PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of the 18th day of August, 2023 is made by FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company, having an address at 3 Great Pasture Road, Danbury, Connecticut 06810 (“Pledgor”), for the benefit of LIBERTY BANK, a mutual savings bank, having an address at 315 Main Street, Middletown, Connecticut 06457, in its capacity as administrative agent for itself and the Secured Parties (in such capacity, the “Administrative Agent”).
RECITALS:
A.Pursuant to that certain Credit Agreement dated as of the date hereof, among Pledgor, the Lenders from time to time party thereto, and Liberty Bank, a mutual savings bank, as administrative agent and lead arranger (as the same may be amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have agreed to make a loan to the Pledgor in the original principal amount of Twelve Million and No/100 Dollars ($12,000,000.00) (the “Loan”).
B.Pledgor is the legal and beneficial owner of all of the Class B Membership Interests (as defined below) in Tax Equity Holdco (as defined below).
C.To induce the Lenders to make the Loan to Pledgor, and in order to more fully secure its obligations under the Loan Documents, Lenders have requested, and Pledgor has agreed, to pledge and grant a first priority security interest in the Collateral (as defined below).
D.The Pledgor will receive substantial direct and indirect benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and Pledgor is, therefore, willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the recitals and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees as follows:
Section 1.Definitions. All capitalized terms defined in the Credit Agreement are used herein as defined therein. In addition, as used herein:
“Assignment of Interest” shall have the meaning ascribed thereto in Section 2.2 hereof.
“Class B Membership Interests” shall have the meaning ascribed thereto in the Tax Equity Holdco Operating Agreement.
“Collateral” shall have the meaning ascribed thereto in Section 2.1 hereof.
“Pledged Interests” shall have the meaning ascribed thereto in Section 2.1 hereof.
“Pledged Securities” shall have the meaning ascribed to such term in Section 2.1 hereof.
“Relevant Documents” shall mean the Tax Equity Holdco Operating Agreement, and all other organizational documents of Tax Equity Holdco, as any of the same may hereafter be amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time.