Common use of Management by Manager Clause in Contracts

Management by Manager. (A) The operations of the Company shall be managed by [[ ]] (hereinafter referred to as the “Manager”, which term shall include any successor Manager hereinafter named or designated hereunder). Subject to and limited by the provisions of this Agreement, including, but not limited to Section 6.03(B), the Manager (i) shall have the authority, discretion, obligation and responsibility to manage and control the affairs of the Company to the best of his ability, (ii) shall use his reasonable best efforts to carry out the business of the Company, and (iii) shall oversee the day-to-day affairs of the Company and shall make all decisions and take all actions with respect thereto. (B) Subject to Section 6.03(B), Majority Approval of the Members shall be required prior to any action by the Manager or agent with respect to all decisions affecting the business of the Company, including, but not limited to, the following: (i) amendment, modification, termination or waiver of rights under this Agreement; (ii) executing a recourse or a confessed judgment promissory note or otherwise confessing a judgement against the Company in connection with any threatened or pending legal action; (iii) admitting any other person as a Member; or (iv) commencement of any litigation or arbitration proceedings involving the Company and settlement of any such proceedings. In the event that any Member shall fail to respond within ten (10) days to a request for such consent, such Member shall conclusively be deemed to have acquiesced to the proposed action. (C) Subject to the Majority Approval requirement set forth in Section 6.01 (B), the Manager may execute, for and on behalf of the Company, deeds absolute, mortgages, (including, without limitation, deeds of trust, financing statements, chattel mortgages, pledges, conditional sales contracts, and similar security instruments), leases, contracts, dedications of or easements on all or any part of the Real Property, promissory notes, or other legal documents, all of which instruments when so executed by the Manager shall be valid and binding upon the Company without any liability or obligation on the part of any purchaser, lender, title company or other third party to see the application of any money or property paid or delivered or the authority of the Manager to so act.

Management by Manager. (Aa) The operations Company shall be a “manager-managed” limited liability company for purposes of the Act. The Company shall initially have one Manager. No Member, in its capacity as such, shall have the right to independently operate or manage the Company or otherwise bind the Company by its actions. The Members hereby designate Knightvest 2020, LLC as the initial Manager of the Company. (b) Except as otherwise expressly provided in this Agreement or otherwise limited or restricted by the Act, the business and affairs of the Company shall will be managed by [[ ]] (hereinafter referred to as the “Manager”, which term shall include any successor Manager hereinafter named or designated hereunder). Subject in accordance with Section 3.2 Section 3.3 and subject to and limited Schedule 6, and all documentation binding the Company or any of its subsidiaries (including Property Owner) in connection therewith shall be signed solely by the Manager. (c) The Manager shall use its commercially reasonable efforts, at the Company’s expense, to cause the Company to comply with all applicable Legal Requirements and all of the terms and provisions of this Agreementthe Mortgage Loan Documents, including, but not limited to Section 6.03(B), Property Owner LLC Agreement and the Manager Transaction Documents. (d) Except (i) with the approval of PE Member, (ii) as permitted in the Mortgage Loan Documents or Property Owner LLC Agreement or (iii) as otherwise provided herein, Manager may not delegate any of its duties hereunder, and may not appoint, employ or contract with any of its Affiliates (and may not cause any of the foregoing to occur) for the transaction of business in connection with the Project or its interest in Property Owner; provided that nothing herein shall have prohibit Manager from consulting with and receiving advice from its Affiliates. No such delegation shall relieve the authorityManager from responsibility for performance of its duties hereunder. Manager and Common Member shall make itself periodically available upon request, discretionduring business hours and upon reasonable notice, obligation and responsibility to manage and control consult by phone with the representatives of PE Member to discuss the affairs of the Company to the best of his ability, (ii) shall use his reasonable best efforts to carry out the business of the Company, and (iii) shall oversee the day-to-day affairs of the Company and shall make all decisions and take all actions with respect thereto. (B) Subject to Section 6.03(B), Majority Approval of the Members shall be required prior to any action by the Manager or agent with respect to all decisions affecting the business of the Company, including, but not limited to, the following: (i) amendment, modification, termination or waiver of rights under this Agreement; (ii) executing a recourse or a confessed judgment promissory note or otherwise confessing a judgement against the Company in connection with any threatened or pending legal action; (iii) admitting any other person as a Member; or (iv) commencement of any litigation or arbitration proceedings involving the Company and settlement of any such proceedings. In the event that any Member shall fail to respond within ten (10) days to a request for such consent, such Member shall conclusively be deemed to have acquiesced to the proposed action. (C) Subject to the Majority Approval requirement set forth in Section 6.01 (B), the Manager may execute, for and on behalf of the Company, deeds absolute, mortgages, (including, without limitation, deeds of trust, financing statements, chattel mortgages, pledges, conditional sales contracts, and similar security instruments), leases, contracts, dedications of or easements on all or any part of the Real Property, promissory notes, or other legal documents, all of which instruments when so executed by the Manager shall be valid and binding upon the Company without any liability or obligation on the part of any purchaser, lender, title company or other third party to see the application of any money or property paid or delivered or the authority of the Manager to so act.LIMITED LIABILITY COMPANY AGREEMENT Page 66 San ▇▇▇▇▇▇ ▇▇ LLC

Management by Manager. (Aa) The operations business and affairs of the Company shall be managed by [[ ]] (hereinafter referred to the Manager, and NEP Renewables Holdings III is hereby appointed by the Members as the “Manager”, which term shall include any successor Manager hereinafter named or designated hereunder)of the Company. Subject to and limited by the provisions of this Agreement, including, but not limited to Section 6.03(B), the Manager (iThe Class A Member(s) shall have the authoritysole right to designate a successor Manager from time to time; provided that, discretionin the event that there is more than one Class A Member, obligation any such successor Manager shall be selected by the Class A Members holding a Majority-in-Interest of the outstanding Class A Units; provided, further, that any Person appointed to serve as successor Manager must be an Affiliate of NEP. It is the intent of the Members that the Manager of the Company be deemed to be a “manager” of the Company (as defined in Section 18-101(12) of the Act) for all purposes under the Act. (b) Except to the extent expressly provided otherwise in the definitions of “Guaranteed Tax Credit Dispute,” “Loss Reduction Activity,” and responsibility to manage “Triggering Event Notice” and control in Section 3.06, Section 3.08(b)(vii), Section 4.04(b), Section 4.05(b), Section 6.01, Section 6.03, Section 7.01(a), Section 8.03, Section 10.01, Section 12.01(a), and Section 13.04, the affairs Manager shall have full and exclusive power and authority on behalf of the Company to conduct, direct, and exercise control over all activities of the best Company, to manage and administer the business and affairs of his abilitythe Company, (ii) shall use his reasonable best efforts to carry out make all determinations on behalf of the Company or otherwise under this Agreement, and to do or cause to be done any and all acts considered by the Manager to be necessary or appropriate to conduct the business of the Company, including the authority to bind the Company in making Contracts and (iii) shall oversee incurring obligations in the day-to-day affairs Company’s name in the course of the Company’s business, without the need for approval by or any other consent from any other Member. Except to the extent that authority is delegated from the Manager to a Member in writing, no Member will have any authority to bind the Company and or to transact any business for the Company. Except for those matters that, pursuant to the express provisions of this Agreement, require the consent or approval of Members, no Member shall make all decisions and take all actions with respect thereto. (B) Subject have the right to Section 6.03(B)vote, Majority Approval of the Members shall be required prior approve, or consent to any action by matter whatsoever, including any other matter that otherwise requires approval of Members under the Manager or agent Act, and each Member hereby waives any and all other voting, approval, and consent rights with respect to all decisions affecting the business of the Company, including, but not limited to, the following: (i) amendment, modification, termination or waiver of other than those rights under expressly provided in this Agreement; (ii) executing a recourse or a confessed judgment promissory note or otherwise confessing a judgement against the Company in connection with any threatened or pending legal action; (iii) admitting any other person as a Member; or (iv) commencement of any litigation or arbitration proceedings involving the Company and settlement of any such proceedings. In the event that any Member shall fail to respond within ten (10) days to a request for such consent, such Member shall conclusively be deemed to have acquiesced to the proposed action. (C) Subject to the Majority Approval requirement set forth in Section 6.01 (B), the The Manager may execute, for and on behalf of the Company, deeds absolute, mortgages, (including, without limitation, deeds of trust, financing statements, chattel mortgages, pledges, conditional sales contracts, and similar security instruments), leases, contracts, dedications of delegate to one or easements on more Persons all or any part of the Real Propertyits power, promissory notesauthority, or other legal documentsand duties as Manager hereunder, all of which instruments when so executed by the Manager shall be valid and binding upon including, subject to Section 6.03(p), pursuant to any management services agreement the Company without or any liability or obligation on the part of its Subsidiaries may enter into with any purchaser, lender, title company or other third party to see the application of any money or property paid or delivered or the authority Affiliate of the Manager or the Company, except for such power and authority to so actconsent to Major Decisions and any other matters expressly requiring a vote by or consent of the Members pursuant to this Agreement, which power and authority to consent to or vote on such matters will be expressly retained by such Members.