Offers, Sales and Resales of Notes.

While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer and the Guarantors contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, neither the Issuer nor any Guarantor shall, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer and the Guarantors one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer and the Guarantors hereby undertake to provide the Dealer prompt notice, or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer and the Guarantors which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith or have executed agreements with the Issuer and the Guarantors prior to the date hereof which contain such provisions (in the case of clauses (a) and (b), each, an “Other Dealer” and collectively, the “Other Dealers”). In no event shall the Issuer or any Guarantor offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than Other Dealers as specifically permitted in this Section 1.2.

The Notes shall have a minimum Face Amount of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their Face Amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 397 days from the date of issuance and may have such

The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agent Agreement, and the Notes shall be book-entry notes evidenced by one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms annexed to the Issuing and Paying Agent Agreement.

If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agent Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer and the Issuer shall have failed to return promptly such funds to the Dealer against its return of the Note, the Issuer and the Guarantors agree, jointly and severally, to reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.

The Dealer, the Issuer and each Guarantor hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:

Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.

Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.

No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, without the prior written approval of the Dealer (such approval not to be unreasonably withheld or delayed), neither the Issuer nor any Guarantor shall issue any press release, make any other statement to any member of the press making reference to the Notes, the offer or sale of the Notes, the Guarantee or this Agreement or place or publish any “tombstone” or other

No sale of Notes to any one purchaser shall be for less than $250,000 Face Amount, and no Note shall be issued in a smaller Face Amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 Face Amount of Notes.

Offers and sales of the Notes shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.

The Dealer shall furnish or make available or shall have furnished or made available to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously been furnished or had made available to it a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer, the Guarantors and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer and the Guarantors may be obtained.

The Issuer and the Guarantors, jointly and severally, agree, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer or any Guarantor shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer or such Guarantor, as applicable, will furnish, upon request and at their expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).

In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.

Each of the Issuer and each Guarantor represents that neither the Issuer nor any Guarantor is currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. Each of the Issuer and each Guarantor agrees that, if the Issuer or any Guarantor shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer and each Guarantor will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer or such Guarantor, as the case may be, pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer or such Guarantor, as applicable, will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act.

Each of the Issuer and each Guarantor hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:

Each of the Issuer and each Guarantor hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the preceding six months neither the Issuer nor any Guarantor nor any person other than the Dealer or the Other Dealers acting on behalf of the Issuer or a Guarantor has offered or sold any Notes, or any substantially similar security of the Issuer or a Guarantor (including, without limitation, medium-term notes issued by the Issuer or a Guarantor), to, or solicited offers to buy any such security from, any person other than the Dealer or the Other Dealers. Each of the Issuer and each Guarantor also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the Other Dealers as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any Guarantor nor any person other than the Dealer or the Other Dealers (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the Other Dealers, it being understood that such agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(a)(2) of the Securities Act and shall survive any termination of this Agreement. Each of the Issuer and each Guarantor hereby (i) represents and warrants that it has not taken or omitted to take, and (ii) covenants that it will not take, or omit to take, in each case, any action, which action (or the absence thereof, in the case of an omission) would cause the offering and sale of Notes hereunder to be integrated with any other offering of securities, whether such offering is made by the Issuer or a Guarantor or some other party or parties, under circumstances that would cause the offering of the Notes by the Issuer to fail to be exempt under Section 4(a)(2) of the Securities Act.

The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences

The Issuer shall not issue Notes, or request the Dealer to offer and sell Notes, to the extent that after giving effect to such issuance and the application of the proceeds thereof, the aggregate Face Amount of outstanding Notes under the Program would exceed the Maximum Amount. The Issuer may from time to time increase the Maximum Amount by:

giving at least ten (10) days’ notice by letter substantially in the form attached hereto as Exhibit C (the “Notification Letter for an Increase in the Maximum Amount”) to the Dealer and the Issuing and Paying Agent; and

delivery of (i) a certificate from a duly authorized officer of the Issuer and each Guarantor confirming that no changes have been made to the organizational documents of the Issuer or such Guarantor since the date a certified copy thereof was most recently delivered to the Dealer or, if there has been any such change, a certified copy of the related organizational documents currently in force; (ii) certified copies of all documents of the Issuer and the Guarantors evidencing the internal authorization and approval required to be adopted by the Issuer or such Guarantor for such an increase in the Maximum Amount; (iii) a list of names, titles and specimen signatures of the persons authorized to sign on behalf of the Issuer and the Guarantors all notices and other documents to be delivered in connection with such an increase in the Maximum Amount to the extent there is a change in such persons following the increase in the Maximum Amount; (iv) an updated or supplemental Private Placement Memorandum reflecting the increase in the Maximum Amount of the Program; (v) one or more legal opinions of counsel to the Issuer and the Guarantors, addressed to the Dealer, in form and substance reasonably satisfactory to the Dealer; (vi) evidence from each nationally recognized statistical rating organization providing a rating of the Notes either (A) that such rating has been confirmed after giving effect to the increase in the Maximum Amount or (B) setting forth any change in the rating of the Notes after giving effect to the increase in the Maximum Amount; and (vii) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

Representations and Warranties of the Issuer and the Guarantors.

The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agent Agreement.

Such Guarantor is a corporation, limited partnership or limited liability company, as applicable, duly organized, formed or incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agent Agreement.

This Agreement and the Issuing and Paying Agent Agreement have been duly authorized, executed and delivered by the Issuer and such Guarantor, as applicable, and constitute legal, valid and binding obligations of the Issuer and such Guarantor, as applicable, enforceable against the Issuer and such Guarantor, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agent Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

The Guarantee has been duly authorized, executed and delivered by the Guarantors and constitutes the legal, valid and binding obligation of the Guarantors enforceable against the Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended.

The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and such Guarantor, respectively.

No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.

Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agent Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or such Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer or such Guarantor, or (ii) violate or result in a breach or a default under any of the terms of (a) the constitutive or organizational documents of the Issuer or such Guarantor, (b) any contract or instrument to which the Issuer or such Guarantor is a party or by which it or its property is bound, or (c) any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or such Guarantor is subject or by which it or its property is bound, which violation, breach or default with respect to clauses (b) or (c) would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer and the Guarantors, taken as a whole, or the ability of the Issuer or any Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement.

There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or such Guarantor threatened, against or affecting the Issuer or such Guarantor or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer and the Guarantors, taken as a whole, or the ability of the Issuer or any Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement.

Neither the Issuer nor such Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation is made by the Issuer or such Guarantor as to the Dealer Information.

None of the Issuer, any of its subsidiaries or, to the knowledge of the Issuer or any Guarantor, any director, officer, agent, employee, affiliate or other person acting on behalf of the Issuer or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of (i) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”), (ii) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, (iii) the U.K. Bribery Act 2010 (the “Bribery Act”), or (iv) any similar law or regulation of any other relevant jurisdiction, in each case to the extent applicable to such parties; and the Issuer and, to the knowledge of the Issuer or any Guarantor, its affiliates have conducted their businesses in compliance with the FCPA, the OECD Convention, the Bribery Act and any other similar law or regulation of any other relevant jurisdiction, in each case to the extent applicable to such parties and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

The operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental |Entity (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Entity involving the Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer and the Guarantors, threatened.

None of the Issuer, any of its subsidiaries or, to the knowledge of the Issuer and any Guarantor, any director, officer, agent, employee, affiliate or representative of the Issuer or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such Persons, “Sanctioned Persons”), nor is the Issuer or any of its subsidiaries located, organized, or resident in a country or territory that is the subject of Sanctions; and the Issuer will not directly or indirectly use the proceeds of the sale of Notes, or lend, contribute or otherwise make available such proceeds to the Issuer or any of its subsidiaries, joint venture partners or other Person, to fund any activities of business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction or the offering of Notes, whether as dealer, advisor, investor or otherwise) of Sanctions.

Neither the Issuer, nor any Guarantor, nor any of their respective subsidiaries nor any director or officer, nor to the knowledge of the Issuer or any Guarantor, any agent, employee, representative or affiliate of the Issuer or any Guarantor, or any of their respective subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”).

Except as has been disclosed to the Dealer or is not material to the analysis under any Sanctions, neither the Issuer, nor any Guarantor, nor any of their respective subsidiaries or affiliates has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Issuer, any Guarantor, or any of their respective subsidiaries or affiliates have any plans to increase its dealings or transactions, or commence dealings or transactions, with or for the benefit of Sanctioned Persons, or with or in Sanctioned Countries.

Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and each Guarantor to the Dealer, as of the date thereof, that, both immediately before and immediately after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantors set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer and the Guarantors, taken as a whole, or the ability of the Issuer or any Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement which has not been disclosed to the Dealer in

Each Guarantor will receive financial benefits from the issuance of Notes by the Issuer and the issuance by the Guarantors of the Guarantee in respect of the Notes.

Covenants and Agreements of the Issuer and the Guarantors.

The Issuer and each Guarantor will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes, the Guarantee or the Issuing and Paying Agent Agreement, including a complete copy of any such amendment, modification or waiver.

The Issuer and such Guarantor shall, whenever there shall occur any change in the condition (financial or otherwise), operations or business prospects of the Issuer or such Guarantor or any development or occurrence in relation to the Issuer or such Guarantor that would be material and adverse to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the securities of the Issuer or such Guarantor by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence. For the avoidance of doubt, if such notification would involve the disclosure of material non-public information, such notification is required only to disclose the existence of any such change, development or occurrence, and is not required to disclose the details of or any further information of any kind relating to any such change, development or occurrence.

The Issuer and such Guarantor shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer or such Guarantor to any national securities exchange or rating agency, regarding (i) the operations and financial condition of the Issuer or such Guarantor, (ii) the due authorization and execution of the Notes and the Guarantee, (iii) the Issuer’s ability to pay the Notes as they mature and (iv) such Guarantor’s ability to fulfill its obligations under the Guarantee, provided, that the obligations of the Issuer and the Guarantors under this Section 3.3 with respect to information included in any annual, quarterly and current reports filed by the Issuer or any Guarantor with the SEC on Forms 10-K, 10-Q and 8-K, respectively, shall be deemed to be satisfied if such information is publicly available through the website of the SEC.

The Issuer and such Guarantor will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that neither the Issuer nor any Guarantor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Neither the Issuer nor such Guarantor will be in default of any of its payment obligations hereunder or under the Notes or the Guarantee, or any of its material non-payment obligations hereunder or under the Notes or the Guarantee or material obligations under the Issuing and Paying Agent Agreement, in each case, at any time that any of the Notes are outstanding.

The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) opinions of counsel to the Issuer and the Guarantors, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agent Agreement as then in effect, (c) a copy of the executed Guarantee, (d) a copy of resolutions adopted by the Boards of Directors of the Issuer and each Guarantor, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer or such Guarantor, as the case may be, authorizing execution and delivery by the Issuer and such Guarantor of this Agreement, the Issuing and Paying Agent Agreement, the Guarantee and the Notes, as applicable, and consummation by the Issuer and such Guarantor of the transactions contemplated hereby and thereby, (e) in respect of the Issuer and each Guarantor, a certificate of its secretary, assistant secretary or other designated officer certifying as to (i) its organizational documents, and attaching true, correct and complete copies thereof, (ii) its representations and warranties being true and correct, and (iii) the incumbency of its officers authorized to execute and deliver this Agreement, the Issuing and Paying Agent Agreement, the Guarantee and the Notes, as applicable, and to take other action on behalf of the Issuer or such Guarantor in connection with the transactions contemplated hereby and thereby, (f) prior to the issuance of any book-entry Notes represented by a Master Note, a copy of the executed Letter of Representations among the Issuer, the Guarantors, the Issuing and Paying Agent and DTC and of each executed Master Note, (g) confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes, (h) a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Issuer and each Guarantor, (i) all information regarding beneficial ownership required by 31 C.F.R. §1010.230, including a completed form promulgated by the Securities Industry and Financial Markets Association to facilitate compliance with the requirements of the Financial Crimes Enforcement Network, and (j) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

The Issuer and the Guarantors, jointly and severally, shall reimburse the Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to this Agreement, including reasonable expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the distribution of the Private Placement Memorandum), and for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.

Neither the Issuer nor any Guarantor shall file a Form D (as referenced in Rule 503 under the Securities Act) at any time in respect of the offer or sale of the Notes or the Guarantee.

Without limiting any obligation of the Issuer or any Guarantor pursuant to this Agreement to provide the Dealer with credit and financial information, each of the Issuer and each Guarantor hereby acknowledges and agrees that the Dealer may share the Company Information and any other information or matters relating to the Issuer or the Guarantor or the transactions contemplated hereby with affiliates of the Dealer, and that such affiliates may likewise share information relating to the Issuer or the Guarantor or such transactions with the Dealer.

If any entity that is not then a Guarantor is, or is being added as, a guarantor under the Credit Agreement or any Domestic Subsidiary (used herein as defined in the Credit Agreement ) of the Issuer (other than a Domestic Subsidiary of the Issuer that is an Excluded Subsidiary or Securitization Entity (each used herein as defined in the Credit Agreement)) that is not then a Guarantor is, or is being added as, a Borrower, then on the same date that such entity becomes a borrower or guarantor under the Credit Agreement, the Issuer shall cause such entity to execute and deliver to the Dealer an accession agreement to this Agreement reasonably acceptable to the Dealer pursuant to which such entity will become a Guarantor hereunder and guarantee the Issuer’s obligations in respect of principal and interest on Notes, and cause such entity to become a party to the Guarantee and provide the Dealer with a copy of an executed joinder to the Guarantee (in such form as is reasonably satisfactory to the Dealer and Issuing and Paying Agent). In connection therewith, the Issuer shall cause such Guarantor to deliver to the Dealer, on such date that such entity becomes a borrower or guarantor of the Credit Agreement, in form and substance satisfactory to the Dealer, acting reasonably, documentation and information similar to those provided by such Guarantor in connection with its being added as a guarantor or borrower under the Credit Agreement and an amended and restated Master Note and Letter of Representations, or amendments thereto reflecting the joinder. In connection with the foregoing, the Issuer shall provide the Dealer with prior written notice of its intent to add a Guarantor hereunder, which notice shall, to the extent possible, be given at least ten (10) days in advance of the proposed effective date for such entity becoming a Guarantor hereunder.

Anything in this Agreement to the contrary notwithstanding, the obligations of a Guarantor hereunder and under the Guarantee will be automatically and permanently terminate and be released with respect to such Guarantor on the Guarantee Release Date with respect to such Guarantor. Upon a Guarantee Release Date with respect to any Guarantor, the Issuer shall deliver to the Dealer a copy of the amended Master Note and Letter of Representations reflecting the removal of such Guarantor and an amended and replaced Guarantee reflecting such release. Notwithstanding anything to the contrary contained in this Agreement, the Issuer shall not offer, sell or issue any Notes following a Guarantee Release Date until it prepares and distributes to the Dealer an amendment or supplement to, or an amended version of, the Private Placement Memorandum reflecting the release of such Guarantor. The Issuer and the applicable Guarantor shall give the Dealer prior notice of the proposed release of such Guarantor, which notice shall, to the extent possible, be given at least ten (10) days in advance of the proposed release of such Guarantor.

Disclosure.

The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer and the Guarantors. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer and the Guarantors concerning the offering of Notes and to obtain relevant additional information which the Issuer or any Guarantor possesses or can acquire without unreasonable effort or expense.

Each of the Issuer and each Guarantor agrees to promptly furnish the Dealer the applicable Company Information as it becomes available, provided, that the obligations the Issuer and the Guarantors under this Section 4.2 shall be deemed to be satisfied if such Company Information is publicly available through the website of the SEC.

(a) Each of the Issuer and each Guarantor further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer or such Guarantor that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

The Issuer and the Guarantors, jointly and severally, will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer or any Guarantor to the

The Issuer and the Guarantors, jointly and severally, agree to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under this Section 5 (whether or not it is a party to any such proceedings).

Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer or any Guarantor, notify the Issuer or such Guarantor, as applicable, in writing of the existence thereof; provided that (i) the omission to so notify the Issuer or such Guarantor, as applicable, will not relieve it from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by it of substantial rights and defenses, and (ii) the omission to so notify the Issuer or such Guarantor will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Indemnitee and it notifies the Issuer or applicable Guarantor of the existence thereof, the Issuer or such Guarantor will be entitled to participate therein, and to the extent that they may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and either the Issuer or any Guarantor or both, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer or any Guarantor, neither the Issuer nor any Guarantor shall have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the Issuer to such Indemnitee of the election of the Issuer and/or any applicable Guarantor so to assume the defense of such Claim and approval by the Indemnitee of counsel, neither the Issuer nor such Guarantor will be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that neither the Issuer nor any applicable Guarantor shall be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) neither the Issuer nor any applicable Guarantor shall have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer or any relevant Guarantor has authorized in writing the employment of counsel for the Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer and the Guarantors hereunder shall be in addition to any other liability the Issuer or any Guarantor may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns,

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer and the Guarantors, jointly and severally, shall contribute to the aggregate costs incurred by the Dealer and its related Indemnitees in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Guarantors, on one hand, and the Dealer, on the other hand, with respect to the issue or issues of Notes to which such Claim relates; provided, however, that such contribution by the Issuer and the Guarantors shall be in an amount such that the aggregate costs incurred by the Dealer and such other Indemnitees do not exceed the aggregate of the commissions and fees actually received by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.

“BHC Act Affiliate” shall have the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Bribery Act” shall have the meaning set forth in Section 2.13.

“Claim” shall have the meaning set forth in Section 5.1.

“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s and each Guarantor’s, as applicable, most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer or such Guarantor with the SEC since the most recent Form 10-K, (ii) the Issuer’s and each Guarantor’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and each Guarantor’s and their affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer or any Guarantor for dissemination to investors or potential investors in the Notes.

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Agreement” shall mean the Credit Agreement, dated as of April 12, 2024 among the Issuer, as borrower, the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent, as amended by that certain Amendment No.1 dated as of September 10, 2024, and as further amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Current Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(a).

“Dealer” shall mean the institution designated as “Dealer” on the cover page of this Agreement.

“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

“Face Amount” shall mean (i) with respect to any interest-bearing Note, the principal amount of such Note, and (ii) with respect to any Note sold at a discount, the amount payable with respect to such Note at the maturity thereof.

“FCPA” shall have the meaning set forth in Section 2.13.

“Guarantee Release Date” shall mean, with respect to a Guarantor, the date that is the latest of: (i) such time as such Guarantor is not, is released or relieved as, or ceases (or concurrently will cease) to be, a borrower or guarantor under the Credit Agreement (a “Guarantor Release Event”), (ii) the date written notice of such Guarantor Release Event is given to the Dealer by the Issuer and such Guarantor, (iii) the date on which all Notes outstanding on the date the Guarantor Release Event shall have occurred shall have been paid in full, and (iv) the date upon which the Dealer shall have received written confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes after giving effect to the release of such Guarantor or evidence that such rating has not changed after giving effect to the release of such Guarantor or an email from such rating organization to the same effect; provided that if at any time following the occurrence of a Guarantor Release Date with respect to a Guarantor, such Guarantor shall become a borrower or guarantor under the Credit Agreement, such Guarantor’s obligations under the Dealer Agreement, the Guarantee and any other related documents shall be automatically reinstated as of the date such Guarantor became a borrower or guarantor under the Credit Agreement.

“Indemnitee” shall have the meaning set forth in Section 5.1.

“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

“Issuer” shall mean the entity designated as the “Issuer” on the cover page of this Agreement.

“Issuing and Paying Agent Agreement” shall mean the issuing and paying agent agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time. For the avoidance of doubt, except to the extent otherwise agreed by the parties hereto, any replacement of, or any amendment or supplement to, the Issuing and Paying Agent Agreement shall not require this Agreement to be amended or supplemented.

“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agent Agreement.

“Master Note” shall have the meaning set forth in Section 1.4.

“Maximum Amount” shall mean the maximum of the aggregate Face Amount of the Issuer’s Notes permitted to be outstanding under the Program at any time (whether sold through the Dealer or Other Dealers), which such aggregate Face Amount shall not exceed $1,000,000,000, unless such amount is increased by the Issuer in accordance with Section 1.8 hereof.

“Money Laundering Laws” shall have the meaning set forth in Section 2.14.

“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.

“Other Dealer” and “Other Dealers” shall have the meanings set forth in Section 1.2.

“Outstanding Notes” shall have the meaning set forth in Section 7.9(b).

“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

“Program” shall mean the commercial paper program of the Issuer as contemplated by this Agreement, the Guarantee and the Issuing and Paying Agent Agreement.

“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A.

“Replacement” shall have the meaning set forth in Section 7.9(a).

“Replacement Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(a).

“Replacement Issuing and Paying Agent Agreement” shall have the meaning set forth in Section 7.9(a).

“Rule 144A” shall mean Rule 144A under the Securities Act.

“Sanctioned Countries” and “Sanctioned Country” shall have the meanings set forth in Section 2.16.

“Sanctioned Persons” shall have the meaning set forth in Section 2.15.

“Sanctions” shall have the meaning set forth in Section 2.15.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“U.S. Special Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

(a) Each of the Issuer and each Guarantor agrees that any suit, action or proceeding brought by the Issuer or such Guarantor against the Dealer in connection with or arising out of this Agreement, the Guarantee or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER, THE ISSUER AND EACH GUARANTOR WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer or any Guarantor under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.

This Agreement is not assignable by any party hereto without the written consent of the other parties; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each party to this Agreement agrees that the other parties may execute their counterparts of this Agreement by (i) an “electronic signature”, whether digital or encrypted, to the maximum extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Electronic Signatures and Records Act of New York, or any similar state laws based on the Uniform Electronic Transactions Act or (ii) an electronic transmission (including electronic mail in portable document format (pdf.) form), or other electronic means that reproduces an image of a manually-signed counterpart or (iii) a digital signature transmitted through DocuSign, Adobe Sign or any other secure portal for digitized signature of documents that complies with the U.S. federal ESIGN Act of 2000. Any such counterpart shall be effective to the same extent as delivery of a manually executed counterpart of this Agreement and treated as an original manually executed counterpart for all purposes of this Agreement.

Except as provided in Section 5 with respect to non-party Indemnitees, this Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever; provided, however, that Section 7.3(b) is hereby specifically and expressly acknowledged to also be for the benefit of the holders from time to time of the Notes, as third-party beneficiaries.

Each of the Issuer and each Guarantor acknowledges and agrees that (i) purchases and sales, or placements, of the Notes pursuant to this Agreement, including the determination of any prices for the Notes and Dealer compensation, are arm’s-length commercial transactions between the Issuer and the Guarantors, on the one hand, and the Dealer, on the other, (ii) in connection therewith and with the process leading to such transactions, the Dealer is acting solely as a principal and not the agent (except to the extent explicitly set forth herein) or fiduciary of the Issuer, any Guarantor or any of their respective affiliates, (iii) the Dealer has not assumed an advisory or fiduciary responsibility in favor of the Issuer, any Guarantor or any of their respective affiliates with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Dealer has advised or is currently advising the Issuer, any Guarantor or any of their respective affiliates on other matters) or any other obligation to the Issuer, any Guarantor or any of their respective affiliates except the obligations expressly set forth in this Agreement, (iv) each of the Issuer and each Guarantor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and the Guarantee, (v) the Dealer and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and/or the Guarantors and that the Dealer has no obligation to disclose any of those interests by virtue of any advisory or fiduciary relationship, (vi) the Dealer has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby or by the Guarantee, and (vii) each of the Issuer and each Guarantor has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Issuer and each Guarantor agrees that it will not claim that the Dealer has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or any Guarantor, in connection with such transactions or the process leading thereto. Any review by the Dealer of the Issuer or any Guarantor, the transactions contemplated hereby or other matters relating to such transactions shall be performed solely for the benefit of the Dealer and shall not be on behalf of the Issuer or any Guarantor. This Agreement supersedes all

(a) The parties hereto agree that the Issuer may, in accordance with the terms of this Section 7.9, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agent Agreement”) (any such replacement, a “Replacement”).

Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, to the extent that any provision of this Agreement requires any Guarantor to provide notice, or deliver any item or information, to the Dealer, such obligation with respect to such Guarantor shall be deemed to be satisfied if the Issuer provides such notice or delivers such item or information.

Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that:

The Other Dealers referred to in clause (b) of Section 1.2 of the Agreement are      .

The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:

HA Sustainable Infrastructure Capital, Inc.

1906 Towne Centre Blvd, Suite 370

Annapolis, MD 21401

HA Sustainable Infrastructure Capital, Inc.

1906 Towne Centre Blvd, Suite 370

Annapolis, MD 21401

In addition, Notes may be issued utilizing index rates other than those set forth herein, including, without limitation, SOFR, Ameribor and OBFR, and such index rates may be incorporated by (i) modifying this Statement of Terms through the Supplement to accommodate such alternative index rates, or (ii) expressly modifying the Statement of Terms to include such index rates.

Money Market Yield =

x 100

Bond Equivalent Yield =

x 100

Final Maturity. The Stated Maturity Date for any Note will be the date so specified in the Supplement, which shall be no later than 397 days from the date of issuance. On its Stated Maturity Date, or any date prior to the Stated Maturity Date on which the particular Note becomes due and payable by the declaration of acceleration, each such date being referred to as a Maturity Date, the principal amount of such Note, together with accrued and unpaid interest thereon, will be immediately due and payable.

Events of Default. The occurrence of any of the following shall constitute an “Event of Default” with respect to a Note: (i) default in any payment of principal of or interest on such Note (including on a redemption thereof); (ii) the Issuer or any Guarantor makes any compromise arrangement with its creditors generally including the entering into any form of moratorium with its creditors generally; (iii) a court having jurisdiction shall enter a decree or order for relief in respect of the Issuer or any Guarantor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or there shall be appointed a receiver, administrator, liquidator, custodian, trustee or sequestrator (or similar officer) with respect to the whole or substantially the whole of the assets of the Issuer or any Guarantor and any such decree, order or appointment is not removed, discharged or withdrawn within 60 days thereafter; or (iv) the Issuer or any Guarantor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, administrator, liquidator, assignee, custodian, trustee or sequestrator (or similar official), with respect to the whole or substantially the whole of the assets of the Issuer or any Guarantor or make any general assignment for the benefit of creditors. Upon the occurrence of an Event of Default, the principal of such Note (together with interest accrued and unpaid thereon) shall become, without any notice or demand, immediately due and payable.²

Unlike single payment notes, where a default arises only at the stated maturity, interest-bearing notes with multiple payment dates should contain a default provision permitting acceleration of the maturity if the Issuer defaults on an interest payment.

Obligation Absolute. No provision of the Issuing and Paying Agent Agreement under which the Notes are issued shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on each Note at the times, place and rate, and in the coin or currency, herein prescribed.

Supplement. Any term contained in the Supplement shall supersede any conflicting term contained herein.

a certificate from a duly authorized officer of each of the Issuer and each Guarantor confirming that no changes have been made to the organizational documents of the Issuer or such Guarantor since the date of the Dealer Agreement or, if there have been any changes, a certified copy of the related organizational documents currently in force;

certified copies of all documents of the Issuer and each Guarantor evidencing the internal authorizations and approvals required for such an increase in the Maximum Amount;

an updated or supplemental Private Placement Memorandum reflecting the increase in the Maximum Amount of the Program;

one or more legal opinions of counsel to the Issuer and the Guarantors, addressed to the Dealer, in form and substance reasonably satisfactory to the Dealer; and

evidence from each nationally recognized statistical rating organization providing a rating of the Notes either (A) that such rating has been confirmed after giving effect to the increase in the Maximum Amount or (B) setting forth any change in the rating of the Notes after giving effect to the increase in the Maximum Amount.

Each Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the “Notes”) issued by HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (the “Issuer”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of the date hereof, as the same may be amended, supplemented or modified from time to time, among the Issuer, the Guarantors and [    ] (the “Agreement”) and the Commercial Paper Dealer Agreements, each dated the date hereof (each a “Dealer Agreement” and collectively, the “Dealer Agreements,” and the Dealer Agreements collectively with the Agreement, the “Program Documents”), among the Issuer, the Guarantors, and each of the dealers from time to time parties thereto.

Each Guarantor’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Program Documents or the Notes.

This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and, subject to Section 8 hereof, shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Program Documents or the Notes or of any collateral security therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Each Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Program Documents and the Notes.

In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against one or more of the Guarantors to enforce this Guarantee without first proceeding against the Issuer.

This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Each Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the United States federal courts located in the Borough of Manhattan and the courts of the State of New York located in the Borough of Manhattan.

This Guarantee will be automatically and unconditionally released in respect of the Notes with respect to a Guarantor (the date of such release with respect to any Guarantor, the “Guarantee Release Date” with respect to such Guarantor) upon the date that is the latest of: (i) such time as such Guarantor is not, is released or relieved as, or ceases (or concurrently will cease) to be, a borrower or guarantor under the Credit Agreement (a “Guarantor Release Event”), (ii) the date written notice of such Guarantor Release Event is given to the Dealers by the Issuer and such Guarantor, (iii) the date on which all Notes outstanding on the date the Guarantor Release Event shall have occurred shall have been paid in full, and (iv) the date upon which the Dealers shall have received written confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes after giving effect to the release of such Guarantor or evidence that such rating has not changed after giving effect to the release of such Guarantor or an email from such rating organization to the same effect; provided that if at any time following the occurrence of a Guarantor Release Date with respect to a Guarantor, such Guarantor shall become a borrower or guarantor under the Credit Agreement, such Guarantor’s obligations hereunder and under the Dealer Agreements and other related documents shall be automatically reinstated as of the date such Guarantor became a borrower or guarantor under the Credit Agreement.

This Guarantee may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such separate counterparts shall together constitute but one and the same instrument. Any provision of this Guarantee held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guarantee and the transactions contemplated hereby (including without limitation amendments or other modifications and waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.