�t) 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 Coil Lr ting 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 (i) acknowledges that the Collateral Agent
upon the execution and delivery by the Consenting Party of the Assigned Agreement and
and the Lender are entering into the Financing Documents and making certain loans in reliance Consent, and (ii) consents in all respects to the pledge and assignment to the Collateral Athis
of all of the Borrower's right, title and interest in, to and under the Assigned Agreement pugent
to the Financing Documents. rsuant
(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 (iiito 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; 2LqyLided, 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 Financing Part- b 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 Proceedin s. 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 ben allowed
a reasonable additional period to complete such foreclosure proceedings, sucl i 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) Reolacement 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 Liabii�. The Consenting Parry 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 Sect_on 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.
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) AaDlicable 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 THAN 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: [Financing 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.
M 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.
(9) 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; gEgMided, 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 n only to the
and the
same person(s) or entity(ies) to which its interest in the Assigned Agreement is a 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.
®) 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 party'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
ByW. I
Name: 1�tJ,2N ��
Title:
f� � �-7 Vc-Tw/-3�n- Za/b
PSNCFI, LLC, as Borrower
By:
Name: Kevin Chen
Title: President
[Financing Party], as Collateral Agent
By:
Name:
Title:

PAYMENT INSTRUCTIONS