Common use of Managing Member Clause in Contracts

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third parties, and (iii) take such other action as may be reasonably necessary to effectuate the foregoing in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the Projects. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor SubClean Technologies. Subject The Managing Member shall cause the Company and cause the Company to cause the requirements for Major Decisions and Project Company to enforce the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Administrative Services Agreement and the Master EPC Agreement MOMA (and any other Material Contracts with Affiliates of Bloom or Clean Technologies) on behalf of the Company and the Project Company;; provided, however, that, in the event that the Administrative Services Agreement is terminated and is not replaced, the Managing Member shall perform the work, or engage a third party to perform such work, previously performed by the Administrator prior to the termination of such Administrative Services Agreement in accordance with the Prudent Operator Standard, or if not in accordance with such standard, if approved in advance or ratified by Class B Members owning at least a majority of the Class B Membership Interests. (iib) Subject to the requirements for Major Decisions, upon Upon the termination of the Maintenance Services AgreementMOMA, causing the Managing Member shall cause the Company to replace such Maintenance Services Agreement the MOMA in accordance with Section 8.3 and Section 3.2(f) the definition of “Major Decisions” and, to the extent such replacement Maintenance Services Agreement MOMA is not with an Affiliate of Sponsor SubClean Technologies, the operator (or an Affiliate affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliateaffiliate) under such replacement Maintenance Services Agreement MOMA shall have at least three years of substantial experience operating and maintaining photovoltaic panels;comparable equipment. (iiic) Delivering The Managing Member hereby covenants to each other cause the Company to, and to cause the Company to cause the Project Company to, implement any Major Decisions approved under this Company LLC Agreement, and not to take any Major Decisions (or comparable decision at the Project Company level) without a Class Majority Vote. (d) Clean Technologies may resign as Managing Member all reports with any such resignation to become effective upon the appointment of a successor Managing Member under this paragraph that is recognized nationally as having substantial experience managing and notices delivered by MSA Provider operating fuel cell facilities or if such transferee has engaged such an experienced and recognized company to manage the Company at substantially the same cost as under the Maintenance Administrative Services Agreement Agreement. The Members, by a Class Majority Vote prior to the Flip Date and by Developer under the Master EPC Agreement; a Majority Vote thereafter, may at any time (ivi) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; remove a Managing Member (vx) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintainupon their reasonable determination that there is Cause for removal, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if anyy) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions following any Bankruptcy of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request Managing Member or foreclosure or involuntary transfer of the Class A Membership Interests held by the Managing Member (or any Bankruptcy of any Person that Controls the Managing Member), and (ii) fill any vacancy as Managing Member caused by removal, resignation or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the . The Managing Member may not undertake participate in, and any public relations activity on behalf Membership Interests owned by Clean Technologies or an Affiliate thereof shall be excluded from, any vote to remove or replace a Managing Member under this Section 8.2(d) if the basis alleged for removal of the Managing Member is for Cause. (e) The Managing Member may, from time to time, designate one or more officers with such titles as may be designated by the Managing Member to act in the name of any the Company with such authority as is delegated to the Managing Member absent that hereunder and as may be delegated to such officer(s) by the Managing Member’s express prior written consent, which such Member may freely withhold;. The current officers are the persons listed on Schedule 8.2(e). (xf) Entering into If an agreement with Sponsorevent occurs which would permit the Project Company to terminate in whole, as agent on behalf of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) or with respect to each RECspecific Systems, use commercially reasonable efforts the MOMA and/or the MESPA, pursuant to sell such REC generated by the Projects on behalf terms thereunder, provided that any applicable cure period has expired without the event in question having been cured, a majority of the Class B Members, without the consent or approval of the Class A Members, shall be entitled to instruct the Managing Member to cause the Company to third parties, cause the Project Company to terminate in whole or in part the MOMA or the MESPA and (iii) take such other action as may be reasonably necessary to effectuate the foregoing Managing Member shall promptly act in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the Projectssuch instructions. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor SubNHC. Subject The Managing Member covenants to be responsible for enforcing and supervising the requirements for Major Decisions and the limits performance of the Managing Member’s authority Manager under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Management Services Agreement and the Master EPC Agreement on behalf of the Company and MWCI, for enforcing and supervising the performance of the Administrative Services Provider under the Administrative Services Agreement and the Affiliate Operator under the Affiliate O&M Agreement on behalf of the Project Company; (ii) Subject , and supervising of other persons providing operation and maintenance and other services to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Project Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each ProjectPrudent Operator Standard; provided, however, that in the event that a Designated Affiliate Agreement is terminated and is not replaced, the Managing Member may not undertake any public relations activity on behalf of shall perform the work, or in engage a third party to perform such work, previously performed by the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsorapplicable Designated Affiliate Agreement Provider, as agent on behalf applicable, prior to the termination of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third parties, and (iii) take such other action as may be reasonably necessary to effectuate the foregoing agreement in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the ProjectsPrudent Operator Standard. (b) In addition The Managing Member hereby covenants to (i) the extent the Project Company has cash available, cause the Project Company to fund and maintain the Required Reserves in accordance with the procedures and in the amounts set forth in Schedule 8.2(b); (ii) cause MWCI and the Project Company to implement any Major Decisions approved under this Company LLC Agreement, and not to take any Major Decisions (or comparable decision at the Project Company or MWCI level) without a Class Majority Vote; and (iii) in the event that any of the Required Reserves are funded with a Letter of Credit (as defined in Schedule 8.2(b)) and such Letter of Credit is scheduled to expire and has not been renewed or replaced with a new Letter of Credit or with cash, cause the Project Company to draw on such expiring Letter of Credit at least 5 Business Days prior to its expiry date in an amount equal to the actions permitted lesser of (x) the face amount of such expiring Letter of Credit and (y) the difference between the applicable Required Reserve amount and the aggregate total amount of all other cash and Letters of Credit standing to the credit of such Required Reserve account. The proceeds of any such draw on a Letter of Credit shall be deposited in the applicable Required Reserve account. (c) The Managing Member may, at any time, upon not less than 30 Business Days’ notice to the other Members, resign as Managing Member. The Members, by a Class Majority Vote prior to the Flip Date and by a Majority Vote thereafter, may at any time (i) remove a Managing Member and (ii) fill any vacancy as Managing Member caused by removal, resignation or otherwise; provided, however, that a majority of the Class B Members, without the consent or approval of the Class A Members, shall be entitled to remove the Managing Member upon (x) a determination in accordance with Section 12.11, that there is Cause for removal or (y) following any Bankruptcy of the Managing Member, or foreclosure or involuntary transfer of the Class A Membership Interests held by the Managing Member and in any such case, fill any vacancy created by such removal. (d) Upon the removal of the Managing Member by the Class B Members pursuant to the preceding Section 8.2(a8.2(c), then a majority of the Class B Members, without the consent or approval of the Class A Members, shall have the right to appoint a qualified and experienced Person with a national or international reputation to perform the duties of the Managing Member under this Company LLC Agreement, which Person shall not be required to be a Member of the Company. (e) A majority of the Class B Members, without the consent or approval of the Class A Members, shall be entitled to remove any counterparty to a Material Contract that is a First Wind Subsidiary (so long as NHC is a Class A Member) or an Affiliate of any Class A Member other than NHC upon a determination in no event accordance with Section 12.11, that there is Affiliate Material Contractor Cause for removal of such counterparty under such Material Contract; provided, that such removal right shall only apply to the Material Contract for which there is a showing of Affiliate Material Contractor Cause and not to any other Material Contract. (f) Upon removal of a contract counterparty by the Class B Members as provided in limitation thereofthe Section 8.2(e), then a majority of the Class B Members, without the consent or approval of the Class A Members, shall have the right to appoint a qualified and experienced Person with a national or international reputation to perform the duties of such contract counterparty under such Material Contract, which Person shall not be required to be a Member of the Company. (g) If the Managing Member fails to enforce the rights of the Company, MWCI or the Project Company under a Designated Affiliate Agreement in accordance with the Prudent Operator Standard, the Manager shall provide Members holding a majority of Class B Membership Interests may direct the following services Managing Member to cause the Company:, MWCI or the Project Company to take actions that are in accordance with the Prudent Operator Standard to enforce the rights of the Company, MWCI or Project Company (as applicable) under such Designated Affiliate Agreement; provided, the Managing Member or Members holding a majority of the Class A Membership Interests may invoke the dispute resolution procedures of Section 12.11 with respect to any course of action directed by a majority of the Class B Members pursuant to this Section 8.2(g); and provided, further, that the Managing Member shall continue to cause the Company, MWCI or Project Company, as applicable, to act in accordance with the direction of the majority of the Class B Members pending resolution of any such dispute.

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 orbusiness, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member property and not as a manager affairs of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to managed under the requirements for Major Decisions sole, absolute and the limits exclusive direction of the Managing Member’s authority under this Agreement. Without limiting the foregoing, the obligations Managing Member shall have the sole power to manage or cause the management of the Managing MemberCompany, including, without limitation, the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in addition to those connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity. (b) Except as otherwise expressly set forth in this Agreement, the Managing Member shall includehave the general power to manage or cause the management of the Company within the scope of the business purpose set forth in Section 2.3, including the following powers which may, subject to any limitations set forth in this Agreement, be delegated to the officers or other authorized representatives (which may include employees or agents) of the Managing Member: (i) Enforcing to have developed and prepared a business plan each year which will set forth the Maintenance Services Agreement operating goals and plans for the Master EPC Agreement Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents, instruments or agreements in the ordinary course of business on behalf of the Company; (iiiii) Subject to the requirements employ, retain, consult with and dismiss such personnel, agents or representatives as may be required for Major Decisions, upon the termination accomplishment of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement business purpose set forth in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement2.3; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare establish and submit enforce limits of authority and internal controls with respect to all filings of any nature which are required to be made by the Company under any Applicable Lawspersonnel and functions; (v) Causing the Company or the MSA Provider on to engage attorneys, consultants and accountants for the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing to develop or cause to be developed, accounting procedures for the Company or the MSA Provider on maintenance of the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions books of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Lawsaccount; (vii) Causing to appoint auditors; (except if there is an audit committee of the Managing Member, in which case such audit committee shall appoint the auditors of the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement); (viii) Managing to make any expenditures, lend or borrow money, assume or guarantee, or otherwise contract for indebtedness and other liabilities, issue evidences of indebtedness in the Company’s cash balances according to investment guidelines set forth in Section 7.3 name of the Company and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreementincur other obligations; (ix) Causing the Company to acquire, dispose of, mortgage, pledge, encumber, buy or the MSA Provider on exchange assets of the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into to use the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company and its subsidiaries, lending funds to other Persons, repaying of obligations of the Company and its subsidiaries and capital contributions to any subsidiary; (xi) to distribute Distributable Cash; (xii) to maintain insurance, including for the benefit of the Managing Member, Members and their respective directors, officers, partners, employees and agents; (xiii) to form or acquire an agreement with Sponsorinterest in, as agent on behalf and contribute property and make loans to, any limited or general partnerships, joint ventures, corporations or limited liability companies; (xiv) to control any matters affecting the rights and obligations of the Company, whereby Sponsor agrees to (i) complete including the bringing and submit all applications defending of actions at law or in equity and other filings required to be submitted otherwise engaging in connection with the registration and procurement conduct of RECslitigation, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third partiesarbitration or remediation proceedings, and the incurring of legal expenses and the settlement of claims and litigation or arbitrations; (iiixv) take such other action as may be reasonably necessary to effectuate indemnify any Person against liabilities and contingencies to the foregoing in accordance with Applicable Laws; extent permitted by law and this Agreement: and (xixvi) To the extent commercially reasonable, causing the Company to complete and submit applications and do all such other filings required for the Company to receive the Government Incentives related to the Projectsacts as shall not be prohibited by or in violation of this Agreement. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member Company shall be the Member designated to act a member-managed limited liability company as such hereunder from time to time set forth in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager 402 of the Company if such Manager is not a Member) Delaware Act, and shall be managed by the Initial Member as the managing member (the “Managing Member”). . (b) The initial Managing Member shall be Sponsor Sub. Subject acknowledges and agrees that pursuant to the requirements for Major Decisions Services Agreement dated as of November 14, 2022 (the “Services Agreement”), by and between (i) the Initial Member; (ii) the Company; and (iii) AGGIA LLC FZ, a company organized under the laws of United Arab Emirates (“Aggia”), Aggia has agreed to provide certain services to the Company. Notwithstanding the fact that the Initial Member is the managing member of the Company, the Member, and the limits of the Managing Member’s authority under this Agreement, the obligations of Initial Member in its capacity as the Managing Member, hereby agrees the sole person who shall have the right to make any decisions for the Managing Member with respect to the Company, or to take any actions on behalf of the Company shall be the Managing Member Representative (as defined in addition the Services Agreement) provided that such decisions shall be made in accordance with the Protocol (as defined in the Services Agreement). The Managing Member Representative shall have the sole power and authority to those execute documents and agreements on behalf of the Initial Member in its capacity as managing member solely with respect to the Company, and to bind the Initial Member to such documents or agreements solely in its role as managing member, subject to the Protocol, provided that any other officer of the Initial Member may execute this Agreement on the Effective Date on behalf of the Company and provided that the Managing Member Representative may give power and authority to the Chief Executive Officer and Chief Financial Officer of Muscle Maker to execute documents and agreements on behalf of the Company, and to bind Sadot to such documents or agreements. The Managing Member Representative may be terminated and replaced as set forth in the Services Agreement. (c) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Managing Member shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managing Member to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement, shall include:. (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (iid) Subject to the requirements for Major Decisionsterms and conditions herein, upon all decisions regarding the termination management and operations of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintainManaging Member, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (e) The Managing Member shall directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of operating the Company, acquiring and operating the assets and providing the Services to the Company. (f) Nothing herein shall prevent the Managing Member from providing additional services not undertake otherwise set forth herein, and any public relations activity on behalf such additional Services shall be deemed to be included within the definition of or in the name of any Member absent that Member’s express prior written consent, which such “Services”. (g) The Managing Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf designate any Officers of the Company, whereby Sponsor agrees which officers may be affiliates of the Managing Member, to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) have control or authority with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf one or more decisions or areas of the Company to third partiesoperation, and (iii) take may include such other action limitations or restrictions on such power as the Managing Member may be reasonably necessary to effectuate the foregoing in accordance with Applicable Laws; and (xi) To the extent commercially deem reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the Projects. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) 8.1 (the “Managing Member”). The initial Managing Member shall be Sponsor SubOrLeaf. Subject to the requirements Except (i) for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Fundamental Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement which shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (determined as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 3.2, and making distributions out of Distributable Cash (ii) as otherwise required by applicable Legal Requirements or as otherwise expressly provided under the relevant provisions of in this Agreement; Agreement (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relationsincluding Other Consent Matters), Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or shall perform the services set forth in the name of any Member absent that Member’s express prior written consentSchedule 8.1(a) and conduct, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf direct and exercise control over all activities of the Company, whereby Sponsor agrees to (i) complete and submit all applications shall have full power and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects authority on behalf of the Company to third parties, manage and (iii) take such other action as may be reasonably necessary to effectuate administer the foregoing in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing business and affairs of the Company and to complete do or cause to be done any and submit applications and other filings required for all acts reasonably considered by the Managing Member to be necessary or appropriate to conduct the business of the Company (including, without limitation, all necessary actions to receive cause each of the Government Incentives related Subject Companies to perform its obligations and enforce its rights under the ProjectsMaterial Contracts to which it is a party and to otherwise carry out its respective purposes) without the need for approval by or any other consent from any Member, including, but not limited to, the authority to bind the Company in making contracts and incurring obligations in the Company’s name in the course of the Company’s business. (b) In addition carrying out its duties and obligations under this Agreement, the Managing Member shall be required to perform such duties and obligations in accordance with the material requirements of the Transaction Documents, Material Contracts and of the Licenses and Permits (as defined in the Contribution Agreement), applicable laws, the purposes set forth in Section 2.3 and in good faith and in a manner reasonably believed to be in the best interest of the Subject Companies and the Projects, in each case taking into account, for so long as PTCs are available to any PTC Eligible Projects, the requirements to maintain and generate PTCs. (c) The Managing Member may, at any time, upon not less than 60 Business Days’ notice to the actions permitted pursuant other Members resign as Managing Member and will in good faith assist the Members with finding a replacement Managing Member and providing them with reasonable assistance in transitioning to Section 8.2(a)the new Managing Member. The Class B Members holding eighty percent (80%) of the Class B Membership Interests may, at any time and in no event in limitation thereoffrom time to time, remove the Managing Member for Cause and fill any vacancy resulting therefrom. In addition, the Manager Managing Member shall provide be removed automatically without further vote, action or notice by any Member in the following services to event of a Bankruptcy of the Company:Managing Member, the Tax Matters Partner or the Class A Member, unless those Members who are not Affiliates of the Managing Member elect otherwise upon written notice.

Managing Member. (a) The management of Garnet shall be vested in the Managing Member, which shall be a "manager" within the meaning of the LLC Act, and except as otherwise provided in this Garnet LLC Agreement, the Managing Member shall have full power and authority to manage the business and affairs of Garnet to the extent provided in the LLC Act, and no other Member shall have any such management power or authority. The Garnet Common Member shall be the Managing Member designated at all times prior to act as such hereunder from time to time the appointment of a replacement Managing Member in accordance with the provisions of this Section 8.2 or6.1(a). The Garnet Preferred Member shall have the right to remove the Garnet Common Member as Managing Member upon the occurrence of any of the following events: (i) the Bankruptcy of El Paso, if such EPED B, the Garnet Common Member or the Share Trust; (ii) a material breach by (x) the Garnet Common Member, in its capacity as Managing Member, of its obligations as Managing Member under this Garnet LLC Agreement or its obligations under Section 5.04(f) of the Collateral Agreement or (y) the Management Company of any covenant set forth in the Management Agreement, which breach, in either case, continues and is removed uncured in all material respects on the date occurring 30 days after the Garnet Common Member, the Management Company, El Paso or any Affiliate of El Paso receives written notice or has actual knowledge thereof; (iii) the gross negligence or willful misconduct of (x) the Garnet Common Member, in its capacity as Managing Member, in the performance of its obligations as Managing Member under this Garnet LLC Agreement or (y) the Management Company in the performance of its obligations under the Management Agreement; (iv) the removal of (x) Garnet as the Diamond Managing Member pursuant to Section 3.136.1(a) of the Diamond LLC Agreement or (y) EPED Holding as the Topaz Managing Member pursuant to Section 6.1(a) of the Topaz LLC Agreement; (v) any representation or warranty made by El Paso under Section 4.3 of the Participation Agreement shall prove to have been incorrect in any material respect when made (or deemed made) and such misrepresentation continues to remain materially incorrect for 30 days after the earlier of (x) El Paso having actual knowledge of such misrepresentation and (y) the giving of written notice of such misrepresentation to El Paso by the Class A Shareholder; (vi) the 60th day following the occurrence of a Note Trigger Event; (vii) a Specified Equity Event; (viii) the occurrence of an El Paso Debt Obligation Repayment Event of the type described in clause (b) of the definition thereof; (ix) the rendering of any final money judgment, enforceable in any competent court, against any of Amethyst, Aquamarine or Peridot for payment in an amount in excess of $100,000,000, and such judgment shall not be discharged or dismissed or execution thereon stayed within 60 days after entry; (x) the Manager (except for occurrence of any references in this Agreement "event of default" pursuant to the Managing Member terms of any indebtedness or other obligation exceeding in the aggregate $10,000,000 in principal amount of any of Amethyst, Aquamarine or Peridot, and such indebtedness or obligation becomes due prior to its capacity stated maturity as a result thereof; or (xi) the occurrence of any "event of default" pursuant to the terms of any indebtedness or other obligation (other than, so long as (A) the applicable "event of default" is waived by El Paso or such Affiliate, as the case may be, and (B) such "event of default" does not result in any "event of default" under the terms of any other indebtedness or other obligation of any of Amethyst, Garnet LLC Agreement Aquamarine or Peridot owing to any Person other than El Paso or an Affiliate of El Paso, any indebtedness or other obligation owing to El Paso or any Affiliate of El Paso) exceeding in the aggregate $100,000,000 in principal amount of any of Amethyst, Aquamarine or Peridot, which "event of default" causes, or permits the holder or holders of such indebtedness or other obligation to cause, such indebtedness or other obligation to become due prior to its stated maturity. The Garnet Preferred Member and not as a manager shall exercise such right of removal by providing written notice of such exercise to the Garnet Common Member after the occurrence of any of the Company if foregoing events and such Manager is not a Membernotice shall become effective (x) (in the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits case of the Managing Member’s authority any notice under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: clause (i) Enforcing or (vii) above, immediately and (y) in the Maintenance Services Agreement and the Master EPC Agreement on behalf case of the Company; any notice under clause (ii), (iii), (iv), (v), (vi), (viii), (ix), (x) Subject to the requirements for Major Decisionsor (xi) above, upon the termination expiration of the Maintenance Services Agreementapplicable grace and cure periods, causing if any, referred to in any such clause; provided, however, that, in each case, if the Company to replace such Maintenance Services Agreement Share Purchase Option is exercised and consummated in accordance with Section 8.3 7.1 of the Investor Shareholder Agreement, such notice shall be deemed to have been revoked, the Garnet Preferred Member or its designee shall (unless the Garnet Common Member shall be actively contesting such removal in good faith by appropriate proceedings) without further act become the Managing Member of Garnet for all purposes of this Garnet LLC Agreement and Section 3.2(f) and, the Garnet Common Member shall no longer be the Managing Member. The Garnet Preferred Member shall also have the right to remove the Garnet Common Member as Managing Member by delivering written notice of its exercise of such right of removal to the extent Garnet Common Member no earlier than five days prior to the end of any Fiscal Quarter and no later than the tenth day of the next succeeding Fiscal Quarter (each a "Quarterly Management Replacement Window"); provided, that if such replacement Maintenance Services Agreement QMR Notice is not given by the Garnet Preferred Member during any such Quarterly Management Replacement Window, then the Garnet Common Member shall continue as Managing Member. If a QMR Notice is delivered during a Quarterly Management Replacement Window and El Paso has not exercised its Share Purchase Option in accordance with an Affiliate Section 7.1 of Sponsor Subthe Investor Shareholders Agreement on or prior to the tenth day following such delivery, then such QMR Notice shall become effective on such tenth day following delivery of any such QMR Notice, and the operator (Garnet Preferred Member or an Affiliate thereofits designee shall, if on such tenth day, without further act become the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years Managing Member of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member Garnet for all reports and notices delivered by MSA Provider under the Maintenance Services purposes of this Garnet LLC Agreement and by Developer under the Master EPC Agreement; (iv) Causing Garnet Common Member shall no longer be the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each ProjectMember; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third parties, and (iii) take such other action as may be reasonably necessary to effectuate the foregoing if El Paso exercises its Share Purchase Option in accordance with Applicable Laws; and (xi) To Section 7.1 of the extent commercially reasonableInvestor Shareholder Agreement on or prior to such tenth day after delivery of such QMR Notice, causing then such QMR Notice shall not become effective until the Company to complete sixtieth day following the date of such exercise by El Paso of its Share Purchase Option and submit applications and other filings required for the Company to receive the Government Incentives related to the Projects. (b) In addition to the actions permitted pursuant to Section 8.2(a)then if, and in no event in limitation thereofonly if, the Manager Share Purchase Option shall provide the following services not have been consummated prior to the Company:such sixtieth day.

Managing Member. (a) Prior to the Transferability Date, the Company shall be managed by the Managing Member. Prior to such date, the provisions of Article V (other than this Section 5.1) shall not be applicable, and references to the “Board” in other Articles of this Agreement shall be deemed to be references to the Managing Member. (b) For the avoidance of doubt, during such period prior to the Transferability Date as the Company is managed by the Managing Member, the Managing Member shall have sole and absolute discretion regarding the management and affairs of the Company. In furtherance and not in limitation of the foregoing, the Managing Member shall have the right to reimbursement from the Company for any costs and expenses incurred by the Managing Member to the extent such costs and expenses represent costs and expenses properly allocable to the Company. Moreover, the Managing Member may provide such service to the Company and shall be compensated by the Company at a market rate for such services. The Managing Member may designate any successor Managing Member. (c) In addition, the Managing Member shall provide an initial liquidity facility to the Company to permit it to conduct its operations in such amount as the Managing Member may determine from time to time, except that in no event shall the Managing Member be required to provide any such facility or other capital contribution, loan, guaranty or similar financial arrangement in an amount exceeding $2,500,000 in the aggregate. (d) Notwithstanding any provision hereof to the contrary, prior to the Transferability Date, the Managing Member shall have the sole authority to approve and voting rights in respect of (and no other authorization or vote of any other Members shall be required in connection with) the approval of: (i) the liquidation or dissolution of the Company; (ii) the sale, exchange, lease, mortgage, pledge or other transfer of all, substantially all or any lesser portion of the Company's assets; or (3) a merger or consolidation of the Company with or into another Person. (e) The Managing Member shall be the Member designated to will act as such hereunder from time to time in good faith and in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager best interests of the Company in managing the the Company's affairs pursuant to this Agreement, but will have no obligation or liability to the Company or any of its other Members for any decision made or action taken in connection with the discharge of its duties hereunder if such Manager decision or action is made or taken in good faith and does not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of constitute gross negligatence or willful misconduct by the Managing Member’s authority . (f) The Managing Member will not, by virtue of its rights and obligations under this Agreement, be in any way prohibited or restricted from engaging in or possessing an interest in any other business venture of any nature, including any competitive activities. Any and all conflicts between the obligations Managing Member's interest in any other business venture and the interests of the Company are hereby consented to and waived. Neither the Company nor any other Member will have any rights in or to the income or profits derived from any other business venture of the Managing Member, in addition nor will the Managing Member have any obligation to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintainother Member, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third parties, and (iii) take such other action as may be reasonably necessary to effectuate the foregoing in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the Projectsbusiness venture. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as K&T. The Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the may only be removed and a new Managing Member in its capacity as a Member and not as a manager appointed by vote of the Company if such Manager is not Member(s) holding a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits majority of the Managing Member’s authority under this AgreementPercentage Capital Accounts. Notwithstanding the foregoing, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: until (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of ACC no longer owns an interest in the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect eighteen (18) months after the date of these Regulations as to each REC(1) and (2) below, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company to third parties, and or (iii) take such other action as may be reasonably necessary ACC is in default of the Agreement or these Regulations, ACC shall have the authority and obligation to effectuate represent the foregoing Company in accordance the following matters: (1) Negotiation with Applicable LawsFour Naples Limited partnership (“Four Naples”), Four St. ▇▇▇▇▇ Leasing Co., Inc., and their representatives for the acquisition by the Company of fee simple title to the Property and termination of the Master Lease (“Master Lease”) dated December 1,1982, pertaining to the Property between Four Naples and Four St. ▇▇▇▇▇ Leasing Co., Inc., for the obtaining of past and future rents relating to the Property, and for obtaining access to the Property for remediation of the existing environmental contamination; (2) Commencement and prosecution of litigation, and any settlement negotiations pertaining thereto, with regard to the matters set forth in (1) above; and (xi3) To Remediation of existing environmental contamination of the extent commercially reasonableProperty including seeking the issuance of a Site Rehabilitation Completion Order from the Florida Department of Environmental Regulations. The above items 1, causing 2, and 3 shall be exercised by ACC in accordance with, and subject to, the terms of the Agreement, with notice to and the right of approval (which approval will not be unreasonably withheld or delayed) by K&T, as to all material agreements, issues and decisions arising in connection therewith, and shall be subject to K&T’s right to reasonably approve litigation counsel (including bankruptcy counsel) and all material matters pertaining to the conduct and settlement of such litigation. The Company shall, upon request by ACC and if required by third parties, provide ACC with appropriate evidence of ACC’s authority to represent the Company to complete and submit applications and other filings required for in the Company to receive the Government Incentives related to the Projectsforegoing matters. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to the Company:

Managing Member. (a) The Managing Member shall have such powers as set forth in this Agreement. (b) [Intentionally Deleted.] (c) Subject to Sections 7.2(f), the Managing Member shall (but shall not be obligated notwithstanding any fiduciary duty it may have to the Member designated Company, the Members or the creditors of the Company), in its sole discretion, be entitled to act as such hereunder from time call upon the Members to time make loans to the Company on a pro rata basis in accordance with the provisions of this Section 8.2 or, if their Percentage Interests and on such Member is removed terms as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of determined by the Managing Member, in addition lieu of calling for Additional Capital pursuant to those Section 4.2. Notwithstanding the authority of the Managing Member to call upon the Members to make loans pursuant to this Section 7.2(c), no Member shall be obligated to make such loans to the Company; provided that this Section 7.2(c) shall not affect the commitment of Natixis to make loans to the Company in accordance with the Credit Agreement. (d) [Intentionally Deleted.] (e) [Intentionally Deleted.] (f) Notwithstanding anything to the contrary set forth in this Agreement, the Company and the Managing Member shall includenot, without the consent of the Special Member, which may be granted in its sole and absolute discretion, do any of the following: (i) Enforcing amend, waive or otherwise modify, or terminate, this Agreement, the Maintenance CFIN Operating Agreement, any Transaction Document, or any other document executed in connection herewith or therewith, provided that the Managing Member may amend this Agreement to reflect the rights of Additional Units or Other Equity permitted to be issued under this Agreement, subject only to the consent of the Special Member as to the form and substance of such amendment; (ii) approve the budget under the Administrative Services Agreement for any calendar year or approve any expenditures under the budget as then in effect for any calendar year under the Administrative Services Agreement if the aggregate expenditures under such budget would exceed 110% of the aggregate amount originally set forth in such budget. (iii) change the lines of business of the Company or any of its Subsidiaries to any lines of business other than a line of business specified in Section 3.1 of this Agreement; (iv) sell, assign or transfer assets of the Company or any of its Subsidiaries (including equity interests in CFIN or any other Subsidiary of the Company), except to the extent permitted under the Warrant Agreement or in connection with a Forced Sale permitted under clause (xiv) below; (v) merge or consolidate with, or convert into, another Entity or acquire the assets of another Entity other than the acquisition of investments made by CFIN or other Subsidiaries which investments are related to the Credit Enhancement Business; (vi) issue additional Units, warrants, Other Equity or any other equity interest; (vii) permit any transactions between (x) the Company and/or CFIN or any other Subsidiary of the Company on the one hand and (y) the Charter Member or any of its Affiliates (other than the Company and its wholly-owned Subsidiaries) or any non-wholly-owned Subsidiary of the Company on the other hand, other than the Transaction Documents and the Master EPC issuance of Units to the Charter Member in accordance with the terms hereof; (viii) permit the issuance of any equity interest in CFIN or any other Subsidiary of the Company to the Charter Member or any of its Affiliates (other than the Company or any of its Subsidiaries); (ix) file a petition in bankruptcy or consent to the institution of a bankruptcy proceeding with respect to, or otherwise permit the liquidation, dissolution or winding up of, the Company, CFIN or any of its Subsidiaries, except in connection with a Forced Sale permitted under clause (xiv) below ; (x) appoint any successor Administrator under the Administrative Services Agreement on behalf (or appoint any Person to fulfill any of the obligations or duties contained in the Administrative Services Agreement) or consent to the assignment by the Administrator of its rights and obligations under the Administrative Services Agreement; (xi) transfer or assign its obligations under the CFIN Operating Agreement; (xii) permit any changes or modifications to the Capital Model; (xiii) form or acquire, or permit any of its Subsidiaries to form or acquire, any Subsidiaries; (xiv) sell any asset or property of the Company having a value in excess of $1,000, provided that, subject to the rights of the Special Member under Section 4.01(c) of the Warrant Agreement, the Company shall be permitted to enter into a Forced Sale without such consent at any time after the fifth anniversary of the Original Effective Date so long as the Company shall have provided written notice thereof to the “Holders” (as defined in the Warrant Agreement), which notice shall set forth the consideration (including amount and type) and the other terms and conditions thereof, at least 20 days prior to the consummation thereof; (xv) retain employees or enter into any employment agreement, profits interests agreement, incentive plan agreement or any other employment related agreement with any employee or prospective employee of the Company; (iixvi) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing so long as the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company CFIN has any rightsCDS or Off-Setting Swaps outstanding, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according make any distribution pursuant to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions Article 5 or any other provision of this Agreement; (ixxvii) Causing cause CFIN to make any distributions to any of its Members (as defined in the Company CFIN Operating Agreement); (xviii) enter into, or cause CFIN to enter into, any CDS or any Off-Setting Swaps other than such CDS or Off-Setting Swaps existing on the MSA Provider date hereof; (xix) cause CFIN to make (a) any Stabilization Payments, Debt Service Shortfall Payments or payments of Credit Enhanced Fund Expenses or (b) any other payments to any Tax Credit Partnership or with respect to any Tax Credit Investment; or make any payments to any Tax Credit Partnership or with respect to any Tax Credit Investment other than, unless an Event of Default under the Credit Agreement is continuing, Stabilization Payments, Debt Service Shortfall Payments or payments of Credit Enhanced Fund Expenses, in each case to the extent permitted under the Master Agreement; (xx) incur any indebtedness, make any investment or grant any Lien on any of the Company’s behalf assets other than (a) indebtedness incurred pursuant to manage local public relations the Credit Agreement and government relationsthe Off-Setting Swaps, Host Customer contacts and other similar activities (b) loans made pursuant to the Master Note solely for purposes of making or paying for Credit Enhanced Fund Expenses, Stabilization Payments or Debt Service Shortfall Payments, (c) Liens pursuant to the Security Documents or (d) as specifically approved by Natixis under the Master Agreement (including any Schedule B-1 Work-Out Agreement or Schedule B-2 Work-Out Agreement entered into thereunder, in each case with respect such approval); (xxi) sell, assign, transfer or pledge the Membership Interest of the Charter Member granted pursuant to each Project; providedSection 10.5(c) this Agreement; (xxii) sell, howeverassign, that the Managing Member may not undertake transfer or pledge its equity interests in CFIN; (xxiii) issue any public relations activity on behalf of or in the name Call Notice; (xxiv) make any demand of any Member absent that Member’s express prior written consent, which such Member may freely withholdfor a capital contribution or accept any capital contribution under Section 4.2 or otherwise; (xxxv) Entering into an agreement with Sponsorcall upon the Members, in their capacity as agent on behalf members of the Company, whereby Sponsor agrees to (i) complete and submit all applications and other filings required make loans to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company or accept any loan under Section 7.2(c) or otherwise; (xxvi) lend or contribute funds or other assets; (xxvii) cause, or permit to third partiesoccur, any amendment, termination or modification of, or any release of collateral under, the Credit Support Annex dated as of June 28, 2006 between CFIN and Centerline Origination Trust I; (iiixxviii) take such other action as may be reasonably necessary to effectuate prepay the foregoing in accordance with Applicable Lawsloans under the Credit Agreement; and (xixxix) To make any capital contribution to CFIN. (g) Unless the extent commercially reasonableSpecial Member consents otherwise, causing upon the occurrence of any event described in Section 8(b) of the Administrative Services Agreement, the Managing Member shall cause the Company to complete exercise its right to remove the Administrator under the Administrative Services Agreement within the timeframe set forth therein and submit applications replace the Administrator with a successor thereto upon terms and other filings required for the Company to receive the Government Incentives related conditions satisfactory to the ProjectsSpecial Member. (bh) In addition The Special Member hereby consents to the actions permitted pursuant Company executing and delivering the Transaction Documents to Section 8.2(a), which it is to be a party and in no event in limitation thereof, the Manager shall provide the following services to the Company:Company performing its obligations thereunder.

Managing Member. The Managing Member (ain its capacity as manager as opposed to its capacity as a Member) shall have the duty and responsibility to direct and manage the affairs of the Company and the Subsidiaries and to make all decisions with regard thereto, except where (i) the Executive Committee’s or a Member’s approval is required under this Agreement or (ii) the approval of any of the Members is expressly required by a non-waivable provision of applicable law. The Managing Member agrees to carry out its obligations as a manager with respect to the management of the Company using Due Care. The standard of Due Care shall apply to all duties, obligations, liabilities, powers and authority of the Managing Member as manager. The express reference in any provision of this Agreement to the standard of Due Care shall not be construed to mean that Due Care does not apply to any and all other duties, obligations, liabilities, powers and authority of the Managing Member as manager. The Managing Member shall be the Member designated to act as devote such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement and effort to the Managing Member in Company and its capacity Subsidiaries as a Member and not as a manager the Company deems reasonably necessary for the conduct of the business of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rightsits Subsidiaries, including, without limitation, the Transaction Documents and following, all of which shall be at the Customer Agreementsexpense or the Company or the applicable Subsidiary, as the case may be, as contemplated by hereby: (a) in accordance with any approved Annual Budget and Capital Budget or where such expenditure is expressly permitted hereunder and would not constitute a Major Decision, to pay any and all necessary or appropriate expenses associated with the Maintenance Services Agreementoperation of the Company and its Subsidiaries; (viiib) Managing to operate the Subsidiaries and the Properties with a profit motive; (c) to perform and discharge all of the Company’s cash balances according or any Subsidiary’s duties and obligations with respect to investment guidelines set forth the closing, consummation of and performance under any Company or Subsidiary financing (including any Loans or Third-party Loans), including, without limitation, the formation and organization or the contribution of equity interests of any Subsidiaries, the contribution of Properties to such Subsidiaries, and the execution and delivery of any and all documents and instruments in Section 7.3 connection therewith; (d) subject to the terms and making distributions conditions of this Agreement, to engage in any kind of activity and perform, carry out and ensure compliance with contracts or other obligations of Distributable Cash any kind (including without limitation any contracts with respect to any Loans or any documents securing any such Loans) necessary or incidental to or in connection with the accomplishment of the purposes of the Company as provided may be lawfully carried out or performed by a partnership under the relevant provisions laws of each state in which the Company is then formed or registered or qualified to do business so long as and to the extent such activities are contemplated in the then approved Annual Budget or Capital Budget, provided that the Managing Member shall not be obligated to take any action with respect to a Duke Agreement that is reserved for the unilateral action of the CBRE Member pursuant to Section 3.1(b)(vii), except at the request of the CBRE Member; (e) prepare or cause to be prepared for execution by the Company or any Subsidiary all forms, reports and returns, if any, required to be filed by the Company or any Subsidiary under applicable federal, state or local laws and otherwise required to be prepared by the Managing Member by the terms of this Agreement; (ixf) Causing apply for, obtain, and maintain, in the name of the Company or any Subsidiary, all licenses and permits (including deposits and bonds) required of the MSA Provider on Company or such Subsidiary in connection with the Company’s behalf operation of the Properties, and otherwise cause the Property Manager to manage ensure that ownership and operation of the Properties is conducted in compliance with all applicable federal, state and local public relations laws, regulations and government relations, Host Customer contacts and other similar activities rules (provided that any actions or decisions with respect to each Project; providedany action, howeversuit or proceeding, that whether civil, criminal, administrative or investigative, shall require the approval of the Executive Committee); (g) acquire and enter into any contract of insurance, as directed by the Executive Committee, or which the Managing Member reasonably deems necessary or appropriate for the protection of the Company and its Subsidiaries, for the conservation of its assets or for any purpose convenient or beneficial to the Company and its Subsidiaries; (h) subject to the terms and conditions of this Agreement, including without limitation Section 3.1 and Section 3.7, to employ such agents as the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees from time to (i) complete and submit all applications and other filings required time reasonably determine to be submitted necessary in connection with the registration conduct of the Company’s and procurement of RECsits Subsidiaries’ business; (i) notwithstanding anything to the contrary contained in this Agreement but only in accordance with any approved Leasing Plan, (ii) with respect to each RECexecute, use commercially reasonable efforts to sell such REC generated by the Projects on behalf of the Company or any Subsidiary, Leases for a Property or renewals or extensions thereof or options with respect thereto; (j) subject to third partiesthe terms and conditions of this Agreement, to execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the operation of the Company and is Subsidiaries; (iiik) take such other action to monitor the operations of the Company, the Subsidiaries and the Properties and to report thereon to the Executive Committee on a regular basis and as may be reasonably necessary to effectuate required by the foregoing in accordance with Applicable Lawsterms of this Agreement; and (xil) To to oversee the extent commercially reasonable, causing activities of the Property Manager or any other Person (including third-party service providers or independent contractors) to whom the Managing Member may have delegated any of its responsibilities under and in accordance with this Agreement and to ensure the performance by any such Person of its obligations to the Company and any Subsidiary (including without limitation the obligations of the Property Manager under the Management Agreement), provided that the Managing Member shall not be obligated to complete and submit applications and other filings required take any action with respect to a Duke Agreement that is reserved for the Company to receive unilateral action of the Government Incentives related to the Projects. (b) In addition to the actions permitted CBRE Member pursuant to Section 8.2(a3.1(b)(vii), and in no event in limitation thereof, except at the Manager shall provide request of the following services CBRE Member. With respect of matters delegated to the Company:Managing Member pursuant to this Section 3.2, any Person dealing with the Managing Member with respect to the conduct of the affairs of the Company or any Subsidiary shall not be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expediency, of any action of the Managing Member.

Managing Member. (a) The Members may designate one of the Members to act as the managing member of the Company ("Managing Member") to implement the decisions of the Members. Subject to the provisions of Section 7.01 and the other provisions of this Agreement, the Managing Member shall be (i) conduct the Member designated to act as such hereunder from time to time business of the Company on a day-to-day basis in accordance with the provisions Budget and Operating Plan and such other guidelines as shall be adopted by the Members and in accordance with the standard of this Section 8.2 orcare required of prudent and experienced third-party developers and/or asset managers, if such Member is removed as Managing Member pursuant the case may be, performing similar functions, in accordance with customary industry standards, (ii) perform the duties assigned to Section 3.13, the Manager it hereunder and (except for any references in this Agreement to the Managing Member in its capacity as a Member iii) carry out all decisions and not as a manager resolutions of the Company if such Manager is not a Member) (the “Managing Member”)Members. The initial Managing Member shall be Sponsor Sub▇▇▇▇▇▇▇, which shall remain the Managing Member until changed by action of the Members or unless ▇▇▇▇▇▇▇ is terminated as the Managing Member pursuant to Section 7.03(e) hereof. In the event that ▇▇▇▇▇▇▇ or any other Person should resign or be removed as the Managing Member, Prime GR may (but shall be under no obligation to) appoint a replacement thereof (including itself, or any third-party at such rates of compensation as it shall reasonably determine appropriate). Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those limitations set forth in this Agreement, shall include: Agreement (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, includingincluding , without limitation, the Transaction Documents required approval for Major Decisions) and the Customer Agreements, as contemplated guidelines adopted by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relationsMembers, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake any public relations activity on behalf of or in the name of any Member absent that Member’s express prior written consent, which such Member may freely withhold; (x) Entering into an agreement with Sponsor, as agent on behalf of the Company, whereby Sponsor agrees shall have the power and authority to (i) complete enter into contracts and submit all applications and other filings required to be submitted in connection with the registration and procurement of RECs, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects leases on behalf of the Company to third parties, and (iii) take such other action as may be reasonably necessary to effectuate the foregoing in accordance with Applicable Laws; and (xi) To the Current Budget and Operating Plan approved by the Members, to make expenditures as are required to implement a Current Budget and Operating Plan, but only to the extent commercially reasonable, causing that any such expenditures and amounts required to be paid by the Company to complete and submit applications under such contracts, leases and other filings required instruments and documents are not in excess of the limitations provided for in Section 7.01(a) (unless such excess has been approved by the Company Members). The Managing Member shall have no power or authority to authorize or approve any Major Decision or to take any material action with regard thereto, unless the same has been approved by the Members. The Managing Member shall not be entitled to receive any fees or other compensation in respect of its activities as the Government Incentives related to the ProjectsManaging Member except as otherwise provided in Section 7.04. (b) In addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall: (i) Oversee the operations and management on a day-to-day basis of any and all of the assets which comprise the Company Property in accordance with the Budget and Operating Plan; (ii) Take all proper and necessary actions permitted reasonably required to cause the Company and all third parties at all times to perform and comply with the provisions (including, without limitation, any provisions requiring the expenditure of funds by the Company) of any loan commitment, partnership agreement, agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or which affects any Company Property or the operation thereof, other than contracts, instruments or agreemen ts to which the Managing Member or its Affiliate is a party; (iii) Pay in a timely manner all non-disputed operating expenses of the Company and all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Property, in accordance with the terms of a Current Budget and Operating Plan or as otherwise provided herein; (iv) Obtain and maintain insurance coverage on all of the Company Property as required by the Members, with insurers selected by Prime GR and, if feasible and more favorable to the Company, under plans covering Prime GR and for its Affiliates; and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Property in accordance with a Current Budget and Operating Plan; (v) Deliver to the other Members promptly upon the receipt or sending thereof, copies of any material correspondence with any governmental authority and copies of all notices, reports, communications, and other material correspondence between the Company and (A) any landlord or tenant under any lease, (B) any lender under any mortgage loan, (C) any holder of a mortgage affecting all or any portion of any Company Property or which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; or (D) any Person relating to any monetary or material non-monetary default under any material agreement to which the Company is a party; (vi) Prepare and deliver to all the Members monthly status reports and other information necessary to fully advise and apprise the Members of the status of any acquisitions of, dispositions of, leasing of, and development activities for, or proposed acquisitions of, dispositions of, leasing of, and development activities for any Property and of any proposed amendments (including any variation in proposed expenditures) to the Budget and Operating Plan (which updates and status reports, if approved by the Members, are "Status Reports"). Such Status Reports shall include such additional information as shall be reasonably requested by any Member and shall be delivered to the Members as soon as reasonably practicable after the end of each such monthly period, but in any event no later than the 5th business day following the end of such period. (vii) Maintain, or cause to be maintained, the books and records provided for in Article IX and promptly deliver to the other Members the reports, financial statements and other information provided for in Article IX hereof; (viii) If the Managing Member subcontracts with third parties or any of its Affiliates for the performance, as its agent, of any of the services to be performed by the Managing Member, supervise and oversee the performance of the services performed by such third parties or Affiliates (in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors), provided that any such delegation or other subcontracting must be approved in writing in advance by the Members; and (ix) Advising the Members as far in advance as reasonably foreseeable with regard to the amount and timing of any Capital Contributions which may be required by the Company or necessary to the operations of the Company. (c) To the extent that any of the duties of the Managing Member described in Section 7.03(b) require the expenditure of funds or the incurring of obligations on behalf of the Company, unless the Members shall have expressly directed the Managing Member otherwise: (i) the approval of any Budget and Operating Plan by the Members shall constitute the authorization and approval of the Managing Member to expend such funds and incur such obligations in accordance with such Budget and Operating Plan; provided, that for each major line item set forth in such Budget and Operating Plan, the Managing Member is authorized to expend an amount in excess of the budgeted amount not to exceed in the aggregate for each line item the lesser of $10,000 and 10% of such line item; and (ii) without regard to amounts set forth in any Budget and Operating Plan or whether any Budget and Operating Plan has been approved, the Managing Member is hereby authorized to expend funds for emergency repairs or other immediately necessary expenditures to avoid material harm to the value of any Company Property. (d) Without limiting the authority of the Managing Member pursuant to Section 8.2(a)7.03(b) above, and in no event in limitation thereofprior to making any expenditure or incurring any obligation on behalf of the Company, the Manager Managing Member may require the Members to certify that such expenditure or obligation has been approved by the Members. (e) In addition, the Company shall provide reimburse the following services Managing Member for any out-of-pocket costs incurred by the Managing Member but only to the extent such expenditures were approved by the Members pursuant to Section 7.02(a). (f) Notwithstanding anything to the contrary contained in this Agreement, the Managing Member shall not be obligated to make any expenditures or advance any funds on behalf of the Company except from the accounts of funds of the Company:, nor shall the Managing Member be obligated to perform its duties and obligations hereunder if Company funds are not available in amounts required to perform such duties and obligations. In addition, the Managing Member shall not, without the prior approval of the Members, unless previously approved or specifically provided for in a Current Budget and Operating Plan or in this Agreement, take any action constituting a Major Decision.

Managing Member. (a) Except as otherwise specifically provided herein or otherwise expressly provided under the Delaware Act, the management of the Company shall be vested exclusively in the Managing Member, and Non-Managing Members shall have no part in the management or control of the Company and shall have no authority or right to act on behalf of the Company in connection with any matter. (b) Subject to the terms of this Agreement, the Managing Member shall have the sole power and authority on behalf of and in the name of the Company to carry out any and all of the objects and purposes and to exercise any and all of the powers contemplated by Section 2.3 and to perform all acts which it may deem necessary or advisable in connection therewith. The Managing Member shall be not take any action that would subject any Non-Managing Member to liability for the debts and obligations of the Company. (c) The Members agree that all actions made or taken by the Managing Member designated to act as such hereunder from time to time in accordance with the provisions terms of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include: (i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company; (ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels; (iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement; (iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws; (v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by bind the Company, all material Governmental Approvals the Members and Permits (if any) required for their respective successors, assigns and personal representatives. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the ProjectsManaging Member as herein set forth. (d) In addition to powers, rights, privileges, duties and discretion delegated to the extent applicable; (vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) Officers pursuant to comply with the terms and conditions of the Customer AgreementsSection 3.2, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws; (vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce compliance by their counterparties with the terms and conditions of all contracts under which the Company has any rights, including, without limitation, the Transaction Documents and the Customer Agreements, as contemplated by the Maintenance Services Agreement; (viii) Managing the Company’s cash balances according to investment guidelines set forth in Section 7.3 and making distributions out of Distributable Cash as provided under the relevant provisions of this Agreement; (ix) Causing the Company or the MSA Provider on the Company’s behalf to manage local public relations and government relations, Host Customer contacts and other similar activities with respect to each Project; provided, however, that the Managing Member may not undertake delegate to any public relations activity on behalf Person or Persons, including any Person who is a Non-Managing Member, all or any of the powers, rights, privileges, duties and discretion vested in it pursuant to this Article III and such delegation may be made upon such terms and conditions as the Managing Member shall determine. (e) Any Person to whom the Managing Member delegates any of its duties pursuant to this Section 3.1 or in any other provision of this Agreement shall be subject to the name same standard of any care as the Managing Member, unless such Person and the Managing Member absent that Member’s express prior written consent, mutually agree to a different standard of care or right to indemnification to which such Member may freely withhold;Person shall be subject. (xf) Entering into an agreement with SponsorTo the fullest extent permitted by applicable law, as agent on behalf the Managing Member (or any Affiliate of the Company, whereby Sponsor agrees Managing Member) is hereby authorized to (i) complete and submit all applications and other filings required to be submitted in connection purchase property from, sell property to, lend money or otherwise deal with any of its Affiliates, any Member, the registration and procurement Company or any Affiliates of RECsany of the foregoing Persons, (ii) with respect to each REC, use commercially reasonable efforts to sell such REC generated by the Projects on behalf obtain services from any Member or any Affiliate of the Company to third parties, any Member and (iii) take such other action as may be reasonably necessary to effectuate the foregoing in accordance with Applicable Laws; and (xi) To the extent commercially reasonable, causing the Company to complete and submit applications and other filings required for the Company to receive the Government Incentives related to the Projects. (b) In addition to the actions permitted pursuant to Section 8.2(a), and in no event in limitation thereof, the Manager shall provide the following services to otherwise cause or permit the Company:, its portfolio companies and Affiliates to enter into any such transaction.