Common use of Effect of Withdrawal Clause in Contracts

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the Series. The Sharing Ratio(s) of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentence. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the Series, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(sUnreturned Contribution Percentage of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be deemed cancelled and extinguished. (h) of All costs and expenses incurred by the Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall be allocated among the remaining reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that If a Partner Withdraws as contemplated in Section 9.3. or is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.4 (a “Withdrawn MemberPartner”), must comply with then the following requirements provisions shall apply in connection with its such Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), notwithstanding the provisions below shall apply solely with respect to of the applicable SeriesDelaware Act: (a) The Withdrawn Member ceases Partner shall cease to be a Member of the Company and Partner for all Series purposes immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.5(f), and neither it nor its Representative the Withdrawn Partner shall not be entitled to exercise any voting or consent rights, or rights with respect to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) Partnership matters or to receive any further information (or access to information) from the Series. The Sharing Ratio(s) of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestPartnership. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue with respect to the period prior to the Withdrawal. (e) In Upon the occurrence of the applicable Withdrawal event or deemed Withdrawal, (i) all of a Withdrawal with respect the Partnership Interest held by such Withdrawn Partner (the “Forfeited Interest”) shall automatically, without any further action on the part of the Withdrawn Partner or the Partnership, be redeemed, forfeited, surrendered and transferred to any Series under the Partnership for no consideration (except as otherwise provided in Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b9.5(f)), the (ii) such Withdrawn Member Partner shall not be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s any rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities Forfeited Interest, and (determined iii) any representative of the Management Committee previously designated by such Withdrawn Partner shall be deemed to be removed. If a Partner Withdraws as contemplated in accordance with Section 3.03(b)(iv)(D)) 9.3, then such Withdrawn Partner’s Capital Account shall be allocated among the remaining Partners in the proportion that each Partner’s Percentage Interest (at the time of Withdrawal. From such allocation) bears to the date total Percentage Interest of all remaining Partners, or in such other proportion as the remaining Partners may unanimously agree. (f) If a Partner is deemed to be a Withdrawn Partner pursuant to Section 9.4, then the former Capital Account balance of the Withdrawal Withdrawn Partner shall be recorded as a contingent obligation of the Partnership, and not as a Capital Account, and such former Capital Account balance shall be paid by the Partnership to such Withdrawn Partner solely out of 25% of the future distributions (if any) that would have been made by the Partnership to the Withdrawn Partner if the Forfeited Interest remained outstanding after the date of such paymentWithdrawal; provided, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing that any amounts owed to the Partnership by such Withdrawn Member pursuant to the preceding sentencePartner may be deducted from any such distributions. The rights of a Withdrawn Member Partner under this Section 10.03(e9.5(f) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberWithdrawing Partner’s rights under this Section 10.03(e9.5(f) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the Sole Discretion of the applicable Representativesits sole discretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Withdrawing Partner; and (fv) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return treated as a liability of its Capital Contributions or other payment from the Series in respect Partnership for purposes of its Membership InterestSection 10.2. Any Performance Assurances or Credit Assurances provided by the portion of such Withdrawn Member and outstanding as Partner’s former Capital Account in excess of the date of Withdrawal shall continue as amounts paid to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided it under this Section 4.01(b9.5(f) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect Partners in proportion to the Series to which the Withdrawal relates in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, Percentage Interest or in such other proportion as the remaining Members may Partners otherwise unanimously agree.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.2 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.3(e), and neither it nor its Representative shall not be entitled to exercise any right of a Partner, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Percentage Interest of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members Partners for any purposes. This Section 10.03(b9.3(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.3(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberPartner’s rights under this Section 10.03(e9.3(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.2. Except as set forth in this Section 10.03(e9.3(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree. (g) Any Representative(s) and Alternate Representative(s) of such Partner on the Management Committee shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable Withdrawal event.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 11.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e11.03(e), and neither it nor its Representative shall not be entitled to exercise any right of a Member, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Percentage Interest of such that Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members for any purposes. This Section 10.03(b11.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such that Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Company. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member under this Section 10.03(e11.03(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesCompany, (Bii) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Company owed to such Withdrawn Member Member) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e11.03(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (Div) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. ; and (fv) be treated as a liability of the Company for purposes of Section 14.03. Except as set forth in this Section 10.03(e11.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree. g) Any Representative(s) and Alternate Representative(s) of such Member on the Management Committee shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable Withdrawal event.

Effect of Withdrawal. A Member that If a Partner Withdraws as contemplated in Section 4.1 or is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 4.2 (a “Withdrawn MemberPartner”), must comply with then the following requirements provisions shall apply in connection with its such Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), notwithstanding the provisions below shall apply solely with respect to of the applicable SeriesAct: (a) The Withdrawn Member ceases Partner shall cease to be a Member of the Company and Partner for all Series purposes immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e4.3(f), and neither it nor its Representative the Withdrawn Partner shall not be entitled to exercise any voting or consent rights, or rights with respect to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) Partnership matters or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Ratio of such Member with respect to any Series Withdrawn Partner shall not be taken into account in calculating the Sharing Ratios of the Members Partners for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue with respect to the period prior to the Withdrawal. (e) In Upon the occurrence of the applicable Withdrawal event or deemed Withdrawal, (i) all of a Withdrawal with respect the GP Units held by such Withdrawn Partner (the “Forfeited GP Units”) shall automatically, without any further action on the part of the Withdrawn Partner or the Partnership, be redeemed, forfeited, surrendered and transferred to any Series under the Partnership for no consideration (except as otherwise provided in Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b4.3(f)), the (ii) such Withdrawn Member Partner shall not be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s any rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities Forfeited GP Units, (determined iii) any certificates representing the Forfeited GP Units shall be null and void, and (iv) any MC Member previously designated by such Withdrawn Partner shall be deemed to be removed. If a Partner Withdraws as contemplated in accordance with Section 3.03(b)(iv)(D)) 4.1, then such Withdrawn Partner’s Capital Account shall be allocated among the remaining Partners in the proportion that each Partner’s Sharing Ratio (at the time of Withdrawal. From such allocation) bears to the date total Sharing Ratio of all remaining Partners, or in such other proportion as the remaining Partners may unanimously agree. (f) If a Partner is deemed to be a Withdrawn Partner pursuant to Section 4.2, then the former Capital Account balance of the Withdrawal Withdrawn Partner shall be recorded as a contingent obligation of the Partnership, and not as a Capital Account, and such former Capital Account balance shall be paid by the Partnership to such Withdrawn Partner solely out of 25% of the future distributions (if any) that would have been made by the Partnership to the Withdrawn Partner if the Forfeited GP Units remained outstanding after the date of such paymentWithdrawal; provided, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing that any amounts owed to the Partnership by such Withdrawn Member pursuant to the preceding sentencePartner may be deducted from any such distributions. The rights of a Withdrawn Member Partner under this Section 10.03(e4.3(f) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberWithdrawing Partner’s rights under this Section 10.03(e4.3(f) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Withdrawing Partner; and (fv) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return treated as a liability of its Capital Contributions or other payment from the Series in respect Partnership for purposes of its Membership InterestSection 10.2. Any Performance Assurances or Credit Assurances provided by the portion of such Withdrawn Member and outstanding as Partner’s former Capital Account in excess of the date of Withdrawal shall continue as amounts paid to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided it under this Section 4.01(b4.3(f) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect Partners in proportion to the Series to which the Withdrawal relates in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may Partners otherwise unanimously agree. (g) Each Partner hereby constitutes and appoints the Partnership as its agent and attorney-in-fact, in the event such Partner becomes a Withdrawn Partner hereunder, for the purposes of executing and delivering any and all documents necessary to effectuate the forfeiture of its GP Units in accordance with this Section 4.3. This power-of-attorney, being coupled with an interest, is irrevocable and shall survive the dissolution, disability or incapacitation of any Partner.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.02 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.03(e), and neither it nor its Representative shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Ratio of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios of the Members Partners for any purposes. This Section 10.03(b9.03(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.03(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberWithdrawing Partner’s rights under this Section 10.03(e9.03(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Withdrawing Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.02. Except as set forth in this Section 10.03(e9.03(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Alternative Representative to any the Management Committee (and any Representative(s) the Representative (and any Alternate Representative(s)the Alternative Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a10.02(b) or (bc), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series Company from and after the In-Service Date for the applicable Facilities Date, equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by times the aggregate amount of such distribution; provided provided, however, that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the positive balance in the Withdrawn Member’s Outstanding Capital Contribution with respect to such SeriesAccount, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the WithdrawalWithdrawal after adjustment pursuant to the third and fourth sentences of Section 4.05(a), plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of the Withdrawal. From the date of the Withdrawal to the date of such payment, the former Capital Account balance of the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account, until such payment is made. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member Member) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (C) not require the Company to make any distribution (the Withdrawn Withdrawing Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Withdrawing Member. ; and (fE) be treated as a liability of the Company for purposes of Section 12.02. Except as set forth in this Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree. (g) A deemed Withdrawal under Section 7.01(a)(B) shall carry no connotation or implication that the Withdrawn Member has breached this Agreement or otherwise acted contrary to the intent of this Agreement, it being understood that (i) each Member is completely free to cast its vote as it wishes at the Management Committee meetings described in such Sections and (ii) the concept of “deemed Withdrawal” in such Sections is merely a convenient technique for permitting the continued development of the Initial Facilities by the Members that desire to continue such development.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 18-702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative ) but shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information or reports (or to have access to information) from the SeriesCompany. The Sharing Ratio(s) Except as set forth in Section 10.03(g), the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 12.02 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any 123 Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Unreturned Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among deemed cancelled and extinguished. (h) All costs and expenses incurred by the remaining Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member.; and (D) be treated as a liability of the Company for purposes of Section 12.02. 853984.15A-WILSR01A - MSW (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(sUnreturned Contribution Percentage of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be deemed cancelled and extinguished. (h) of All costs and expenses incurred by the Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall be allocated among the remaining reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information or reports (or access to information) from the SeriesCompany. The Sharing Ratio(s) Neither the Distribution Percentage nor the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Distribution (c) 896060.18-WILSR01A - MSW Percentages or Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Distribution Percentages and Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Distribution Percentage and Unreturned Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreedeemed cancelled and extinguished.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.2 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.3(e), and neither it nor its Representative shall not be entitled to exercise any rights of a Partner, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Percentage Interest of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members Partners for any purposes. This Section 10.03(b9.3(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.3(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberPartner’s rights under this Section 10.03(e9.3(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.2. Except as set forth in this Section 10.03(e9.3(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree. (g) Any Representative(s) and Alternate Representative(s) of such Partner on the Management Committee shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable Withdrawal event.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.2 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.3(e), and neither it nor its Representative shall not be entitled to exercise any rights of a Partner, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Percentage Interest of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members Partners for any purposes. This Section 10.03(b9.3(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.3(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberPartner’s rights under this Section 10.03(e9.3(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.2. Except as set forth in this Section 10.03(e9.3(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree. (g) Any Representative(s) and Alternate Representative(s) of such Partner or the Management shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable Withdrawal Event.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.2 (a “Withdrawn Member”Partner"), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.3(e), and neither it nor its Representative shall not be entitled to exercise any rights of a Partner, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Percentage Interest of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members Partners for any purposes. This Section 10.03(b9.3(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.3(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberPartner’s rights under this Section 10.03(e9.3(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.2. Except as set forth in this Section 10.03(e9.3(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree. (g) Any Representative(s) and Alternate Representative(s) of such Partner on the Management Committee shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable Withdrawal event.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a 868227.24-WILSR01A - MSW distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Unreturned Contribution Percentage of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreedeemed cancelled and extinguished.

Effect of Withdrawal. A Member Limited Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.02 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.03(e), and neither it nor its Representative shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Ratio of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios of the Members Partners for any purposes. This Section 10.03(b9.03(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.03(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberWithdrawing Partner’s rights under this Section 10.03(e9.03(e) being limited to receiving a such portion of such distributions as any applicable Management Committee the General Partner may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawing Partner; and (v) be treated as a liability of the Partnership for purposes of Section 11.02. Subject to the foregoing, payment to the Withdrawn Member. Partner of its Capital Account balance shall be made upon the earliest of: (fA) such time as the General Partner determines in its Sole Discretion to make such payment, (B) the later of (I) two years from the date of Withdrawal, and (II) ten years from the date that the Initial Facilities are placed into commercial operation, and (C) the dissolution of the Partnership. Except as set forth in this Section 10.03(e9.03(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any the Management Committee (and any Representative(s) the Representative (and any the Alternate Representative(s)Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a10.02(b) or (bc), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series Company from and after the In-Service Date for the applicable Facilities Date, equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such SeriesContribution, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable SeriesInterest, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencesentence shall be recorded as a contingent obligation of the Company until such payment is made. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (E) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d10.02(e), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree. (h) A deemed Withdrawal under Section 7.01(d) shall carry no connotation or implication that the Withdrawn Member has breached this Agreement or otherwise acted contrary to the intent of this Agreement, it being understood that (i) each Member is completely free to cast its vote as it wishes at the Management Committee meetings described in such Section and (ii) the concept of “deemed Withdrawal” in such Section is merely a convenient technique for permitting the continued development of the Facilities by the Members that desire to continue such development.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any the Management Committee (and any Representative(s) the Representative (and any the Alternate Representative(s)Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a10.02(b) or (bc), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series Company from and after the In-Service Date for the applicable Facilities Date, equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such SeriesContribution, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable SeriesInterest, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentence. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d10.02(e), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree. (h) A deemed Withdrawal under Section 7.01(d) shall carry no connotation or implication that the Withdrawn Member has breached this Agreement or otherwise acted contrary to the intent of this Agreement, it being understood that (i) each Member is completely free to cast its vote as it wishes at the Management Committee meetings described in such Section and (ii) the concept of “deemed Withdrawal” in such Section is merely a convenient technique for permitting the continued development of the Facilities by the Members that desire to continue such development.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a wholeEvent. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e9.03(e), and neither it nor its Representative shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such that Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b9.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed it owes to it by such Withdrawn Memberthe Company. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member under this Section 10.03(e9.03(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesCompany, (Bii) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Company owed to such Withdrawn Member Member) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e9.03(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (Div) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. ; and (fv) be treated as a liability of the Company for purposes of Section 11.02. Except as set forth in this Section 10.03(e9.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Member Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such remaining Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account 953941.04-WILSR01A - MSW in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all applicable Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any the Management Committee (and any Representative(s) the Representative (and any the Alternate Representative(s)Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the Series. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a10.02(b) or (bc), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities assigned to such Series, equal to the product of the Withdrawn Member’s Sharing Ratio in with respect of such to the Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such the Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of with respect to the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencesentence shall be recorded as a contingent obligation of the Series until such payment is made. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the Series, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company Series to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company Series to make a distribution or otherwise to pay the Withdrawn Member; and (E) be treated as a liability of the Series for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series in respect of its Membership InterestInterest in such Series. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d10.02(e), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal withdrawal relates shall be allocated among the remaining Members with Membership Interests in such Series in the proportion that each such Member’s Sharing Ratio(s) in Ratio with respect of such to the Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such with respect to the Series, or in such other proportion as the remaining Members may unanimously agree. (h) A deemed Withdrawal under Section 7.01(d) shall carry no connotation or implication that the Withdrawn Member has breached this Agreement or otherwise acted contrary to the intent of this Agreement, it being understood that (i) each Member is completely free to cast its vote as it wishes at the Management Committee meetings described in such Section and (ii) the concept of “deemed Withdrawal” in such Section is merely a convenient technique for permitting the continued development of the Facilities by the Members that desire to continue such development.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 9.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 10.03(e), 18-702(b)(2) of the Act and neither it nor its Representative Section 9.03(e) but shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information or reports (or to have access to information) from the SeriesCompany. The Sharing Ratio(s) Except as set forth in Section 9.03(g), the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall be entitled to receive, in such capacity, its share of the Profits and Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 11.02 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with ARTICLE 11, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e9.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 11.02. (f) Except as set forth in Section 10.03(e9.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Unreturned Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among deemed cancelled and extinguished. (h) All costs and expenses incurred by the remaining Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e9.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Alternative Representative to any the Management Committee (and any Representative(s) the Representative (and any Alternate Representative(s)the Alternative Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such that Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b9.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such that Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed it owes to it by such Withdrawn Memberthe Company. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member under this Section 10.03(e9.03(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesCompany, (Bii) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Company owed to such Withdrawn Member Member) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company to make any distribution (the Withdrawn Withdrawing Member’s rights under this Section 10.03(e9.03(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (Div) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawing Member; and (v) be treated as a liability of the Company for purposes of Section 11.02. Subject to the foregoing, payment to the Withdrawn Member. Member of its Capital Account balance shall be made upon the earliest of: (fA) such time as the Management Committee determines in its Sole Discretion to make such payment, (B) the later of (I) two years from the date of Withdrawal, and (II) ten years from the date that the Initial Facilities are placed into commercial operation, and (C) the dissolution of the Company. Except as set forth in this Section 10.03(e9.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 18-702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative ) but shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information or reports (or to have access to information) from the SeriesCompany. The Sharing Ratio(s) Except as set forth in Section 10.03(g), the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposespurposes of this Agreement. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest.123 (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 12.02 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Unreturned Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among deemed cancelled and extinguished. (h) All costs and expenses incurred by the remaining Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any the Management Committee (and any Representative(s) the Representative (and any the Alternate Representative(s)Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a10.02(b) or (bc), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series Company from and after the In-Service Date for the applicable Facilities Date, equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such SeriesContribution, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable SeriesInterest, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentence. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d10.02(e), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree. (h) A deemed Withdrawal under Section 7.01(d) shall carry no connotation or implication that the Withdrawn Member has breached this Agreement or otherwise acted contrary to the intent of this Agreement, it being understood that (i) each Member is completely free to cast its vote as it wishes at the Management Committee meetings described in such Section and (ii) the concept of “deemed Withdrawal” in such Section is merely a convenient technique for permitting the continued development of the Facilities by the Members that desire to continue such development.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative ) but shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information or reports (or access to information) from the SeriesCompany. The Sharing Ratio(s) Neither the Distribution Percentage nor the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Distribution Percentages or Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date 896060.22-WILSR01A - MSW on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Distribution Percentages and Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Distribution Percentage and Unreturned Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreedeemed cancelled and extinguished.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal.. 953901.04-WILSR01A - MSW (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(sUnreturned Contribution Percentage of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be deemed cancelled and extinguished. (h) of All costs and expenses incurred by the Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall be allocated among the remaining reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series , and shall not receive any compensation or return of capital with respect to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a wholeits Membership Interest. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Alternative Representative to any the Management Committee (and any Representative(s) the Representative (and any Alternate Representative(s)the Alternative Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a non-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentence. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the Series, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided distributions that are made by the Withdrawn Member Company from and outstanding as of after the date of Withdrawal shall continue as to (including any amounts received by the liabilities accrued prior to Company under the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided thatConstruction, in the event a Member is Withdrawn pursuant to Section 10.02(dOperation and Management Agreement), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it such Withdrawn Member nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Alternative Representative to any the Management Committee (and any Representative(s) the Representative (and any Alternate Representative(s)the Alternative Representative) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Ratio of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company or other Members that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series Company from and after the In-Service Date for the applicable Facilities Date, equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by times the aggregate amount of such distribution; provided provided, however, that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the positive balance in the Withdrawn Member’s Outstanding Capital Contribution with respect to such SeriesAccount, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the WithdrawalWithdrawal after adjustment pursuant to the third and fourth sentences of Section 4.05(a), plus (ii) any Indebtedness of the Series Company owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of the Withdrawal. From the date of the Withdrawal to the date of such payment, the former Capital Account balance of the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account, until such payment is made. The rights of a Withdrawn Member under this Section 10.03(e) shall shall: (A) be subordinate to the rights of any other creditor of the Series, Company; (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member Member) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (C) not require the Company to make any distribution (the Withdrawn Withdrawing Member’s rights under this Section 10.03(e) being limited limiting to receiving a portion of such distributions as any applicable an Ultramajority Interest of the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Company to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Withdrawing Member. ; and (fE) be treated as a liability of the Company for purposes of Section 12.02. Except as set forth in this Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Ratio of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series Ratio bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such SeriesMembers, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information or reports (or access to information) from the SeriesCompany. The Sharing Ratio(s) Pro Rata Share of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Pro Rata Share of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. ; and (fD) Except be treated as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as liability of the date Company for purposes of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty12.02. (g) The Sharing Ratio(s) of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agree.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇.▇▇▇-▇▇▇▇▇▇▇▇ - ▇▇▇ (e▇) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member.; and (D) be treated as a liability of the Company for purposes of Section 12.02. 868227.25C-WILSR01A - MSW (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(sUnreturned Contribution Percentage of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be deemed cancelled and extinguished. (h) of All costs and expenses incurred by the Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall be allocated among the remaining reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member that Any withdrawal from, or early termination of, this Agreement under this Section 2.3 shall be without prejudice to the rights and remedies of a Party for Defaults under Section 12.1. If a Buyer withdraws from this Agreement or this Agreement is deemed terminated with respect to have Withdrawn pursuant to Section 10.01 or Section 10.02 a Buyer (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e)such Buyer, the provisions below “Exiting Buyer”) as provided in this Section 2.3, then: (i) Each remaining Buyer shall apply solely have the right to take over all or a portion of the Exiting Buyer’s Percentage of Facility Output by notice to the other Parties within ninety (90) days after such withdrawal or termination and to assume the Exiting Buyer’s obligations under this Agreement with respect thereto. (ii) From the effective date of the withdrawal or termination with respect to the applicable Series: Exiting Buyer until any remaining Buyer elects to take over the Exiting Buyer’s Percentage of Facility Output (aif ever), (A) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member Contract Capacity shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed reduced by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the Series. The Sharing Ratio(s) of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities an amount equal to the product of the Withdrawn MemberExiting Buyer’s Sharing Ratio in respect Percentage of such Series as of Facility Output and the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such payment, the Withdrawn Member shall be treated as a nonthen-Member equity holder with no rights other than the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentence. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the Seriescurrent Contract Capacity, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)); each remaining Buyer’s and SCPPA Participating Member’s Applicable MW Share shall remain unchanged, and (C) not require each remaining Buyer’s Percentage of Facility Output (and the Company corresponding percentages of total capacity set forth next to make any distribution each Participating Member on Appendix F) shall be adjusted to equal the percentage equivalent of a fraction, the numerator of which is equal to such Buyer’s Applicable MW Share, and the denominator of which is equal to the Contract Capacity, as reduced pursuant to clause (the Withdrawn Member’s rights under A) of this Section 10.03(e2.3(h)(ii). (iii) being limited At such time as any remaining Buyer elects in writing to receiving take over all or a portion of the Exiting Buyer’s Percentage of Facility Output as provided in Section 2.3(h)(i): (A) Such remaining Buyer’s Applicable MW Share and the Contract Capacity (as reduced pursuant to Section 2.3(h)(ii)) shall be increased in MW by an amount equal to the Exiting Buyer’s Applicable MW Share that such distributions as any applicable Management Committee mayremaining Buyer is taking over; and (B) Each remaining Buyer’s Percentage of Facility Output shall be adjusted to equal the percentage equivalent of a fraction, the numerator of which is equal to such Buyer’s Applicable MW Share (or, in the Sole Discretion case of SCPPA, the sum of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member. (f) Except as set forth in Section 10.03(eApplicable MW Shares of all of SCPPA’s Participating Members), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn adjusted pursuant to Section 10.02(d2.3(h)(iii)(A) (if applicable), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) the denominator of the Withdrawn Member shall be allocated among the remaining Members holding Membership Interests with respect which is equal to the Series Contract Capacity, as adjusted pursuant to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeSection 2.3(h)(iii)(A).

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member Member, and shall not have any of the Company and all Series rights of a Member under this Agreement or the Act, immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except Company only as set forth in Section 702(b)(2) of the Act and Section 10.03(e), and neither it nor its Representative ) but shall not be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information or reports (or access to information) from the SeriesCompany. The Sharing Ratio(s) Neither the Distribution Percentage nor the Unreturned Contribution Percentage of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Distribution Percentages or Unreturned Contribution Percentages of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interestpurposes of this Agreement. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this 5.01, Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series5.02, and (B) Section 5.03 as if it held the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(s) Distribution Percentages and Unreturned Contribution Percentages of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member and the elimination of such Withdrawn Member’s Distribution Percentage and Unreturned 953833.04-WILSR01A - MSW Contribution Percentage, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be allocated among deemed cancelled and extinguished. (h) All costs and expenses incurred by the remaining Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.

Effect of Withdrawal. A Member Partner that is deemed to have Withdrawn pursuant to under Section 10.01 or Section 10.02 9.2 (a “Withdrawn MemberPartner”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member Partner ceases to be a Member of the Company and all Series Partner immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member Partner shall not be entitled to receive any distributions from the Series Partnership except as set forth in Section 10.03(e9.3(e), and neither it nor its Representative shall not be entitled to exercise any right of a Partner, including any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) rights or to receive any further information (or access to information) from the SeriesPartnership. The Sharing Ratio(s) Percentage Interest of such Member with respect to any Series that Partner shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the Members Partners for any purposes. This Section 10.03(b9.3(b) shall also apply to a Breaching MemberPartner; but if a Breaching Member Partner cures its breach during the applicable cure period, then any distributions that were withheld from such Member that Partner shall be paid to it, without interest. (c) The Withdrawn Member Partner must pay to each Series the Partnership all amounts owed amounts, if any, that it owes to it by such Withdrawn Memberthe Partnership. (d) The Withdrawn Member Partner shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Partnership that accrue prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of Withdrawal. From the date of the Withdrawal to the date of such the payment, the former Capital Account balance of the Withdrawn Member Partner shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentencePartnership, and not as a Capital Account, until payment is made. The rights of a Withdrawn Member Partner under this Section 10.03(e9.3(e) shall (Ai) be subordinate to the rights of any other creditor of the SeriesPartnership, (Bii) not include any right on the part of the Withdrawn Member Partner to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness indebtedness of the Series Partnership owed to such Withdrawn Member Partner) or other amounts with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D))thereto; (Ciii) not require the Company Partnership to make any distribution (the Withdrawn MemberPartner’s rights under this Section 10.03(e9.3(e) being limited to receiving a such portion of such distributions as any applicable the Management Committee may, in the its Sole Discretion of the applicable RepresentativesDiscretion, decide to cause the Series Partnership to make); and (Div) not require any Member Partner to make a Capital Contribution or a loan to permit the Company Partnership to make a distribution or otherwise to pay the Withdrawn Member. Partner; and (fv) be treated as a liability of the Partnership for purposes of Section 12.2. Except as set forth in this Section 10.03(e9.3(e), a Withdrawn Member Partner shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Partnership in respect of its Membership Partnership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (gf) The Sharing Ratio(s) Percentage Interest of the Withdrawn Member Partner shall be allocated among the remaining Members holding Membership Interests with respect to the Series to which the Withdrawal relates Partners in the proportion that each such MemberPartner’s Sharing Ratio(s) in respect of such Series Percentage Interest bears to the total Sharing Ratio in respect of such Series Percentage Interest of all remaining Members holding Membership Interests of such SeriesPartners, or in such other proportion as the remaining Members Partners may unanimously agree. (g) Any Representative(s) and Alternate Representative(s) of such Partner on the Management shall cease to be a member of the Management Committee immediately upon the occurrence of the applicable withdrawal or Event.

Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), ) must comply with the following requirements in connection with its deemed Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series: (a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole. (b) The Withdrawn Member shall not be entitled to receive any distributions from the Series Company except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the SeriesCompany. The Sharing Ratio(s) Percentage Interest of such Withdrawn Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios Percentage Interests of the remaining Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest. (c) The Withdrawn Member must pay to each Series the Company all amounts owed to it by such Withdrawn Member. (d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series Company that accrue accrued prior to the Withdrawal. (e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the The Withdrawn Member shall (i) have the status of only an Assignee, and not a Member, and (ii) be entitled to receive, in such capacity, its share of the Net Profits and Net Losses of the Company and to receive a its portion of each distribution that is made by the Series Company pursuant to Members holding such Series from Section 5.01 and after Section 5.02 as if it held the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the Withdrawn Member has received an aggregate amount under this Section 10.03(e) equal to the sum of (i) lesser of (A) the Withdrawn Member’s Outstanding Capital Contribution with respect to such Series, and (B) the Fair Market Value of the Withdrawn Member’s Membership Interest of the applicable Series, each determined as of the date of the Withdrawal, plus (ii) any Indebtedness of the Series owed held immediately prior to such Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)) at the time of its Withdrawal. From the date of the Withdrawal to the date on which the Company is dissolved and its affairs wound up in accordance with Article 12, the former Capital Account balance of such payment, the Withdrawn Member shall be treated recorded as a non-Member equity holder with no rights other than contingent obligation of the right to receive the amount owing to the Withdrawn Member pursuant to the preceding sentenceCompany, and not as a Capital Account. The rights of a Withdrawn Member under this Section 10.03(e) shall (A) be subordinate to the rights of any other creditor of the SeriesCompany, (B) not include any right on the part of the Withdrawn Member to receive any interest or other amounts with respect thereto (except as may otherwise be provided in the evidence of any Indebtedness of the Series Company owed to such Withdrawn Member with respect to the applicable Facilities (determined in accordance with Section 3.03(b)(iv)(D)Member); (C) not require the Company to make any distribution (the Withdrawn Member’s rights under this Section 10.03(e) being limited to receiving a portion of such distributions as any applicable Management Committee may, in the Sole Discretion of the applicable Representatives, decide to cause the Series to make); and (D) not require any Member to make a Capital Contribution or a loan to permit the Company to make a distribution or otherwise to pay the Withdrawn Member; and (D) be treated as a liability of the Company for purposes of Section 12.02. (f) Except as set forth in Section 10.03(e), a Withdrawn Member shall not be entitled to receive any return of its Capital Contributions or other payment from the Series Company in respect of its Membership Interest. Any Performance Assurances or Credit Assurances provided by the Withdrawn Member and outstanding as of the date of Withdrawal shall continue as to the liabilities accrued prior to the date of Withdrawal for which such Performance Assurances were provided under Section 4.01(b) or such Credit Assurances were provided under Section 4.07; provided that, in the event a Member is Withdrawn pursuant to Section 10.02(d), such Member shall pay over and forfeit any remaining Performance Assurances as liquidated damages and not as a penalty. (g) The Sharing Ratio(sPercentage Interests of the remaining Members shall be amended to reflect the Withdrawal of the Withdrawn Member, and such Withdrawn Member’s Class A Units or Class B Units, as applicable, shall be deemed cancelled and extinguished. (h) of All costs and expenses incurred by the Withdrawn Member in connection with its Withdrawal shall be borne by such Withdrawn Member, and the Withdrawn Member shall be allocated among the remaining reimburse all other Members holding Membership Interests for all costs and expenses incurred by such Members in connection with respect to the Series to which the Withdrawal relates in the proportion that each such Member’s Sharing Ratio(s) in respect of such Series bears to the total Sharing Ratio in respect of such Series of all remaining Members holding Membership Interests of such Series, or in such other proportion as the remaining Members may unanimously agreeWithdrawal.