EX-10.24

Exhibit 10.24

CONSENTANDSECONDOMNIBUSAMENDMENT

ThisCONSENTANDSECONDOMNIBUSAMENDMENT(the“Amendment”),dated as of August 27, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees andassignsinsuchcapacity,“AdministrativeAgent”),Natixis,NewYorkBranch,initscapacity as the collateral agent for the Secured Parties (together with its successors, designees and assigns insuchcapacity,“CollateralAgent”),MN8DevCo3LLC,aDelawarelimitedliabilitycompany (the “Devco Borrower”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower2”,andtogetherwiththeDevcoBorrowerandtheOpcoBorrower1,the“Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (the “American Beech TE Partnership”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie Solar Holdings LLC,aDelawarelimitedliabilitycompany(“PrairieSolarHoldings”),PrairieSolar1,LLC,a Delaware limited liability company (the “Prairie Project Company”) MN8 FMG LLC, a Delaware limited liability company (the “HoldCo (Bluebird)”), American Beech Class B LLC, a Delaware limited liability company (the “Class B Member (American Beech)”) and Prairie Class B LLC, a Delaware limited liability company (the “Class B Member (Prairie)”, and collectively with the Borrowers, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Bluebird Solar Investments, Prairie Solar Holdings, Prairie Project Company, HoldCo (Bluebird) and Class B Member (American Beech), the “Borrower Entities”), and the Lenders party hereto.Capitalized terms used but not otherwise definedhereinshallhavethemeaningsascribedtosuchtermsintheCreditAgreement(asdefined below).

RECITALS

A.    WHEREAS,theBorrowershaveenteredintothatcertainCreditAgreement,dated asofDecember31,2024,asamendedbythatcertainFirstAmendmenttoCreditAgreement,dated asofMay6,2025,thatcertainSecondAmendmenttoCreditAgreement,datedJune12,2025,that certain Consent and Omnibus Amendment, dated as of June 13, 2025, that certain Consent and Amendment, dated as of June 23, 2025, and that certain Release, Joinder, Consent and Fifth Amendment, dated as of July 9, 2025 (the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment and as may be further amended, amended and restated,modifiedorsupplementedfromtimetotime,the“CreditAgreement”),withthefinancial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of credit,AdministrativeAgent,CollateralAgent,andtheotheragentsandpersonsfromtimetotime party thereto.

B.    WHEREAS, the Borrower Entities have entered into that certain Amended and Restated Guaranty, Pledge and Security Agreement (the “Existing Security Agreement”), dated asofJuly9,2025,withtheCollateralAgentandtheotherpersonsfromtimetotimepartythereto.

C.    WHEREAS, the applicable Project Group Members wish to enter into (or cause their Affiliates to enter into) (i) that certain Membership Interest Purchase Agreement, by and betweenDevcoBorrowerandAmericanBeechTEPartnership,substantiallyintheformattached hereto as Exhibit A(the “MIPA”), (ii) that certain Amended and Restated Limited Liability Company Agreement of American Beech TE Partnership by and between Tenaska American BeechHoldings,LLC,aDelawareLimitedLiabilityCompany(the“TaxEquityInvestor”)Class BMember(AmericanBeech),substantiallyintheformattachedheretoasExhibitB(the“LLCA”), (iii) that certain Equity Capital Contribution Agreement, by and among American Beech TE Partnership,TaxEquityInvestorandClassBMember(AmericanBeech),substantiallyintheform attachedheretoasExhibitC(the“ECCA”),(iv)thatcertainClassAGuarantybyTenaskaEnergy, Inc., a Delaware corporation, and Tenaska Energy Holdings, LLC, a Delaware limited liability company,infavorofClassBMember(AmericanBeech),substantiallyintheformattachedhereto as Exhibit D(the “Class A Guaranty”), (v) that certain Sponsor Guaranty by MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), in favor of the Tax Equity Investor, substantially in the form attached hereto as Exhibit E(the “Sponsor Guaranty”), (vi) that certain SponsorMIPAGuarantyinfavoroftheAmericanBeechTEPartnership,substantiallyintheform attached hereto as Exhibit F (the “Sponsor MIPA Guaranty”), and (vii) that certain Consent and Agreement by and among the Tax Equity Investor, American Beech TE Partnership, Class B Member (American Beech) and the Collateral Agent, substantially in the form attached hereto as Exhibit G(the “Interparty Agreement” and together with the MIPA, the LLCA, the ECCA, the ClassAGuaranty,theSponsorGuarantyandtheSponsorMIPAGuaranty,the“AmericanBeech Tax Equity Documents”).

D.    WHEREAS,SponsorhasenteredintothatcertainEquityContributionAgreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

E.    WHEREAS, in connection with the execution of the American Beech Tax Equity Documents, the Borrowers wish to amend certain provisions of the Existing Credit Agreement.

F.    WHEREAS, pursuant to Section 7.24 and Section 8.18 of the Existing Credit Agreement the consent of all Lenders is required for the applicable Project Group Members to enter into the American Beech Tax Equity Documents.

G.    WHEREAS, subject to certain exceptions, Section 12.20 of the Existing Credit Agreement permits any provision of the Credit Documents to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

H.    WHEREAS, Section 7.02 of the Existing Security Agreement permits any provision of the Security Agreement to be amended if such amendment is in writing and signed by the Borrower Entities and the Collateral Agent.

I.    WHEREAS, the Borrowers request that (i) the Lenders consent to the execution and delivery by the parties thereto of the American Beech Tax Equity Documents on the AmendmentEffectiveDateand(ii)theLenders,theIssuingBanks,theAdministrativeAgentand the Collateral Agent agree to amend the Existing Credit Agreement and the Existing Security Agreement as set forth below.

J.    WHEREAS,theundersignedLendersconstitutingallLendershaveagreedtosuch consentsandamendmentstotheExistingCreditAgreementandtheExistingSecurityAgreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

CONSENTANDAMENDMENT

1.    Consent and Agreement.

(a)    Effective as of the Amendment Effective Date, the undersigned Lenders (constituting all Lenders) consent to the applicable Project Group Members (and their Affiliates) enteringintotheAmericanBeechTaxEquityDocuments,and(ii)approvetheupdatedBaseCase Model.

(b)    Effective as of the Amendment Effective Date, the Borrowers and the undersigned Lenders (constituting all Lenders) agree that (i) upon the execution of the American BeechTaxEquityDocuments,(x)theTaxEquityEffectiveDateundertheCreditAgreementhas occurred with respect to the American Beech Project, (y) without limitation of the definition of Tax Equity Documents, the American Beech Tax Equity Documents shall constitute Tax Equity DocumentswithrespecttotheAmericanBeechProjectand(z)theMaximumAmount(American Beech) (as defined in the Equity Contribution Agreement) has been adjusted to $69,076,758 and (ii)the Updated BaseCase Model shall constitutethe Base Case Model.

(c)    EffectiveasoftheHoldCoEffectiveDateinconnectionwiththeAmerican Beech Project, automatically and without any further action of DevCo Borrower or OpCo Borrowers, the undersigned Lenders (constituting all Lenders) and the Borrower Entities agree that(x)DevCoBorrowershallbedeemedtohaveassigned,andOpCoBorrowersshallbedeemed to have assumed, jointly and severally, all Obligations of DevCo Borrower under the Credit AgreementandtheotherCreditDocumentswithrespecttotheAmericanBeechProject,including all Loans or Reimbursement Obligations with respect to the American Beech Project, (y) DevCo Borrower shall no longer be a borrower under the Credit Agreement and the other Credit DocumentswithrespecttotheAmericanBeechProject,and(z)theDevCoBorrower’saggregate liability with respect to the Obligations under the Credit Agreement and the other Credit Documents shall be reduced by an amount equal to the Obligations so assigned to the OpCo Borrowers.

(d)    Thepartiesheretoherebyagreethat,basedontheUpdatedBaseCaseModel (as defined below) delivered pursuant to Section 7.24(d) of the Credit Agreement in connection withtheAmericanBeech Tax Equity Documents, the adjustedUpsize Bridge Loan Commitment is $170,328,273.14 and the Upsize Bridge Loan Amount (American Beech) is $69,076,758.

2.    Amendment.EffectiveasoftheAmendmentEffectiveDate,theBorrowerEntities, the Administrative Agent, the Collateral Agent, the Issuing Banks, and the undersigned Lenders constituting all Lenders hereby agree as follows:

(a)    Article 8 of the Existing Credit Agreement is amended by adding the following as Section 8.22 immediately after Section 8.21:

“Section 8.22. ITC Transfer Indemnity (American Beech). With respect to the American Beech Project, the Borrower shall not, and shall cause each applicable ProjectGroupMembernotto,(a)indemnifyanyITCTransferee(asdefinedinthe HoldCo LLCA with respect to the American Beech Project) or (b) other than as provided in the HoldCo LLCA as of the execution date thereof with respect to the AmericanBeechProject,indemnifytheClassAMember(asdefinedintheHoldCo LLCA with respect to the American Beech Project) in connection with any ITC Transfer (as defined in the HoldCo LLCA with respect to the American Beech Project).”

(b)    Schedule6.1(d)(ConsentstoCollateralAssignment)totheExistingCredit Agreement is hereby amended and restated in its entirety as set forth in Exhibit Hhereto.

(c)    The Existing Security Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlined text) as set forth in the pages of the Security Agreement attached as Exhibit Ihereto (the Existing Security Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”).

3.    Representations and Warranties.    Each Borrower Entity hereby represents and warrants that:

(a)    NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, delivery of performance of the Amendment.

(b)    Each representation and warranty set forth in Article 5 of the Credit AgreementandinArticleIIIoftheSecurityAgreementistrueandcorrectinallmaterialrespects as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment EffectiveDate(or,ifstatedtohavebeenmadeonorasofanearlierdate,weretrueandcorrectin all respects on or as of such earlier date).

(c)    Each Borrower Entity is duly organized and validly existing, has all requisitecorporate,limitedliabilitycompanyorpartnership(asapplicable)powerandauthorityto execute,deliverandperformthisAmendment,theCreditAgreementandtheSecurityAgreement. Each Borrower Entity is qualified to do business in, and is in good standing in, every jurisdiction

where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)    EachofthisAmendment,theCreditAgreementandtheSecurityAgreement (a)hasbeendulyauthorized,executedanddeliveredbyeachBorrowerEntity;and(b)when executedanddeliveredbyeachBorrowerEntityandeachoftheotherpartiestheretowillbethe legal, valid and binding obligation of such Borrower Entity, enforceable against such Borrower Entityinaccordancewithitsterms,exceptastheenforceabilitythereofmaybelimitedby (i)applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)    The execution, delivery and performance by each Borrower Entity of each of this Amendment, the Credit Agreement and the Security Agreement do not and, to the Knowledge of such Borrower Entity, will not (a)violate any Applicable Law or Governmental Approval in any material respect, (b)violate any provision of the Organizational Documents of such Borrower Entity, (c)violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower Entity or such Borrower Entity’s assets, or give rise to a right thereunder to require any material payment to be made by such Borrower Entity or (d)except for the Liens created pursuant to the CreditDocuments,resultinthecreationorimpositionofanyLienonanyassetofsuchBorrower Entity.

4.    Effectiveness.This Amendment shall be effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent and all the Lenders:

(a)    Receipt by the Administrative Agent of an executed counterpart of this Amendment from each of the Borrower Entities, all Lenders, the Administrative Agent and the Collateral Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).

(b)    Delivery to the Administrative Agent of copies of certified true, complete and correct executed copies of the American Beech Tax Equity Documents substantially in the applicableformsattachedheretoasExhibitA,ExhibitB,ExhibitC,ExhibitD,ExhibitE,ExhibitF, and Exhibit Gall of which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.

(c)    Eachofthe“EffectiveDate”underandasdefinedintheMIPA,theECCA and the LLCA shall have occurred, as certified by the Borrowers.

(d)    The “MC Funding Date” under and as defined in the ECCA shall have occurred or will occur concurrently with the Amendment Effective Date.

(e)    Delivery to the Administrative Agent of an officer’s certificate from each oftheBorrowers,theAmericanBeechProjectCompany,theClassBMember(AmericanBeech)

and American Beech TE Partnership, dated as of the Amendment Effective Date, certifying as to (A)eachentity’scertificateofgoodstandinginitsstateofincorporationorformation,datedasof a recent date, (B) each entity’s certificate of formation and operating agreement as then in effect, and (C) a certificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorized to execute and deliver each American Beech Tax Equity Document to which such entity is a party and, with respect to the Borrowers, this Amendment.

(f)    Delivery to the Administrative Agent of a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of each Borrower, the AmericanBeechProjectCompany,theClassBMember(AmericanBeech),AmericanBeechTE Partnership and the Tax Equity Investor as of the Amendment Effective Date.

(g)    DeliverytotheAdministrativeAgentofthefollowingopinions,informand substance reasonably satisfactory to the Lenders: (i) an opinion of Holland & Knight LLP, as special New York counsel to the American Beech TE Partnership, American Beech Project Company and Class B Member (American Beech) addressing customary corporate and enforceability matters with respect to the MIPA, the ECCA, the Sponsor Guaranty, the Sponsor MIPAGuaranty,theInterpartyAgreementandthisAmendment,(ii)anopinionofFoxRothschild LLP, as special North Carolina counsel to the American Beech Project Company addressing customary corporate matters, (iii) a legal opinion of Morris James LLP, as Delaware counsel to the Class B Member (American Beech) addressing customary matters relating to the LLCA, (iv) anopinionofAbrahamsKaslow&CassmanLLP,ascounseltotheTaxEquityInvestor,Tenaska Energy, Inc. and Tenaska Energy Holdings, LLC, addressing customary corporate matters with respect to the ECCA, the LLCA, the Class A Guaranty and the Interparty Agreement, and (v) an opinion of Latham & Watkins LLP, as counsel to the Tax Equity Investor, Tenaska Energy, Inc. and Tenaska Energy Holdings, LLC, addressing customary enforceability matters with respect to the ECCA, the Class A Guaranty and the Interparty Agreement, which, in each case, will include the Administrative Agent as an addressee.

(h)    DeliverytotheAdministrativeAgentoftheAppraisalandCostSegregation Report (each as defined in the ECCA) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(i)    Delivery to the Administrative Agent of the Title Policy and the then-current draft ALTA Survey (each as defined in the ECCA) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(j)    Delivery to the Administrative Agent of an updated Base Case Model (the “UpdatedBaseCaseModel”),informandsubstancereasonablyacceptabletotheAdministrative Agent and all Lenders.

(k)    Paymentofallfees,costsandotherexpenses(includingallreasonablyout-of-pocketcosts,feesandexpenses(includinglegalexpenses))andallotheramountsthendueand payable by the Borrowers pursuant to the Credit Agreement.

(l)    TherepresentationsandwarrantiessetforthinSection3aretrueandcorrect in all material respects as of the Amendment Effective Date; provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date.

(m)    NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, deliver and performance of this Amendment.

5.    Post-AmendmentEffectiveDateCovenant.Nolaterthanthirty(30)daysfollowing theAmendmentEffectiveDate,theBorrowersshallcausetheSponsortodeliveracashdiversion guaranty in favor of the Administrative Agent for and on behalf of the Lenders, which shall be in formandsubstancereasonablysatisfactorytoallLenders (the“CashDiversion Guaranty”).The partiesheretoherebyagreethat,notwithstandinganythingtothecontraryintheCreditAgreement, the failure to deliver the Cash Diversion Guaranty to the Administrative Agent within thirty (30) days following the Amendment Effective Date shall be an immediate Event of Default under the Credit Agreement.

6.    Reaffirmation of Security. Each Loan Party party hereto hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continueinfullforceandeffectandthatallofitspaymentobligations,guarantees,pledges,grants of security interests and other obligations, as applicable, under and subject to the terms of such Credit Documents shall be valid and enforceable and shall not be impaired or limited by the executionoreffectivenessofthisAmendmentoranyofthetransactionscontemplatedherebyand (b)confirmsthesecurityinterestsintheCollateralgrantedbyitpursuanttotheapplicableSecurity Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

7.    CreditDocument.ThisAmendmentconstitutesa“CreditDocument”forpurposes of the Credit Agreement. From and after the Amendment Effective Date, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amendedbythisAmendment.FromandaftertheAmendmentEffectiveDate,allreferencestothe Security Agreement in the Credit Documents shall be deemed to refer to the Security Agreement as amended by this Amendment.

8.    Governing Law.This Amendment, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.

9.    Miscellaneous.Sections 12.27 (Governing Law), Sections 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

10.    Headings.AllheadingsinthisAmendmentareincludedonlyforconvenienceand easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

11.    Binding Nature and Effect.This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

12.    Counterparts.ThisAmendmentmaybeexecutedinmultiplecounterparts,eachof which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

13.    Electronic Execution.This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the partybymeansof(i)anyelectronicsignaturepermittedbythefederalElectronicSignaturesin GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor other Signature Law due to the character or intended character of the writings.

14.    No Modification; No Other Matters.Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in fullforceandeffect.Theconsentandamendmentgrantedhereinshallapplysolelytothematters setforthhereinandtotheextentexpresslysetforthhereinandsuchconsentandamendmentshall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and amendment apply to any other matters.Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

15.    DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the Amendment Effective Date, execute this Amendment.The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

16.    Direction to the Collateral Agent.Each of the undersigned Lenders and the Administrative Agent hereby directs the Collateral Agent to, on the Amendment Effective Date, executethisAmendmentandtheInterpartyAgreement.TheCollateralAgentshallhaveallofthe rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

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INWITNESSWHEREOF,theundersigned,bytheirofficersthereuntodulyauthorized, have duly executed this Amendment as of the date first written above.

SIGNATURE PAGE TO MN8 CONSENT AND SECOND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

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EXHIBITA

MIPA

MEMBERSHIPINTERESTPURCHASE AGREEMENT

between

MN8 DEVCO 3 LLC

and

AMERICANBEECHSOLARHOLDINGSLLC

August27,2025

TABLE OF CONTENTS

TABLE OF CONTENTS

LIST OF EXHIBITS AND SCHEDULES TO

MEMBERSHIPINTERESTPURCHASEAGREEMENT

MEMBERSHIPINTERESTPURCHASE AGREEMENT

ThisMEMBERSHIPINTERESTPURCHASEAGREEMENT(this“MIPA”),dated as of August 27, 2025 (the “Effective Date”), is entered into between MN8 DevCo 3 LLC, a Delaware limited liability company (“Seller”), and American Beech Solar Holdings LLC, a Delaware limited liability company (the “Company”).

RECITALS:

1.    American Beech Solar LLC, a North Carolina limited liability company (“Project Company”) is developing an approximately 196 MW(dc) photovoltaic power generation project locatedinHalifaxCounty,NorthCarolinaknownastheAmericanBeechProject(the“Project”);

2.    Seller directly owns 100% of the outstanding Membership Interests in Project Company and is an Affiliate of American Beech Class B LLC, a Delaware limited liability company (“Class B Member”);

3.    Class B Member directly owns 100% of the outstanding Membership Interests in the Company;

4.    On the Effective Date and prior to the execution and delivery of this MIPA, the Company, Tenaska American Beech Holdings, LLC, a Delaware limited liability company (“Investor”) and Class B Member have executed and delivered an Equity Capital Contribution Agreement (the “ECCA”) and on the MC Funding Date (as defined in the ECCA), the Investor and Class B Member will execute and deliver an Amended and Restated Limited Liability Company Agreement of the Company (the “LLCA”) to, among other things, admit Investor as a memberoftheCompanyanddefinetherespectiveinterests,rightsandobligationsofInvestorand Class B Member in the Company; and

5.    Subject to the terms and conditions set forth herein, the Company desires to purchase from Seller, and Seller desires to sell to and irrevocably and unconditionally transfer to Company, 100% of the Membership Interests in Project Company in exchange for the consideration described in Section 2.2.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth herein and intending to be legally bound hereby, Seller and the Company agree as follows:

ARTICLEONE

DEFINEDTERMSANDINTERPRETATION

1.1    Definitions. Capitalized terms not otherwise defined in this MIPA are defined in Exhibit A.

1.2    Principles of Interpretation. All the agreements, contracts or documents defined or referred to in this MIPA will mean such agreements, contracts or documents as the same may

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fromtimetotimebesupplementedoramendedortheirtermswaivedormodified,exceptas otherwise provided herein. Defined terms in this MIPA will include, in the singular number, the plural, and in the plural number, the singular. Wherever from the context it appears appropriate, pronouns stated in the masculine, feminine or neuter gender will include the masculine, feminine andneutergenders.AllreferencestoArticles,Sections,SchedulesandExhibitswillbereferences toArticles,Sections,SchedulesandExhibitsofthisMIPA,unlessotherwisespecified.Thewords “will” and “shall” have the same meaning. The words “include,” “includes” and “including” are not limiting, and are in all cases to be construed as followed by the words “without limitation” (whether or not expressly so followed); the word “or” is not exclusive; references to Persons include their respective successors and assigns or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations will include any amendments of the same and any successor statutes and regulations.Thewords“herein,”“hereof”and“hereunder”willrefertothisMIPAasawholeand not to any particular section or subsection of this MIPA. Documents, files and materials that are postedtotheDataSiteorotherwisedeliveredinwritingtotheCompanywillbedeemeddelivered for purposes of this MIPA.

ARTICLETWO

PURCHASEANDSALEOF PROJECT COMPANY

2.1    Purchase and Sale. On the Closing Date and on the terms and subject to the conditions set forth in this MIPA, Seller shall sell, convey, transfer, assign and deliver to the Company, and the Company shall purchase and accept from Seller, all of Seller’s right, title and interest in and to 100% of the Membership Interests in Project Company, free and clear of all Encumbrances (except for Permitted Equity Encumbrances), as evidenced by the execution and delivery by the Parties of the Assignment Agreement.

2.2    Purchase Price.

(a)    In consideration of the purchase and sale of 100% of the Membership InterestsinProjectCompanydescribedin Section2.1,theCompanyshallpaytoSellerincashin immediately available funds into an account of Seller a purchase price equal to the Appraised Value (the “Purchase Price”). The Purchase Price shall be paid by a payment in an amount (the “CashPurchasePrice”)equalto(i)thePurchasePriceless(ii)theamountofLiabilitiesofProject CompanyasoftheClosingDateless(iii)theRemainingCosts(Estimated),whichamountwillbe payable on the Closing Date to the account specified in writing by Seller.

(b)    TheCash PurchasePrice shall bepaid in the followinginstallments:

(i)    The first installment, consisting of $24,690,228.60 (the “First Installment”), shall be due and payable and shall be paid on the Closing Date by wire transfer of immediately available funds to an account that Seller designates by written notice to the Company.

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(ii)    The second installment, consisting of the Cash Purchase Price as updated on the SC Funding Date (as defined in the ECCA) to reflect the final Appraisal deliveredpursuanttoSection4.3(e)oftheECCA,reducedbytheFirstInstallment(the “SecondInstallment”),shallbedueandpayableandshallbepaidontheearlierof(A)the SC Funding Date (as defined in the ECCA) and (B) April 30, 2026, by wire transfer of immediately available funds to an account that Seller designates by written notice to the Company.

2.3    Purchase Price Allocation and Tax Treatment. The Parties agree and acknowledge that the transfer of the Membership Interests pursuant to this MIPA will be treated for federal income and other applicable Tax purposes as a sale by Seller and as a purchase by the Company of all of the assets owned by Project Company for a total consideration equal to the AppraisedValue(which,fortheavoidanceofdoubt,shallincludetheassumptionbytheCompany of all of the Liabilities of Project Company as of the Closing Date and the obligation to pay the Remaining Costs (Estimated)). The Parties agree and acknowledge that such consideration shall beallocatedamongtheassetsofProjectCompanyconsistentlywiththeallocationsetforthinthe CostSegregationReportasoftheClosingDate.ProjectCompany,theCompanyandSelleragree tofileallfederal,stateandlocalTaxReturnsinaccordancewiththeprovisionsofthisSection2.3, andsuchagreedallocation.NeitherPartyshalltakeanyposition,onanyTaxReturnorotherwise, that is inconsistent with such allocation unless specifically required pursuant to Applicable Law.

2.4    Withholding. The Company shall be entitled to deduct and withhold from all payments of the Cash Purchase Price, or any other amounts (or any portion thereof) payable pursuant to this MIPA, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other Applicable Law; provided that the Company will, prior to any deduction or withholding, use commercially reasonable efforts to notifySellerofanyanticipatedwithholding,andreasonablycooperatewithSellertominimizethe amount of any applicable withholding to Seller. To the extent that amounts are so withheld, such withheldamountsshallbepaidbysuchwithholdingpartytotherelevantGovernmentalAuthority and shall be treated for all purposes of this MIPA as having been paid to the Party to whom such amounts would otherwise have been paid.

ARTICLE THREE

REPRESENTATIONSANDWARRANTIES

3.1    RepresentationsandWarrantiesofSeller.Thefollowingrepresentationsand warrantiesaremadebySellertotheCompanyontheEffectiveDate,unlessspecificallylimitedto only certain dates:

(a)    Organization,GoodStanding,Etc.;Officers.EachofSellerandtheProject Company (i)is a limited liability company that is duly organized and existing under the laws of thestateofitsformationandisingoodstandingundersuchlaws;(ii)hastherequisitepowerand authoritytoown,leaseandoperateitspropertiesandAssetsandtocarryonitsbusinessand(iii)is dulyqualifiedandingoodstandingineachjurisdictionwheresuchqualificationisnecessary.The Company has received true and correct copies of the charter documents and operating agreement

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oftheSellerandtheProjectCompanycurrentlyineffect.ThepersonslistedonSchedule1arethe individualswhohaveprimaryresponsibilityforallday-to-dayoperationsandmanagementofthe Project and the matters to which representations and warranties are made in this MIPA.

(b)    Company Membership Interests. On the Effective Date prior to the transactions contemplated in Section 2.1, Seller is the sole member of the Project Company and holds100%oftheownershipinterestsintheProjectCompany(subjecttonoEncumbrancesother than those granted pursuant to the Construction Financing Documents and Permitted Encumbrances set forth in clause (e) of the definition thereof), which are validly issued and duly authorized.OtherthanpursuanttotheECCA,thisMIPA,theLLCAortheConstructionFinancing Documents,there is no agreement or other arrangement to issue,sell, transfer, convertor dispose of any ownership interest in the Project Company.

(c)    SolePurpose.SincethedateofacquisitionbySelleroroneofitsAffiliates of the Project Company, the Project Company has been engaged solely in the development, construction and ownership of the Project and has incurred no Liabilities except those incurred under the Project Documents, the Construction Financing Documents and Governmental ApprovalsandLiabilitiesincidentaltothedevelopment,constructionandownershipoftheProject that are not material. The Project Company is not a party to any agreement or contract having a value over its term in excess of $250,000 other than the Project Documents and the Construction Financing Documents to which it is a party.

(d)    Authority; Enforceability. Each of Seller and the Project Company has the requisite power and authority to execute, deliver and enter into the Transaction Documents and ProjectDocumentstowhichitisapartyandtoperformitsobligationsthereunderandconsummate the Transaction. The execution and delivery by each of Seller and the Project Company of the Transaction Documents and Project Documents to which it is a party, and the consummation by such persons of the Transaction, have been duly authorized by all necessary entity action. Each Transaction Document and Project Document to which Seller or the Project Company is a party has been duly authorized, validly executed and delivered and constitutes the legal, valid and binding obligations of Seller or the Project Company, as applicable, enforceable against such person in accordance with its terms, except as its enforceability may be limited by Bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (whether in a proceeding in equity or at law).

(e)    NoConflicts.TheexecutionanddeliveryoftheTransactionDocumentsand the Project Documents to which Seller or the Project Company is a party do not, and the consummation of the transactions contemplated thereby will not, (i)violate or require any filing or notice under any Applicable Law (other than filings or notices that have been made or can reasonably be expected to be made in the ordinary course of business when needed); (ii)conflict withorcauseabreachofanyprovisioninsuchperson’sorganizationaldocuments;(iii)violatein anymaterialrespect,causeamaterialbreachordefault,resultintheaccelerationof,createinany party the right to accelerate, terminate, modify or cancel (except to the extent that such acceleration,termination,modificationorcancellationisnotmaterial),orrequireanyauthorization or approval (other than those already obtained or made, those to be obtained or made in the

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ordinarycourseofbusinessorthosethatarenotrequiredtobeobtainedormadepriortosuchdate) under,anycontracttowhichSellerortheProjectCompanyisapartyorbywhichitisboundorto which any of its Assets are subject; or (iv) result in the creation of an Encumbrance upon any of the Assets of Seller or the Project Company (other than Permitted Encumbrances), except (in the caseofclauses(i),(ii),(iii),and(iv))foranysucheventthatwouldnotreasonablybeexpectedto have a Material Adverse Effect.

(f)    Title; Assets; Indebtedness. (i)The Project Company has good and marketable title to and is the sole owner of the Project and the Assets comprising the Project free and clear of all Encumbrances other than Permitted Encumbrances (other than title to any Assets for which title only transfers from the applicable EPC Contractor to the Project Company at SubstantialCompletion);and(ii)exceptforanyservicesthatarerequiredtobeperformedorparts that are required to be provided in accordance with a Project Document in order to achieve Final Completionorarereasonablyexpectedtobeavailablewhenrequiredoncommerciallyreasonable terms, no additional parts or services from any other Persons are required in order to (A)install theProjectandplaceitinserviceforU.S.federalincometaxpurposesinaccordancewitheachof theProjectDocumentsfortheProjectandallApplicableLawandGovernmentalApprovalsand (B)operate and maintain the Project in accordance in all material respects with Prudent Industry Practice. On and as of the Effective Date, neither the Project Company nor, to the Knowledge of Seller, the AC Subsidiary have Indebtedness other than (1) under the Construction Financing Documents and (2) amounts not yet due under Material Project Documents which may be construed as Indebtedness.

(g)    GovernmentalApprovals.

(i)    Neither Seller nor the Project Company is, or will be, required under Applicable Law to give any notice, make any filing, or obtain any consent or approval from any Governmental Authority to execute, deliver or perform any of the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby other than any Governmental Approvals that (A) have been obtained or made as of the Effective Date, each of which is set forth on Part I of Schedule 3.1(g)(or can reasonably be expected to be obtained or made when required, each of which is set forth on Part II or III of Schedule 3.1(g)) or (B) are ministerial in nature, can reasonably be expected to be obtained or made in the ordinary course of business on commercially reasonable terms and conditions when needed and the absence of which could not be reasonably expected to adversely affect the consummation of the transactions contemplated by this MIPA or any of the Transaction Documents or result in a Material Adverse Effect (collectively, “Ministerial Approvals and Filings”).

(ii)    True and correct copies of each Governmental Approval that is necessaryunderApplicableLawfortheexecution,deliveryor,exceptthoseGovernmental Approvals which relate solely to the construction or operation of the Project that are not requireduntilalaterdateandarereasonablyexpectedtobeobtainedintheordinarycourse on commercially reasonable terms as and when required, performance of the Transaction DocumentstowhichSellerortheProjectCompanyisapartyandtheconsummationofthe

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transactions thereunder that have been directly obtained by or for the benefit of Seller or the Project Company, as applicable, and copies thereof have been delivered to the Company, other than Ministerial Approvals and Filings.

(iii)    AsoftheEffectiveDate,allGovernmentalApprovalsnecessaryfor theconstruction,development,ownershipandoperationoftheProjectaresetforthinPartI of Schedule 3.1(g)and have been obtained and are held by the Project Company, its Affiliates, other contractors hired by or on behalf of the Project Company or any EPC Contractor,asapplicable,exceptMinisterialApprovalsandFilingsorGovernmental ApprovalsthatarenotrequiredasoftheEffectiveDate,whichare,asoftheEffectiveDate, setforthinPartIIandPartIIIofSchedule3.1(g).Therearenoproceedingspendingor,to the Knowledge of Seller, threatened (in writing), which would reasonably be expected to result in the material adverse modification, revocation or termination of any such GovernmentalApprovalortheimpositionofanymaterialpenaltythereunder.Noneofthe Project Company or any of its Affiliates is in violation of a material requirement of any such Governmental Approval that is or could reasonably be expected to have a Material AdverseEffect.TotheKnowledgeofSeller,noeventhasoccurredandiscontinuingthat, afternoticeorlapseoftimeorbothwouldreasonablybeexpectedtoconstitute,amaterial violation of any such Governmental Approval, or would reasonably be expected to result in a material adverse modification (including the imposition of any new material adverse conditions, but not including any new compliance conditions that generally apply on an industry-widebasis),revocationorterminationof,oranyothermaterialadversechangein, anysuchGovernmentalApproval.TotheKnowledgeofSeller,noGovernmentalAuthority intends to cancel, revoke, terminate, suspend, deny or not renew any such Governmental Approval or application for any such Governmental Approval. No Proceeding is pending or, to the Knowledge of Seller, threatened, by or before any Governmental Authority regardinganyrevocation,withdrawal,suspension,cancellationorterminationofanysuch GovernmentalApprovaloranyactual,alleged,possibleorpotentialviolationof,orfailure to comply with, any such Governmental Approval.

(iv)    Notwithstanding anything herein to the contrary, the Seller may, with the written consent of the Company (not to be unreasonably withheld or delayed), updateSchedule3.1(g)betweentheMCFundingDateandtheSCFundingDateasrequired toreflectthedevelopmentoftheProjectduringsuchtimeperiod,howevernosuchupdate to Schedule 3.1(g) shall be deemed to cure any breach of this Section 3.1(g)that has occurred prior to the MC Funding Date.

(h)    Absence of Litigation.

(i)    Thereisnopendingor,totheKnowledgeofSeller,threatened (A)Proceeding involving Seller or to which Seller is a party or that adversely affects the Project, (B)Proceeding involving the Project Company, to which the Project Company is a party or that adversely affects the Project, or (C)Proceeding that could reasonably be expectedtoadverselyaffectitsabilitytocompletetheTransaction.NoneofSellernorthe ProjectCompanyissubjecttoanyOrderadverselyaffectingtheProject,Seller,theProject

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Company or the Transaction. To the Knowledge of Seller, the Seller has delivered to the Company a true, correct and complete copy of each material contract to which the AC Subsidiary is a party.

(ii)To the Knowledge of Seller, no Bankruptcy has occurred withrespect to any Material Contract Party.

(i)    TransactionDocumentsandProjectDocuments.

(i)    Schedule3.1(i)listseachMaterialProjectDocument,andSellerhas delivered a true, correct, and complete copy of each such Material Project Document and each Construction Financing Document to the Company.

(ii)    NoneofSellernortheProjectCompanyhasmateriallybreachedor isinmaterialdefaultunderanyTransactionDocument,ConstructionFinancingDocument or Material Project Document, which breach or default remains uncured. To the Knowledge of Seller, no event or circumstance has occurred that would, with the passage oftimeornotice,reasonablybeexpectedtoresultinsuchamaterialbreachordefault.To the Knowledge of Seller, no other party to a Transaction Document, Construction Financing Document or Material Project Document (other than the Investor, Tenaska Energy, Inc. or Tenaska Energy Holdings, LLC) has materially breached or is in material default under any Transaction Document, Construction Financing Document or Material Project Document, which breach or default remains uncured, and, to the Knowledge of Seller, no event or circumstance has occurred that would, with the passage of time, be expected to result in such a material breach or material default.

(iii)    The materials to be supplied and the interests and other rights grantedpursuanttotheMaterialProjectDocumentscomprisealloftheinterestsnecessary to secure any right that is material to the acquisition, development, construction, installation, completion, operation, maintenance or replacement or removal of the Project (including the interconnection and transmission of electricity therefrom), in accordance withallApplicableLaw,PrudentIndustryPractice,theMaterialProjectDocumentsandin accordance with the schedule for construction and completion of the Project, other than those rights which are reasonably expected to be obtained in due course and on commercially reasonable terms at or before the time when such rights are reasonably necessary to be so obtained.

(iv)    No Project Party has, except as set forth on Part I of Schedule 3.1(i)(iv) (A)provided written notice to the Project Company or Seller or any of their respectiveAffiliatesofitsintentiontoamendorterminateaMaterialProjectDocumentor (B)made any claims against, or sought indemnification from, the Project Company or Selleror anyof theirrespectiveAffiliates pursuant to a MaterialProject Document that is not otherwise the subject of a reasonable reserve or otherwise accounted for with reasonable credit support, and none of Seller nor the Project Company or any of their respective directors, managers, members or officers has been advised in writing that any such claims may be asserted or initiated. No Person party to a Construction Financing

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Document has, except as set forth on Part II of Schedule 3.1(i)(iv), (A) provided written noticetotheProjectCompany,orSelleroranyoftheirrespectiveAffiliatesofitsintention toamendorterminateaConstructionFinancingDocument(otherthaninconnectionwith TermConversion(asdefinedintheConstructionFinancingAgreement))or(B)madeany claimsagainst,orsoughtindemnificationfrom,theProjectCompany,Selleroranyoftheir respectiveAffiliatespursuanttoaConstructionFinancingDocumentthatisnototherwise the subject of a reasonable reserve or otherwise accounted for with reasonable credit support, and none of Seller, the Project Company or any of their respective directors, managers, members or officers has been advised in writing that any such claims may be assertedorinitiated.Notwithstandinganythinghereintothecontrary,theSellermay,with the written consent of the Company (not to be unreasonably withheld or delayed), update Schedule3.1(i)(iv)betweentheMCFundingDateandtheSCFundingDateasrequiredto reflectthedevelopmentoftheProjectduringsuchtimeperiod,howevernosuchupdateto Schedule 3.1(i)(iv) shall be deemed to cure any breach of this Section 3.1(i)(iv) that occurred prior to the MC Funding Date.

(v)    Except as set forth on Schedule3.1(i)(v), to the Knowledge of Seller, no event, act, circumstance or condition exists that constitutes or could reasonably be expected to constitute a force majeure event under any Material Project Document.

(vi)    Allrepresentations,warrantiesandothermaterialfactualstatements made by the Project Company in each of the Material Project Documents to which it is a party are true and correct in all material respects as of the date made (except for representationsandwarrantiesorotherfactualstatementsthatreferonlytoanearlierdate).

(vii)    OtherthantheTransactionDocuments,theAssignmentAgreement, theConstructionFinancingDocuments,theO&MAgreement,andtheAssetManagement Agreement, there are no Affiliate Contracts.

(viii)    Other than as disclosed in Schedule3, there are no Support Obligations with respect to the Project.

(ix)    All utility services (including electricity and telecommunications) reasonably necessary and sufficient, in quality and quantity, for the construction, development, ownership, operation and maintenance of the Project for its intended purposes are currently available at the Site or can reasonably be expected to be commercially available as and when required upon commercially reasonable terms and consistent with the schedule for the Project.

(x)    To the Knowledge of Seller and solely with respect to the Project and the Project Company, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or otherwise, enable eitherSellerorPSASellertoterminateorsuspenditsapplicableobligationsunderthePSA orentitlePSASellertoanyclaim,counterclaim,offsetordefenseagainstSellerinrespect of the PSA (provided, for purposes of clarity, there are non-Project and non-Project Company assets and operations that were sold under the PSA and nothing in this Section

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3.1(i) shall take any such non-Project or non-Project Company assets or operations into account).

(xi)    As of the Effective Date and solely with respect to the Project and the Project Company, all amounts then due and payable by each of Seller and PSA Seller under the PSA have been paid (subject to any offset payments and bona fide disputes and claims made thereunder), and the Project Company does not has any obligations or liabilities(includingcontingentobligations)toSeller,PSASelleroranyoftheirrespective Affiliates in connection with the purchase of a direct or indirect ownership interest in the ProjectCompanyoranyofitsAffiliates,andPSASellerdoesnotownanydirectorindirect ownership interest in the Project Company.

(xii)    Neither Seller nor PSA Seller under the PSA, have or have granted to any other person, any outstanding option, lien, warrant, put, call, buy-back, repurchase right, right of first refusal, right of first offer or other agreement to acquire any equity interest in Project Company or ownership of any assets of the Project.

(xiii)    PSA Seller has no right under the PSA which, if exercised, would bereasonablylikelytoresultin(x)thereduction,lossdisallowanceorrecaptureoftheITC claimed or projected to be claimed with respect to the Project or any component thereof withinthemeaningofSection50(a)oftheInternalRevenueCodeof1986,asamendedor (y) the Investor failing to satisfy any of the Target Parameters shown in the Base Case Model.

(xiv)    AsoftheEffectiveDate,allamountsthendueandpayablebyeach of “Buyer” and “Seller”, in each case, under and as defined in the PSA, have been paid.

(j)    Consents and Approvals. No filings, consents, waivers, authorizations or approvals are required for the Project Company or Seller to execute, deliver and perform its obligations under the Transaction Documents or the Project Documents to which it is a party, or for the consummation of the Transaction, other than those already obtained or made, those to be obtained or made in the ordinary course of business, those that are not required to be obtained or made prior to such date.

(k)    Taxes.

(i)    (A)All Tax Returns required to be filed with any Tax authority by, orwithrespectto,theProjectCompanyhavebeendulyandtimelyfiled,andallsuchTax Returns were prepared in compliance with all Applicable Laws and are true, correct and complete in all material respects, (B)all Taxes due and payable by, or with respect to, the Project Company and its assets or activities (whether or not shown as due on any Tax Return) have been timely paid to the applicable Governmental Authority, (C)all unpaid taxes that have accrued, but are not yet due and payable, by the Project Company on or before the Effective Date are reflected in the Base Case Model, (D)no written claim, and no other claim to the Knowledge of Seller, has been made by a Tax authority in a jurisdiction where the Project Company does not file a Tax Return that the Project

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Company is or may be subject to taxation by that jurisdiction, (E)there are no liens for TaxesuponanyoftheAssetsoftheProjectCompany,otherthanPermittedEncumbrances, (F)there are no agreements or consents currently in effect for the extension or waiver of the time for the filing of any Tax Return or the assessment or collection of any Taxes relatingtotheProjectCompanyortheProject,andnoPersonhasbeenaskedtoenterinto anysuchagreementorconsent,(G)theProjectCompanyisnotapartytoanyTaxsharing or allocation agreement, Tax indemnity agreement or similar agreement or arrangement regardingTaxes,otherthanagreementsenteredintointheordinarycourseofbusinessthat donothaveastheirprincipalpurposetheallocationofliabilitiesforTaxesandunderwhich anyliabilityofProjectCompanyforTaxesispursuantonlytocustomarytaxgross-up,tax indemnity or tax allocation provisions contained therein, (H)there are no audits, examinations, claims, assessments, levies, administrative proceedings or lawsuits with respecttoTaxesorTaxReturnsinprogress,pendingorthreatenedinwritingagainstthe Project Company or the Assets of the Project Company, (I)none of the Project Company oranyofitsAffiliateshashadapre-submissionconferencewiththeIRSorappliedtothe IRS for a private letter ruling, pre-filing agreement or determination letter with respect to theProject,includinganyapplicationforaprivateletterrulingthathasbeenwithdrawn, (J) the Project Company has no liability for the Taxes of any other Person as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group, succeeding to such liability as a result of a merger, conversion or asset transfer, or otherwiseasatransfereeorsuccessor(bycontractorotherwise),(K)allmaterialamounts required to be withheld or collected by the Project Company have been duly withheld, collected and paid to the appropriate Tax authorities within the time and in the manner required under Applicable Law and (L) no power of attorney currently in force has been granted by the Project Company in respect of Taxes;

(ii)    The Project Company and the AC Subsidiary has been treated as eithera“partnership”forU.S.federalincometaxpurposesunderTreasuryRegulations §301.7701-3(b)(1)(i) (and for applicable state, and local income tax purposes) or a “disregardedentity”forU.S.federalincometaxpurposesunderTreasuryRegulations §301.7701-3(b)(1)(ii) and for applicable state, and local income tax purposes at all times sinceitsformation.NoelectionhasbeenfiledwiththeIRSoranystateorotherjurisdiction to treat the Project Company or the AC Subsidiary as an association taxable as a corporation.

(iii)    Seller is and has since its formation been treated as a disregarded entity for U.S. federal income tax purposes and as a separate taxpayer from the Class B Member for federal income tax purposes. Seller does not own, directly or indirectly, any interest in the Class B Member or the Company for U.S. federal income tax purposes.

(iv)    Each contract, agreement, or other arrangement entered into betweentheCompanyortheProjectCompany,ontheonehand,andtheClassBMember (or its affiliates) on the other hand, if any, is on arm’s length terms and conditions.

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(v)    TheaggregatetaxbasisoftheITCEligiblePropertyincludedinthe ProjectwillbeequaltotheeligiblebasisshownintheAppraisal,CostSegregationReport and Base Case Model, each as of the SC Funding Date, and the aggregate tax basis of the AssetsincludedintheProjectwillbeallocatedfordepreciationpurposesamongtheProject assets as specified in the Appraisal, Cost Segregation Report and Base Case Model, each asoftheSCFundingDate(asreduced,fordepreciationpurposes,byone-halfoftheITC).

(vi)    All equipment comprising the Project will be considered new equipment for which the Company will be considered the original user. None of the equipmentisimportedpropertycoveredbyanexecutiveorderdescribedin section168(g)(6) of the Code. No preliminary application was filed with the U.S. Department of the Treasury for a section 1603 payment, and no such payment will be claimed on the Project. No Person has claimed on any Tax Return any depreciation or amortization deductions, ITCs, renewable energy production tax credits pursuant to Section45oftheCodeoranyothertaxcreditsordeductionsthatareavailablewithrespect toownershiporoperationoftheProjectoranypropertythatispartoftheProject.No portion of the assets comprising the Project has benefited from the proceeds of any grant or rebate program that would cause a reduction in the amount of the ITC for the Project, andnoapplicationwithrespecttoanysuchgrantorrebatehasbeenfiledorsubmitted.No Person has made the election under Section 6417 or 6418 of the Code (or entered into an agreement to make such an election) with respect to the Project.

(vii)    All state and local sales, use and property taxes with respect to the Transaction and the Project, including such taxes for which the Project Company is responsible under the EPC Contracts, are reflected properly in the Base Case Model.

(viii)    The Project will not be used to generate electricity for the purpose of heating a swimming pool within the meaning of section 48(a)(3)(A)(i) of the Code.

(ix)    As of the Effective Date, no Block nor the Project has been Placed InServiceandnoneofthefactorsinclauses(B),(C),(D)or(E)inthedefinitionof“Placed in Service Factors” have occurred for any such Blocks or the Project.

(x)    Seller (or, if it is a disregarded entity for U.S. federal income tax purposes,thePersontreatedforU.S.federalincometaxpurposesastheowneroftheassets of Seller) is not a Disqualified Entity or a Related Person.

(xi)    None of the property included in the Project is leased to a “tax-exempt entity” within the meaning of Section168(h)(2)(A) of the Code, is “tax-exempt bondfinancedproperty”withinthemeaningofSection168oftheCode,importedproperty of the kind described in Section168(g)(6) of the Code, or “public utility property” within the meaning of Section168(f)(2) of the Code or Treasury Regulations Section 1.46-3(g). No election has been made to cause the “alternative depreciation system” described in Section168(g) of the Code to apply to any of the property included in the Project. The Project is located in its entirety in the United States.

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(xii)    Either (x)(a) for purposes of Section 48(a)(9)(B)(ii) of the Code, construction of the Project began before January 29, 2023, (b) the Project is exempt from the prevailing wage and apprenticeship requirements of Section 48(b)(9)-(10), and (c) all property included in the Project has been or will be Placed In Service by December 31, 2025or(y)(a)forpurposesofSection48(a)oftheCode,constructionoftheProjectbegan beforeDecember31,2024bycomplyingwiththeFivePercentSafeHarbor(asdefinedin IRS Notice 2018-59) as of such date, and (b) the Project has complied or is in the process of complying with the PWA Requirements (and such compliance may be achieved by makingpayments(includingforanypenaltyandinterestowedtotheIRSandanybackpay wages owed to any applicable wage earner) to cure any failure to have satisfied such requirements).

(xiii)    The Project (i)will be owned by a single legal entity, (ii)will have been constructed and installed on contiguous pieces of land, (iii) will be described in commonpowerpurchaseagreements,(iv)willhaveacommonintertie,(v)hasacommon substation,(vi)willbedescribedinoneormorecommonenvironmentalorotherregulatory permits,(vii)willhavebeenconstructedpursuanttoasinglemasterconstructioncontract, and (viii) will have been financed pursuant to a single loan agreement.

(xiv)    AsoftheClosingDate,theBeginningofConstructionCertificateis true, correct, and complete.

(xv)    SellerisnotawareofanyreasonthattheProjectwouldfailtosatisfy the “Prevailing Wage Requirements” and the “Apprenticeship Requirements” set forth in Code Sections 48(a)(10) and 48(a)(11), respectively, prior to being Placed In Service.

(xvi)    The interconnection property identified as ITC eligible property in the Appraisal constitutes “qualified interconnection property” under Section 48(a)(8) of the Code. All such interconnection property: (i) is part of an addition, modification, or upgrade to a transmission or distribution system that is required at or beyond the point at which the Project interconnects to such transmission or distribution system in order to accommodate such interconnection, (ii) was either (A) constructed, reconstructed, or erected by the Company (as defined in Treas. Reg. §1.48-9(b)(1)), or (B) the cost with respecttotheconstruction,reconstruction,orerectionofsuchpropertywaspaidorincurred bytheCompany,(iii)isproperlychargeabletothecapitalaccountoftheCompany,and (iv) the original use (as defined in Treas. Reg. §1.48-9(b)(3)), of which, pursuant to the Interconnection Agreement, commences with a utility (as defined in Treas. Reg. §1.48-14(h)(5)).TheSellerdoesnotreasonablyanticipateanyreimbursementofthecostofsuch interconnection property by the applicable utility or any other Person.

(l)    CompliancewithApplicable Law.

(i)    (A)TheProjectCompanyisand,sincetheAcquisitionDatealways has been, in material compliance with all Applicable Law and Governmental Approvals, (B)each of the Seller and, to the Knowledge of Seller, the AC Subsidiary is and always has been in material compliance with all Applicable Law and Governmental Approvals

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and(C)noneofSeller,itsAffiliates,theProjectCompany,ortotheKnowledgeofSeller, theACSubsidiaryhasreceivedanywrittennoticefromanyGovernmentalAuthorityofan actual or potential material violation of any Applicable Law with respect to the Project, Seller,theACSubsidiary,theProjectCompanyortheTransactionwhichviolationhasnot been remedied or cured.

(ii)    NoneofSeller,theProjectCompanyoranyCoveredEntityrelating to Seller or the Project Company is a Sanctioned Person, has any of its Assets in a SanctionedCountryorinthepossession,custodyorcontrolofaSanctionedPersonordoes business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation,orderordirectiveenforcedbyanyComplianceAuthority.Theproceedsofany TransactionDocumentwillnotbeusedtofundanyoperationsin,financeanyinvestments or activities in or make any payments to a Sanctioned Country or Sanctioned Person in violationofanylaw,regulation,orderordirectiveenforcedbyanyComplianceAuthority. The funds used for the Project are not derived from any unlawful activity. Each of the ProjectCompanyandSellerandeachCoveredEntityrelatingtoSellerandtheProject Companyisincompliancewithanddoesnotengageinanydealingsortransactions prohibited by any Anti-Terrorism Laws.

(m)    PersonalProperty.TotheKnowledgeofSeller,allgoods,equipment,parts, materials and facilities furnished in connection with the Project are or will be in good repair and operatingconditionandsuitableforthepurposesforwhichtheyareemployed,including,without limitation,fortheconstruction,development,ownership,operationandmaintenanceoftheProject foritsintendedpurposes,andtotheKnowledgeofSeller,thereisnomaterialdefectordangerous condition of such equipment or facilities.

(n)    Information Provided. The information delivered by or for Seller or its AffiliatestotheCompanyconsultantsoradvisorsengagedbytheCompanyinconnectionwiththe Transactions (including any information pertaining to the price paid to the PSA Seller under the PSA) is true and complete in all material respects, and contains no and does not omit to state a material fact that was necessary in order to make the statements therein, in light of the circumstancesunderandatthetimewhichtheyweremade,notmisleading.TheBaseCaseModel has been prepared in good faith based upon assumptions that are consistent with the Project DocumentsandConstructionFinancingDocuments,andarebelievedbySellertobereasonableat the time made and at the time so furnished. Notwithstanding anything to the contrary, no representationorwarrantyismadewithrespectto(i)anyprojectedfinancialinformationorother forward-lookingstatement(exceptthatsuchprojectionsandtheBaseCaseModelweremadeand prepared in good faith) or (ii) conclusions contained in any third-party reports, except as specifically provided herein. The Company acknowledges and agrees that any assumptions that are projections are subject to uncertainties and contingencies, many of which are beyond the control of Seller and the Company, and that no assurance can be given that any such projections will be realized and actual results may differ and the differences may be material.

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(o)    FinancialStatements.SellerhasprovidedtotheCompanycompletecopies of the most recent unaudited, non-consolidated balance sheet of the Project Company (the “Current Balance Sheet”). The Current Balance Sheet has been prepared in accordance with GAAPandpresentsfairlyinallmaterialrespectsthefinancialpositionoftheProjectCompanyas ofthedateorfortheperiodsetforththerein,subjecttonormalyear-endauditadjustmentsandthe absenceoffootnotes.SinceDecember31,2024,noevent,change,fact,conditionorcircumstance has occurred and is continuing, that has had, or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

(p)    EnvironmentalMatters. ExceptassetforthonSchedule3.1(p):

(i)    Each of Seller and the Project Company is, and its businesses and operations are, in compliance in all material respects with all applicable Environmental Laws. To the Knowledge of Seller, no Hazardous Substances have been Released on the Site in violation of Environmental Laws. Neither Seller nor the Project Company has receivedwrittennoticefromanyGovernmentalAuthorityofanactualorpotentialviolation of or liability under any Environmental Laws. To the Knowledge of Seller, there are no material Liabilities arising from Environmental Laws with respect to the Project.

(ii)    SellerhasdeliveredtotheCompanycompletecopiesofanyandall materialreports,siteassessments,audits,andstudiesconcerningenvironmentalconditions or media sampling results prepared by or on behalf of, or otherwise in the possession or control of Seller or the Project Company concerning the Project.

(iii)    The Project Company has not nor, to the Knowledge of Seller, has anythirdpartyused,Released,generated,manufactured,produced,orstoredin,on,under, or about the Site, or transported thereto or therefrom, or has caused or is otherwise responsible for any human exposure to, any Hazardous Substances that could reasonably be expected to subject the Project Company to any Environmental Claim.

(iv)    TotheKnowledgeofSeller,noEnvironmentalClaimispendingor threatened (in writing) against the Project Company. To the Knowledge of Seller, there is no condition, circumstance, occurrence, action, activity or event at the Site that could reasonably be expected to form the basis of an Environmental Claim. Neither Seller nor the Project Company is conducting, paying for or performing, in whole or in part, any clean-up, removal, remediation, excavation, or other corrective action pursuant to any EnvironmentalLawattheSite;noristheProjectCompanysubjectorapartytoanyorder, judgment, or decree, or a contract or agreement with a Governmental Authority that imposes any obligation or liability under any Environmental Law.

(q)    Insurance. The insurance policies listed in Schedule3.1(q)are the policies held by the Project Company and constitute all of the insurance coverage required under each ProjectDocument.Allsuchpoliciesareinfullforceandeffect,andtherearenounpaidclaimsor premiums for any such insurance.

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(r)    RegulatoryMatters.

(i)    Sellerisa“holdingcompany”withinthemeaningofSection1262(8) of PUHCA solely with respect to its ownership of Exempt Wholesale Generatorsandisentitledtothewaiversandexemptionssetforthin18C.F.R.§366.3(a). The Project Company is (i) not a “holding company” within the meaning of Section 1262(8)ofPUHCA,and(ii)anExemptWholesaleGeneratorandexemptfromregulation under PUHCA pursuant to 18 C.F.R. § 366.7(e).

(ii)    Seller isnota“publicutility”withinthemeaning ofSection 201(e) of the FPA.

(iii)    TheProjectCompanyisa“publicutility”withinthemeaningof Section 201(e) of the FPA, with MBR Authority.The Project Company has not provided transmission service to any party or made any sales of electric energy at wholesale. From andafterthetimewhenanyenergygeneratedbytheProject(includingtestpower)isfirst delivered or sold, the Project Company will (A) have MBR Authority, (B) be an “electric utility company,” and a “public-utility company,” as such terms are defined in PUHCA, and (C) be an Exempt Wholesale Generator.

(iv)    NeithertheSellernortheProjectCompanyhasreceivedanynotice, claim,complaint,protest,orassertioneitherfrom,ordirectedto,anyGovernmental Authoritystatingorfindingthatanyofthemisinviolationoforhasfailedtocomplywith any requirement under the FPA or PUHCA.

(v)    The Project Company is not subject to regulation as a “public utility” as defined in N.C. Gen. Stat. § 62-3(23), or the NCUC’s administrative rules or otherlawsorregulationsoftheStateofNorthCarolinarespectingtherateschargedby,or the financial or organizational regulation of “public utilities” or “electric utilities”. The Project Company is not subject to regulation as an “alternative retail electric supplier” or an “electric supplier” under the NCUC’s administrative rules or other laws or regulations of the State of North Carolina respecting the rates charged by, or the financial or organizational regulation of “public utilities” or “electric utilities”.

(vi)    TheProjectCompanyisincomplianceinallmaterialrespectswith all applicable Laws, judgments, decrees, consents, requirements, orders and rules and regulations of PJM, FERC, NERC and NCUC, applicable to the Project Company.

(s)    Site.

(i)    There are no Encumbrances affecting the use or occupancy of the ProjectortheSite,otherthanPermittedEncumbrances.TotheKnowledgeofSeller,there are no soil, structural, subsurface or other natural or artificial conditions affecting the applicable Site that could reasonably be expected to materially and adversely affect the Project Company’s ability to conduct its operations on such real property materially in accordance with the Project Documents and the Base Case Model or otherwise have a

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Material Adverse Effect, and the Site is otherwise sufficient for the construction, development,operationandmaintenanceoftheProject.TheportionsoftheSiteonwhich thebuildings,improvementsandfixturescomprisingtheProject(the“Facilities”)arebeing built are not located in an area that has been identified by the Director of the Federal Emergency Management Agency as a special flood hazard area in which flood insurance has been delivered under the National Flood Insurance Act of 1968, as amended. The Project Company has good and valid fee simple, leasehold and easement or other real property interests in the Site and all such valid, irrevocable and permanent easements, rights of way and other property rights as are reasonably necessary for the construction, development, ownership, operation and maintenance of the Project for its intended purposes. The Real Property Documents listed on Schedule 2are all of the agreements to which the Project Company is a party pertaining to Project or the Site and grant all rights sufficient in all material respects to enable (A) the Project to be located, constructed, operated, maintained, removed and replaced on the Site and (B) the Project Company to construct, operate, maintain, remove and replace the Project in accordance with all Governmental Approvals and Transaction Documents, including, without limitation, providing sufficient ingress and egress in connection with the construction, operation, maintenance, removal and replacement of the Project. Other than pursuant to the Real PropertyDocumentslistedonSchedule2,theProjectCompanydoesnothaveanyinterest in real property, whether owned, leased or otherwise occupied or used, and the Project Company is not a party to any agreement to acquire or sell any interest in real property. The Real Property Documents are in full force and effect and are valid, binding and enforceableagainsttheProjectCompanyandtheotherpartiesthereto.TheProject Company has not assigned any interest in the Real Property Documents, subleased or granted a sub-easement, in whole or in part, or otherwise granted any third party the right to use or occupy, to any portion of the Site or the appurtenances thereto, and there are no parties in possession of the Site that are not entitled to such possession, unless otherwise showninanyoftheProjectContracts.Allrentsandmonetaryobligationsdueandpayable bytheProjectCompanyundertheRealPropertyDocumentshavebeenpaidinfullandthe Project Company is not in breach or default beyond any applicable notice or cure periods of its obligations under the Real Property Documents. The Project Company is not in breach or default beyond any applicable notice or cure periods of its obligations, if any, underthosedocumentsand/orinstrumentslistedintheTitlePolicyandnototherwiselisted asaRealPropertyDocument.ExceptasmaybedescribedintheTitlePolicyorshownon the ALTA Survey, to the Knowledge of Seller, there are no unrecorded interests in any portion of the Site, including oil, gas or other mineral rights leases, easements, options, rights to purchase, tenancies, licenses, occupancies, rights of possession claims, encroachments or prescriptive easements. All roads necessary for the construction, development, operation andmaintenance of the Projecthave either beencompleted or the Project Company possesses all necessary real property rights for the construction and completion thereof. The Site is not subject to any conservation reserve program or other agricultural preserve program.

(ii)    The Site is either (a) freely accessible directly from public streets, or(b)usesadjoiningprivatelandtoaccessthesameinaccordancewithvalid,permanent,

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irrevocable and appurtenant easements benefiting such land.To the Knowledge of Class BMember,thereisnoconditionthatwouldresultintheterminationorimpairmentofsuch access, and such access is sufficient for the operation of the Project.

(iii)    With regard to the Real Property Documents and the Site: (i) the Project Company’s possession and quiet enjoyment of the Site has not been disturbed, Seller has not received written notice of any disputes with respect to any Real Property Documents,and,totheKnowledgeofSeller,therearenofactsorcircumstancesthatwould give rise to any disputes with respect to any Real Property Documents; (ii) no security deposit or portion thereof, if any, has been applied in respect of a breach or default under any Real Property Document that has not been redeposited in full; (iii) the other party to each Real Property Document is not in any way affiliated with Class B Member; and (iv) the Project Company has not collaterally assigned or granted any security interest in any of the Real Property Documents or any interest therein.

(t)    Intellectual Property. The Project Company owns, has a valid license to or other contractual right to use all material intellectual property that is reasonably necessary to install, operate and maintain the Project. There are no pending Proceedings concerning any such intellectualpropertytowhichSellerisaparty,andtotheKnowledgeofSeller,nosuchProceeding is threatened. To the Knowledge of Seller, there is not now and has never been any infringement or misappropriation by Seller of any patent, trademark, trade name, domain name, service mark, copyright or trade secret that is owned by any third party.

(u)    Warranties. When the Project reaches Substantial Completion, the WarrantiesandthewarrantyoftheEPCContractorsundertheEPCContracts,thewarrantyofthe Module Supplier under the Module Supply Agreements and the warranty of the Operator under the O&M Agreement will in each case be in full force and effect, have been assigned to or are directly for the benefit of the Project Company, are enforceable by the Project Company in all material respects, and will satisfy the standards in Exhibit C.

(v)    PaymentofAllCosts.AsoftheEffectiveDate,allcostsandexpensesthen due and payable by the Project Company and, to the Knowledge of Seller, the AC Subsidiary, including all payments then due and payable under the relevant Material Project Documents, AC Subsidiary LLCA, Transaction Documents and Construction Financing Documents, have been paid.

(w)    MechanicalCompletion.TheProjecthasachievedMechanicalCompletion as of the Closing Date.

(x)    Condemnation;UnrepairedCasualty.Nocondemnationispendingor,tothe Knowledge of Seller, threatened with respect to all or part of the Project or the Site, and no unrepaired Substantial Casualty exists with respect to all or part of the Project or the Site.

(y)    Brokers. None of Seller, the Project Company or their Affiliates has incurred any liability for any broker, agent or finder with respect to the Transaction Documents, Transaction or Project Documents.

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(z)    Banks and Accounts. Schedule3.1(z)contains a true and correct list of the names of all banks and other financial institutions with which the Project Company currently has an account, deposit or safe deposit box, along with the account numbers and the names of the persons holding check signing or withdrawal power.

(aa)    BooksandRecords.True,correctandcompletecopiesofallrecordsofthe Project Company have been delivered to the Company on the Effective Date. Such records have been maintained in accordance with good business practices.

(bb)    Employees. The Project Company does not have and has not, since the Effective Date, had any employees, any “employee benefit plan” as defined in section3(3) of ERISA or any liabilities or obligations in connection with such a plan.

(cc)    Powers of Attorney. Except as set forth in the Construction Financing Documents,therearenooutstandingpowersofattorneyexecutedbyorwithrespecttotheProject Company or the Project.

(dd)    Prior Owner Obligations. Since the Acquisition Date, the Project has not been owned by a Person other than the Project Company.

(ee)    RealProperty.Sellerhasdeliveredtrue,completeandaccuratecopiesofall oftheRealPropertyDocumentstotheCompany.Schedule2setsforthatrueandcompletelistof (i) a description of all Real Property Documents, (ii) the street address and tax parcel number of suchrealpropertypertainingtoeachRealPropertyDocument;(iii)thecounterpartiestoeachReal Property Document; and (iv) the use of the real property pertaining to each Real Property Document.ExceptassetforthonSchedule2,(i)allavailableoptionstoacquireadditionalreal propertyinterestscontainedintheRealPropertyDocumentsnecessarytoenabletheProjecttobe owned, located, constructed, developed, operated, maintained, removed and replaced at the Site havebeenexercised,and(ii)theRealPropertyDocumentsprovidealloftherealpropertyinterests sufficient to (A)enable the Project to be owned, located, constructed, developed, operated, maintained, removed and replaced for a period of the Term (as such term is defined in the PPA) and(B)providesufficientingresstoandegressfromtheProjectfortheconstruction,development, ownership,operation,maintenance,removalorreplacementoftheProject,allwithoutanyfurther consent or approval from any third party. Except as otherwise expressly provided herein, the Project Company neither owns nor leases any real property other than each of the Sites that are described in the Real Property Documents.

(ff)    No Subsidiaries. Other than its minority interests in AC Subsidiary, the Project Company does not own any capital stock, security, partnership interest or other equity interest of any kind in any corporation, partnership, limited liability company, joint venture, association or other entity.

(gg)    No Other Representations or Warranties. Seller is not relying on any representationsorwarrantieswhatsoever,express,implied,atcommonlaw,statutoryorotherwise, except for the representations or warranties expressly set out in this MIPA and the other Transaction Documents to which it is a party.

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3.2    RepresentationsandWarrantiesoftheCompany.Thefollowingrepresentations andwarrantiesaremadebytheCompanytoSellerontheEffectiveDate,unlessspecificallylimited to only certain dates:

(a)    Organization, Good Standing, Authority, Etc.The Company is a limited liabilitycompanydulyorganized,validlyexistingandingoodstandingunderthelawsoftheState ofDelawareandhastherequisitepowerandauthoritytoown,leaseandoperateitspropertiesand to carry on its business as being conducted.

(b)    No Conflicts. The execution and delivery by the Company of the TransactionDocumentstowhichitisapartydonot,andtheperformanceofitsobligationsunder such agreements, will not (i)violate any laws, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions, and writs of any Governmental Authority having jurisdictionovertheCompany,(ii)conflictwithorcauseabreachofanyprovisioninthecharter, bylaws or other organizational document of the Company, or (iii)cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which the Company is a party or under which itis bound orto whichany ofits Assets aresubject(orresultin theimpositionof an Encumbrance upon any such Assets) except (in the case of clause(i), (ii)and (iii)) for any such eventthatwouldnotreasonablybeexpectedtohaveaMaterialAdverseEffectoradverselyaffect the ability of the Company to timely execute, deliver and perform any of its material obligations under this MIPA.

(c)    Absence of Litigation. There is no action, suit, claim, investigation or proceedingofanykindpendingor,totheknowledgeoftheCompany,threatened,beforeanycourt, arbitration panel or Governmental Authority having jurisdiction against the Investor that could reasonablybeexpectedtoadverselyaffecttheCompany’sabilitytoexecute,deliverandperform its obligations under this MIPA and each Transaction Document to which it is a party and consummate the Transaction.

(d)    Authority; Enforceability. The Company has the requisite power and authority to execute, deliver and enter into the Transaction Documents to which it is a party and toperformitsobligationsthereunderandconsummatetheTransaction.Theexecutionanddelivery bytheCompanyoftheTransactionDocumentstowhichitisapartyandtheconsummationofthe Transactionhavebeendulyauthorizedbyallnecessaryentityaction.EachTransactionDocument to which the Company is a party has been duly authorized, validly executed and delivered and constitutes the legal, valid and binding obligations of the Company, enforceable against such person in accordance with its terms, except as its enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (whether in a proceeding in equity or at law).

(e)    Consents and Approvals. No filings, consents, waivers, authorizations or approvals are required for the Company to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, or for the consummation of the Transaction, other

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than those already obtained or made, those to be obtained or made in the ordinary course of business or those that are not required to be obtained or made prior to such date.

(f)    Brokers.NoneoftheCompanyoritsAffiliateshasretainedorincurredany liability for any other broker, agent or finder with respect to the Transaction Documents or the Transaction.

(g)    No Other Representations or Warranties. The Company is not relying on any representations or warranties whatsoever, express, implied, at common law, statutory or otherwise,exceptfortherepresentationsorwarrantiesexpresslysetoutinthisMIPAandtheother Transaction Documents to which it is a party.

(h)    CompliancewithApplicable Law.

(i)    (A)The Company is and always has been in material compliance with all Applicable Law and Governmental Approvals and (B) the Company has not received any written notice from any Governmental Authority of an actual or potential materialviolationofanyApplicableLawwithrespecttotheCompany,ortheTransaction, which violation has not been remedied or cured.

(ii)    None of the Company or any Covered Entity relating to the Company is a Sanctioned Person, has any of its Assets in a Sanctioned Country or in the possession,custodyorcontrolofaSanctionedPersonordoesbusinessinorwith,orderives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority.The proceeds of any Transaction Document will notbeusedtofundanyoperationsin,financeanyinvestmentsoractivitiesinormakeany paymentstoaSanctionedCountryorSanctionedPersoninviolationofanylaw,regulation, order or directive enforced by any Compliance Authority.The funds used for the Project arenotderivedfromanyunlawfulactivity.TheCompanyandeachCoveredEntityrelating totheCompanyisincompliancewithanddoesnotengageinanydealingsortransactions prohibited by any Anti-Terrorism Laws.

ARTICLE FOUR

CONDITIONSPRECEDENT

4.1    Closing Date Deliverables.

(a)    OnorpriortotheClosingDate,Sellershalldeliver,orcausetobedelivered, to the Company:

(i)    Officer’s Certificate.A certificate duly executed by an authorized officer of Seller dated as of the Closing Date certifying (i) that attached thereto is a true, correct and complete copy of the certificate of formation of Seller, as amended; (ii)as to the authority and incumbency of the officers of Seller executing this MIPA and the

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AssignmentAgreement;(iii)thatattachedtheretoisacertificateofgoodstandingofSeller from its jurisdiction of formation; and (iv)that attached thereto are true, correct and completecopiesofthelimitedliabilitycompanyagreementandcertificateofformationof Project Company.

(ii)    FIRPTA Certificate.An affidavit of non-foreign status that complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder duly executed by Seller (or, if Seller is disregarded as separate from its owner for federal income tax purposes, the Person that is treated as the owner of Seller’s assets for federal income tax purposes); provided that a valid executed IRS Form W-9 shall be acceptable for satisfying the requirements of this Section 4.1(a)(ii).

(iii)    BooksandRecords. AlloriginalbooksandrecordsofProject Company.

(iv)    Beginning of Construction Certificate. The Beginning of ConstructionCertificate,executedbythe Seller.

(b)    On or prior to the Closing Date, the Company shall deliver, or cause to be delivered, to Seller:

(i)    Officer’s Certificate.A certificate duly executed by an authorized officeroftheCompanydatedasoftheClosingDatecertifying(i)thatattachedtheretoisa true,correctandcompletecopyofthecertificateofformationoftheCompany,asamended; (ii)astotheauthorityandincumbencyoftheofficersoftheCompanyexecutingthisMIPA and the Assignment Agreement; and (iii)that attached thereto is a certificate of good standing of the Company from its jurisdiction of formation.

(ii)    FIRPTA Certificate.An affidavit of non-foreign status that complieswithSection1445oftheCodeandtheTreasuryRegulationspromulgated thereunder duly executed by the Company (or, if the Company is disregarded as separate from its owner for federal income tax purposes, the Person that is treated as the owner of theCompany’sassetsforfederalincometaxpurposes);providedthatavalidexecutedIRS Form W-9 shall be acceptable for satisfying the requirements of this Section 4.1(b)(ii).

(iii)    Approvals.Copies of all consents and approvals (if any) required to be obtained, made or delivered by the Company in connection with the transactions contemplated by this MIPA.

ARTICLEFIVE

TAXES

5.1    TransferTaxes.TheresponsibilityforpayinganyTransferTaxesimposedby Applicable Law by reason of the transfer of the Membership Interests in Project Company to the Company as provided herein shall be borne by Seller. The Parties shall cooperate in obtaining all

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applicableexemptionsfromTransferTaxesthatareallowableunderApplicableLaw.Sellershall file all necessary documentation and Tax Returns with respect to such Transfer Taxes and the Company shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by Seller.

5.2    TaxMatters.Sellershallhaveresponsibilityfor,andshallpayorcausetobepaid when due, any and all Taxes imposed on the assets of Project Company or on Project Company with respect to any Tax period (or portion thereof) ending on or before the Closing Date. In the caseofanyTaxesthatareimposedonaperiodicbasisandrelatetoTaxperiodsthatbeginbefore and end after the Closing Date (each a “Straddle Taxable Period”) with respect to the Project Assets or Project Company, the portion of such Tax which related to the portion of such taxable period ending on the Closing Date shall (a) in the case of any Taxes other than the Taxes based uponorrelatedtoincomeorreceipts,bedeemedtobetheamountofsuchTaxfortheentiretaxable periodmultipliedbyafractionthenumeratorofwhichisthenumberofdaysinthetaxableperiod ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (b) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the ClosingDate.Sellershallhaveresponsibilityfor,andshallpayorcausetobepaidwhendue,any and all Taxes with respect to a Straddle Taxable Period (“Straddle Period Taxes”) relating to the ProjectAssetsorProjectCompanythat,ineachcase,areattributabletotheportionoftheStraddle Taxable Period beginning before and ending on the Closing Date, and the Company shall have responsibility for, and shall pay or cause to be paid when due, any and all such Straddle Period Taxes for the portions of any Straddle Taxable Periods beginning after the Closing Date. Neither SellernoranyAffiliateofSeller(otherthantheClassBMemberfollowingtheMCFundingDate) willclaimonanyTaxReturnanydepreciationoramortizationdeductionsortheITCwithrespect to ownership or operation of the Project or any property that is part of the Project, including the ProjectAssets,otherthanasaresultoftheownershipoftheClassBUnits(asdefinedintheLLCA) by Class B Member (or its regarded owner for U.S. federal income tax purposes).

ARTICLE SIX

INDEMNIFICATIONANDREMEDIES

6.1    General.FromandaftertheClosingDate,Sellershalldefend,indemnifyandhold harmlesstheCompanyIndemnifiedPartiesfromandagainst,andwithoutduplication,anyandall Damages imposed upon, suffered or incurred by any Company Indemnified Party by reason of, arising out of or resulting from: (a) any inaccuracy, breach or failure of any representation or warranty by Seller set forth in this MIPA; (b) any breach of any covenant or obligation of Seller setforthinthisMIPA;(c)TransferTaxesforwhichSellerisliable;or(d)anyTaxesofSellerfor any taxable period.

6.2    LimitationsonLiability.

(a)    Overall Limitations.Notwithstanding any other provision of this MIPA, Seller’saggregateliabilityunderthisArticleSixshallnotexceedone-hundredpercent(100%)of the Cash Purchase Price paid to Seller, plus all out of pocket costs, expenses or fees (including

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reasonable and documented attorneys’ fees and costs) incurred in connection with collection of amountsunderSection6.1andenforcementofthisMIPA,exceptthatthereshallbenolimitation on the liability of Seller for claims for Damages resulting from a breach of a Fundamental Representation, fraud, gross negligence or willful misconduct of Seller or any Affiliate of Seller, anyThirdPartyclaim,environmentalclaims,anyRecaptureEvent,anytaxgross-up,oranycosts of collection and enforcement by any Company Indemnified Party.

(b)    Survival.No indemnification claim may be made under Section 6.1(a)basedontheinaccuracy,breachorfailureofanyrepresentationorwarrantyafteraperiodoffifteen (15)monthsfollowingtheEffectiveDate;providedthatanindemnificationclaimmaybebrought with respect to (i) any Fundamental Representation and any Tax Loss or Tax Representation, within sixty (60) days after the expiration of the applicable statute of limitations (giving effect to any waivers or extensions thereof) and (ii) any Environmental Representation, within a period of five (5) years following the Effective Date; and provided, further, that if written notice of an indemnificationclaimhasbeengivenbyaCompanyIndemnifiedPartyonorpriortothelastday of the respective foregoing period, then the obligation of Seller to indemnify such Company Indemnified Party pursuant to this Article Sixshall survive with respect to such claim until such claim is finally resolved.

6.3    Procedurefor Indemnification.

(a)    Notice of Claim.After (i) receipt by a Company Indemnified Party of any claim or demand asserted, or any notice of the commencement of any Proceeding, by any Third Partyor(ii)theoccurrenceofanyotherDamages,ineithercaseastowhichindemnificationmay besoughtbyanyCompanyIndemnifiedPartyunderthisArticleSix,suchCompanyIndemnified Party shall give prompt written notice thereof to Seller, specifying the nature of such claim, demandorProceedingandtheamountorestimatedamountofDamagestotheextentdeterminable, whichestimateshallnotbebindingontheCompanyIndemnifiedParty;providedthatafailureof a Company Indemnified Party to give timely notice shall not affect its rights to indemnification underthisArticleSix,excepttotheextentthatSellerhasbeenactuallyprejudicedbysuchfailure.

(b)    Conduct of Claim.Seller shall have the right, at its option and at its own expense, to be represented by counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of such claim, demand or Proceeding that relates to any amounts indemnifiable or potentially indemnifiable under this Article Six; providedthat the Company Indemnified Party may participate in any such Proceeding with counsel of its choice (whichshallbeatitsownexpense)if(i)Sellerchoosescounselnotreasonablyacceptabletosuch CompanyIndemnifiedParty,or(ii)inthereasonableopinionofsuchCompanyIndemnifiedParty and its counsel, such Proceeding involves the potential imposition of criminal liability upon such Company Indemnified Party or a conflict of interest between such Company Indemnified Party and Seller. The Company Indemnified Party shall have a right to notice of any settlement, and Sellershallnotexecuteorotherwiseagreetoanysettlementthat(A)providesforotherthansolely monetarypaymentwithouttheCompanyIndemnifiedParty’spriorwrittenconsent,whichconsent shall not be unreasonably withheld, conditioned or delayed or (B) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by

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eachclaimantorplaintifftoeachCompanyIndemnifiedPartythatisormaybesubjecttotheThird Partyclaim,withouttheCompanyIndemnifiedParty’spriorwrittenconsent,whichconsentshall not be unreasonably withheld, conditioned or delayed. If Seller elects not to defend or settle such claim, demand or Proceeding and the Company Indemnified Party defends, settles or otherwise deals with any such Proceeding, the Company Indemnified Party shall provide fifteen (15) days’ written notice of any settlement to Seller and shall act reasonably and in accordance with the Company Indemnified Party’s good faith business judgment. Notwithstanding the foregoing, the Company Indemnified Party shall have the right to pay or settle any such claim; providedthat in such event the Company Indemnified Party shall waive any right to indemnity therefor by Seller. SellerandtheCompanyIndemnifiedPartyshallcooperatefullywitheachotherinconnectionwith the defense, negotiation or settlement of any such claim, demand or Proceeding.

(c)    Payment of Third Party Claims.After final judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to file an appeal therefrom, or a settlement shall have been consummated, or the Company Indemnified Party and Seller shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by Seller, the Company Indemnified Party shall forward to Seller notice of any sums due and owing by Seller with respect to such matter, and Seller shall pay such sums within fifteen (15) days after the date of receipt of such notice.

(d)    Access to Information.If any claim is made by a Third Party against a Company Indemnified Party, the Company Indemnified Party shall use commercially reasonable efforts to make available to Seller those partners, members, officers and employees whose assistance, testimony or presence is necessary to assist Seller in evaluating and defending such claims; providedthat any such access shall be conducted in a manner as not to interfere unreasonably with the operations of the business of the Company Indemnified Party.

6.4    Tax Treatment of Indemnification Payments.Except as otherwise required by Applicable Law, the Parties shall treat indemnification payments pursuant to Section 6.1as adjustments to the Purchase Price for Tax purposes.

6.5    RESERVED.

6.6    No Duplication. The Company, for itself, and the Company Indemnified Parties agreethat,notwithstandinganythingtothecontraryhereinorinanyotheragreement,anyliability for indemnification under Section 6.1shall be determined without duplication of recovery by the Company and the Company Indemnified Parties under this MIPA, the ECCA, the LLCA or any other Transaction Document. Without limiting the generality of the prior sentence, if a statement offacts,conditionoreventconstitutesabreachofmorethanonecause,representation,warranty, covenant or agreement which is subject to an indemnification obligation in Section 6.1, only one recovery thereof shall be allowed.

6.7    Sole Remedy. Each Company Indemnified Party will not bring any action or proceeding,ortakeanyotheraction,inrespectofindemnificationclaimstotheextentrecoverable andaddressedbythepaymentofmoneyexceptasprovidedbythisArticleSixandeachCompany Indemnified Party hereby agrees that the only relief and remedy available to each Company

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IndemnifiedPartyinrespectofindemnificationclaimstotheextentrecoverableandaddressedby the payment of money shall be as set forth in this Article Six; provided, that (a) the foregoing limitationshallnotapplytoacauseofactionrelatingtofraudorwillfulmisconduct,inrelationto anybreach,default,ornonperformancebyanypartyoranyofitsAffiliatesofitsortheirrespective representations and warranties, covenants or obligations, made in whatever capacity pursuant to, andunderthetermsof,thisMIPA,oranycertificate,instrument,ordocumentdeliveredpursuant hereto and (b) no Company Indemnified Party has waived any rights to pursue non monetary or equitable remedies under this MIPA or the other Transaction Documents, or to pursue any other remedy expressly provided herein.

ARTICLE SEVEN

GENERALPROVISIONS

7.1    Notices.Allnoticesandcommunicationswillbeinwritinganddeemedgivenif delivered by email (subject to confirmation of receipt), delivered personally, by a nationally recognized overnight courier, or mailed by registered or certified mail (return receipt requested) (or if any such delivery is refused) to the Parties at the following addresses:

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EachPartymaychangetheplacetowhichnoticesaresentordeliveredortospecify oneadditionaladdresstowhichcopiesofnoticesmaybesent,ineithercasebysimilarnoticesent or delivered in like manner to the other Party.

7.2    AmendmentandWaiver.NeitherthisMIPAnoranytermhereofmaybechanged, amendedorterminatedorally,butonlybywrittenactoftheParties(or,inrespectofawaiver,the waiving Party). No failure or delay on the part of a Party hereto in the exercise of any right hereunderwilloperateasawaiverthereof,norwillanysingleorpartialexerciseofanysuchright preclude any other or further exercise thereof or of any other right.

7.3    BindingNature;Assignment.ThisMIPAwillbindandinuretothebenefitofthe Parties hereto and their respective successors and legal representatives and permitted assigns. No Party will assign its rights, interests or obligations under this MIPA (except by operation of law), without the prior written consent of the other Parties hereto, and any such assignment contrary to the terms hereof will be null and void and of no force and effect; provided, this MIPA may be collaterally assigned to the Collateral Agent pursuant to the Construction Financing Documents (as used herein, as such terms are defined in the ECCA) and assigned to the Collateral Agent and anySubsequentTransferee(asusedherein,assuchtermisdefinedintheTaxEquityConsent)that has succeeded to Class B Member’s rights under the LLCA, the ECCA and this MIPA in connectionwithaTransfer(asusedherein,assuchtermisdefinedintheLLCA)uponforeclosure andaninitialTransferaftersuchforeclosure(orinlieuofsuchforeclosure)underanEncumbrance (as such term is defined in the LLCA) held by the Collateral Agent pursuant to the Construction Financing Documents, so long as in each case the Collateral Agent, any Subsequent Transferee and any Transfer upon foreclosure and any such initial Transfer after foreclosure of any such Encumbrance (or Transfer in lieu of such foreclosure) complies with the express terms and conditionsoftheTaxEquityConsentwithrespecttoanyTransferuponforeclosureandanysuch initialTransferafterforeclosureoftheEncumbrance(orTransferinlieuofsuchforeclosure)held by the Collateral Agent in the LLCA, the ECCA and the MIPA.

7.4    GOVERNING LAW. THIS MIPA WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

7.5    Submission to Jurisdiction. Each of the Parties irrevocably consents to the non-exclusivejurisdictionofthecourtsoftheStateofNewYork,BoroughofManhattanandofany federal court located in the Southern District of New York in connection with any suit, action or other proceeding arising out of or relating to this MIPA or the transactions contemplated hereby, agrees to waive any objection to venue in the State and County of New York, and agrees that, to the extent permitted by law, service of process in connection with any such proceeding may be effectedbymailinginthesamemannerprovidedinSection7.1.EachPartyheretoherebywaives, tothefullestextentpermittedbyApplicableLaw,anyrightitmayhavetoatrialbyjuryinrespect of any litigation directly or indirectly arising out of, under or in connection with this MIPA.

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7.6    Entire Agreement. This MIPA constitutes the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior statements or agreements, whether oral or written, among the Parties with respect to such subject matter.

7.7    Counterparts; Electronic Signatures. This MIPA may be executed in counterparts(whichmaybedeliveredbyuseofafacsimilemachineorane-mailwhichattachesa portabledocumentformat(.pdf)document),eachofwhichwillbeanoriginal,buteachofwhich, when taken together, will constitute one and the same instrument. The words “execution”, “execute”,“signed”,“signature”,andwordsoflikeimportinorrelatedtoanydocumentsignedor to be signed in connection with this MIPA and the transactions contemplated hereby shall be deemedtoincludeelectronicsignatures,theelectronicmatchingofassignmenttermsandcontract formationsonelectronicplatformsapprovedbytheParties,orthekeepingofrecordsinelectronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in GlobalandNationalCommerceAct,theNewYorkStateElectronicSignaturesandRecordsAct, or any other similar state laws based on the Uniform Electronic Transactions Act.

7.8    No Third Party Beneficiaries. This MIPA is solely for the benefit of the Parties andtheirrespectivesuccessorsandpermittedassigns,andexceptasexpresslyprovidedinArticleSix, this MIPA shall not otherwise be deemed to confer upon or give to any other third party any right, claim, cause of action or other interest herein.

7.9    Confidentiality. The confidentiality provisions of Section7.7 of the LLCA apply to this MIPA, mutatis mutandis, as though they were set out in full in this MIPA, except that (i) referencestotheLLCAthereinshallbeconstruedasreferencestothisMIPA,(ii)referencestothe Parties, any Party, such Party, each Party, a Party and no Party therein shall each be construed as references to the Parties as defined in this MIPA and (iii) references to other Party, other Parties and another Party therein shall each be construed as references to the Parties, collectively, as defined in both this MIPA and the LLCA.

7.10    Further Assurances. Each Party agrees to furnish or cause to be furnished to the otherParty,uponrequest,aspromptlyaspracticable,butsubjecttoanyconfidentialityrestrictions and attorney-client privilege, such information and assistance (including access to books and recordsandanyadditionaldocuments)relatingtotheProjectorProjectCompanyasisreasonably necessaryfor:(i)thepreparationofanyTaxReturnortheprosecutionordefenseagainstanyaction with respect to Taxes; or (ii)the initiation or defense of any action to which the requesting Party is a party or is subject, provided that no such obligation shall exist with respect to any action in whichtheParties(ortheirAffiliates)areadversetooneanother.IfaftertheClosingDate,there are any documents necessary in connection with any action relating to Taxes, any litigation or investigation or any other matter requiring any such books and records (other than as provided in thepriorsentence),eachPartywillmakeavailabletotheotherParty,duringnormalbusinesshours after reasonable advance notice, all books and records retained and remaining in existence. In addition, if after the Closing Date any further action is reasonably necessary to carry out the purposesofthisMIPAandthetransactionscontemplatedhereby,eachofthePartieswilltakesuch

27

further reasonable actions (including the execution and delivery of such further instruments and documents)astheotherPartymayreasonablyrequestinwriting;providedthattherequestingParty shall be required to pay any out of pocket, third-party expenses incurred by the other Party in complyingwithsuchrequest;andprovidedfurtherthatnoPartywillberequiredtotakeanyaction that, in the opinion of counsel, would constitute a violation of any Applicable Law.

7.11    Equitable Remedies.Each Party acknowledges that the other would suffer irreparabledamageandwouldnothaveanadequateremedyatlawformoneydamagesintheevent that any of the covenants or agreements set forth in this MIPA were not performed by such other Partyinaccordancewithitsterms,andthereforeeachPartyagreesthattheotherParty,inaddition to any other remedy to which it may be entitled at law or in equity, shall be entitled to specific performance, injunctive and other equitable relief, without the necessity of posting of a bond or other security.

7.12    Consequential Damages. NO PARTY SHALL BE LIABLE (WHETHER IN CONTRACT,TORT,STRICTLIABILITY,EQUITYOROTHERWISE)FORANYSPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING LOST PROFITS OR REVENUES AND ANY OTHER DAMAGES WHICH CANNOT BE READILY ASCERTAINED AND QUANTIFIED, FOR ANY BREACH OF A REPRESENTATION OR WARRANTY UNDER THIS MIPA, OTHER THAN SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES AWARDED TO ANY THIRD PARTY WHOSECLAIMISSUBJECTTOINDEMNIFICATIONINACCORDANCEWITHARTICLESIX. THE OBLIGATIONS OF THE PARTIES UNDER THIS MIPA ARE OBLIGATIONS OF THE PARTIES ONLY AND NO RECOURSE SHALL BE AVAILABLE UNDER THIS MIPA AGAINSTANYOFFICER,DIRECTOR,MANAGER,MEMBER,PARTNERORAFFILIATE OF ANY PARTY.

[Signature page follows]

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INWITNESSWHEREOF,thepartiesheretohavecausedthisMIPAtobedulyexecuted as of the day and year first above written.

[Signature Page to American Beech Membership Interest Purchase Agreement]

EXHIBIT A

DEFINITIONS

“ACSubsidiary”meansAC1 ASOALLC,a Delawarelimitedliability company.

“AC Subsidiary LLCA” means that certain Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated as of January 10, 2023, by and among the Project Company and the other parties from time to time thereto.

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or under common Control with such first Person; provided, that, with respect to the Company and the Project Company, “Affiliate” shall not include the Investor or any other Person that, directly or indirectly through oneormoreintermediaries,Controls,isControlledbyorundercommonControlwiththeInvestor.

“Affiliate Contract” means any Contract between or among the Project Company, on the one hand, and any Affiliate of Seller, on the other hand.

“ALTA Survey” means, an ALTA/NSPS land title survey of the real property interests comprisingtheSite,includingalleasements,relatedrightsofwayandotherappurtenancesthereto, whether owned, licensed or leased, certified to the Title Company, the Company, the Project CompanyandtheInvestor,andasrevised,updated,orreissuedpursuanttothetermsoftheECCA.

“Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time.

“Applicable Law” means any federal, state or local treaty, constitution, law, statute, ordinance,rule,injunction,writ,order,decree,regulationorotherdirectivethatislegallybinding and has been enacted, issued or promulgated in final form by any Governmental Authority, including all protocols and other binding rules of any relevant independent system operator.

“AppraisedValue”meansthefairmarketvalueoftheProjectassetforthintheAppraisal (as defined in the ECCA) delivered in connection with the MC Funding Date (as defined in the ECCA)pursuanttotheECCA;provided,however,thatanydevelopmentpremiumshallnotexceed 20% of the fair market value of the Project (exclusive of the development premium), taking into consideration any other developer fees or payments under any construction service agreements.

“Appraiser”meansMarshall&StevensIncorporated.

“Acquisition Date” means October 29, 2024.

“Asset Management Agreement” means that certain Management Services Agreement, dated as of August 27, 2025, by and between the Project Company and the Asset Manager.

“AssetManager”meansGSRPServicesLLC.

Exhibit A-1

“Assets” means all right, title and interest of a Person in land, properties, buildings, improvements,fixtures,foundations,assetsandrightsofanykind,whethertangibleorintangible, real, personal or mixed, including contracts, leases, easements, equipment, systems, books, data, reports, studies and records, proprietary rights, intellectual property, Governmental Approvals, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

“Assignment Agreement” means an assignment agreement substantially in the form attached as Exhibit B.

“BackleverageFinancingDocuments”isdefinedintheLLCA.

“Bankruptcy”means,withrespecttoanyPerson:(a)thatsuchPerson(i)filesinanycourt pursuant to any statute of the United States or of any state a voluntary petition in bankruptcy or insolvency, (ii) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law or the appointmentofareceiveroratrusteeofallorsubstantiallyallofsuchPerson’sAssets,(iii)makes ageneralassignmentforthebenefitofcreditors,(iv)becomesthesubjectofanorderforreliefor is declared insolvent in any federal or state bankruptcy or insolvency proceedings, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a), (vi) admits in writing its inability to pay its debts (other than debts subject to a bona fide dispute) as they fall due or (vii)seeks, consents to or acquiesces in the appointment of a trustee,receiverorliquidatorforallorsubstantiallyallofitsAssets;or(b)apetitioninbankruptcy or insolvency, or a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation,dissolution,orsimilarreliefunderanylawhasbeencommencedagainstsuchPerson, and (i) 60 days have expired since the service of such petition on the Person without dismissal thereof or (ii) with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or substantially all of such Person’s properties has been appointed and (x) 60 days have expired without the appointment’s having been vacated or stayed,or(y)60dayshaveexpiredafterthedateofexpirationofastay,iftheappointmenthasnot previously been vacated; or (c) if a Member (as defined in the ECCA), the whole or any material portionofsuchPerson’sMembershipInterestisleviedorattached,andsuchlevyorattachmentis not released or discharged within 60 days.

“Base Case Model” means the financial model attached as Exhibit Bto the ECCA as updated in accordance with the express terms of the ECCA and the LLCA.

“Beginning of Construction Certificate” has the meaning given to the term Beginning of ConstructionCertificate(MCFunding)intheECCAexceptthatsuchcertificateshallbegivenby the Seller (and not the Class B Member).

“Block”hasthemeaninggiventotheterm“Circuit”inthePVEPCContract.

“Cash Purchase Price” has the meaning set forth in Section 2.2(a).

Exhibit A-2

“ClassBMember”hasthemeaningsetforthintheMIPArecitals.

“ClosingDate”meanstheMCFundingDatepursuantto(andasdefinedin)theECCA.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral Agent” means Natixis, New York Branch or any other Person serving in the role of collateral agent under the Construction Financing Documents and the Backleverage Financing Documents.

“Company”hasthemeaningsetforth inthe MIPApreamble.

“Company Indemnified Parties” means, collectively, the Company and its Affiliates and their respective members, managers, partners, shareholders, officers, directors, employees, consultants, agents advisors, successors and assigns.

“ComplianceAuthority”meansthe(a)U.S.DepartmentoftheTreasury/OfficeofForeign AssetsControl,(b)U.S.DepartmentoftheTreasury/FinancialCrimesEnforcementNetwork,(c) U.S. Department of State /Directorate of Defense Trade Controls, (d) U.S. Department of Commerce /Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f)U.S. Department of Justice and (g) U.S. Securities and Exchange Commission.

“Construction Financing Agreement” means that certain Credit Agreement, dated as of December 31, 2024, by and among MN8 DevCo 3 LLC and MN8 Bleeker LLC, as borrowers, Natixis, New York Branch, as administrative agent and collateral agent, and the financial institutions party thereto as lenders and LC issuers, as amended, amended and restated, supplemented, or otherwise modified from time to time.

“ConstructionFinancingDocuments”isdefinedintheLLCA.

“Construction Management Agreement” means that certain Construction Management and Administrative Services Agreement, dated October 29, 2024, between the Project Company and the Construction Manager.

“ConstructionManager”meansBayWar.e.SolarProjectsLLC.

“Contract” means any written agreement, contract, lease, sublease, promise, evidence of indebtedness (including any promissory note), mortgage, indenture, security agreement, bond, guaranty,deedoftrust,purchaseorder,letterofcredit,license,sublicense,instrument,obligation, commitment, or undertaking of any nature, but not including any Governmental Approvals.

“Control”meansthepossession,directlyorindirectly,ofeitherofthefollowing:(a)(i)in the case of a corporation, more than 50% of the outstanding voting securities, (ii) in the case of a limited liability company, partnership, limited partnership or joint venture, the right to more than 50% of the distributions (including liquidating distributions) or more than 50% of the economic oroutstandingvotingsecurities,(iii)inthecaseofatrustorestate,includingabusinesstrust,more than 50% of the beneficial interest and (iv) in the case of any other entity, more than 50% of the

Exhibit A-3

economic or beneficial interest, or (b) in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to exercise a controlling influence over the management of the entity.“Controlled” and “Controlling” each have a correlative meaning.

“Cost Segregation Report” means the cost segregation report prepared by the Appraiser, and included as part of the Appraisal, allocating the Company’s basis in the Project among the assets of the Project (including the portion that is eligible for the ITC).

“CoveredEntity”meansanyPersonanditsAffiliates.

“Damages” means any and all judgments, awards, claims, actions, demands, liabilities, causes of action, lawsuits, suits, proceedings, damages (including liquidated damages), losses (includingamountspaidinsettlementofclaims),Taxes,TaxLosses,costsandexpenses(including litigation costs and documented attorneys’ and experts’ fees and expenses), assessments, fines, penalties, settlements, administrative orders or injunctions (including any loss of profits or consequential,punitive,incidentalorspecialdamagesrecoveredbyanyThirdParty,butexcluding lossoffutureprofitsorconsequential,punitive,incidentalorspecialdamagesassertedbyanyParty oranAffiliate;provided,thatlostITCsandotherlosttaxbenefitscontemplatedbytheBaseCase Model shall not constitute lost future profits or consequential, punitive, incidental or special damages), including interest, penalties, disbursements and costs of investigations, deficiencies, levies, duties and imposts.

“Data Site” means that certain data room named “American Beech” located on https://app.idealsvdr.com.

“DisqualifiedEntity”isdefinedinthe LLCA.

“ECCA” has the meaning set forth in the MIPA recitals.

“EffectiveDate”has themeaningsetforthin theMIPApreamble.

“Encumbrance”meansanylien(statutoryorotherwise),mortgage,deedoftrust,security deed, deed to secure debt, claim, option, lease, occupancy or use agreement, grant, right of way, charge, easement, charge, pledge, security interest, hypothecation, assignment, restriction (whether on voting, sale, transfer or disposition), purchase right or option, right of first refusal, encroachment, deficiency, defect, adverse claim or other encumbrance of any kind or nature, whethervoluntaryorinvoluntary,orimposedbylaw (includinganyagreementtogiveanyofthe foregoing or any conditional sale or other title retention agreement), understanding or otherwise, andwhetherornotofrecord,impairingoradverselyaffectingthetitletorealorpersonalproperty (including membership interests).

“Energy Management Services Agreement” has the meaning given in the LLCA.

“EnvironmentalClaim”meansanysuit,action,noticeofviolationornon-compliance, investigation, notice of liability or potential liability, consent order, consent decree, consent agreement, or proceeding before any Governmental Authority or arbitral body, or otherwise

Exhibit A-4

broughtormadebyaGovernmentalAuthorityrelatingtotheProjectortheProjectCompany: (a)arising pursuant to any Environmental Law; (b) in connection with any actual or alleged violation of, or liability pursuant to, any Environmental Law; (c) in connection with the presence or Release of, or exposure to, any Hazardous Substance, including claims to report, clean up, remove, remediate, contain, confine, excavate, treat, monitor, assess, evaluate, investigate, delineate,study,test,analyzeorinanyotherwayaddressHazardousSubstancesinthe environment, including the Project Site; or (d) in connection with any actual or alleged damage, injury, threat or harm to: (i)health or safety regulated under any Environmental Law; (ii)natural resources; (iii)endangered, threatened, listed or protected species or habitat; or (iv)the environment.

“Environmental Law” means any Applicable Law (both statutory and common law) pertaining to, regulating, relating to or imposing liability, standards or obligations of conduct concerning pollution or protection of health, safety (including the health and safety of workers under the U.S. Occupational Safety and Health Act of 1970 (29 U.S.C. §§ 651 et seq.)), the environment, wildlife, wildlife habitat or natural resources, including without limitation (a)any Applicable Law relating to any actual or threatened emission, discharge, Release, manufacture, processing,distribution,use,treatment,storage,disposal,transport,orhandlingofanyhazardous waste(asdefinedby42U.S.C.§6903(5)),hazardoussubstance(asdefinedby42U.S.C. §9601(14)), hazardous material (as defined by 49 U.S.C. § 5102(2)), toxic pollutant (as listed pursuantto33U.S.C.§1317),pollutantorcontaminant(aspollutantorcontaminantisdefinedin 42 U.S.C. § 9601(33)), or oil (as defined by 33 U.S.C. § 2701(23)) and (b) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§9601 et seq.), theFederalWaterPollutionControlAct(33U.S.C.§§1251etseq.),andtheEndangeredSpecies Act of 1973 (16 U.S.C. §§ 1531 et seq.), with any amendments or reauthorization thereto or thereof, and any and all regulations promulgated thereunder, and all analogous state and local counterparts or equivalents.

“Environmental Representations” means the representations set forth in Section 3.1(p).

“EPCContractor” means,individually orcollectively as thecontext mayrequire, the HV EPCContractor and thePVEPC Contractor.

“EPCContracts”meanstheHVEPC Contractandthe PVEPC Contract.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exempt Wholesale Generator” means an “exempt wholesale generator” under PUHCA andtheimplementing regulationsofFERCat18 C.F.R.Part 366.

“FERC”meanstheFederalEnergyRegulatoryCommissionoranysuccessoragency.

“Final Completion” has the meaning given in the applicable EPC Contract.

“FirstInstallment”hasthemeaning setforth inSection2.2(b)(i).

Exhibit A-5

“FPA” means the Federal Power Act, as amended, and FERC’s rules and regulations thereunder.

“Fundamental Representation” means each of the representations and warranties made by the Seller pursuant to Sections 3.1(a), 3.1(b), 3.1(d)and 3.1(f)(i).

“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a consistent basis.

“Governmental Approvals” means filings and registrations with, and licenses, permits, notices, approvals, grants, easements, exemptions, variances and authorizations from, any GovernmentalAuthority,otherthanthoselicenses,permits,notices,approvals,grants,easements, exemptions, variances and authorizations that are ministerial in nature and can be obtained in the ordinary course of business.

“GovernmentalAuthority”meansanyforeign,domestic,federal,territorial,stateorlocal governmental or quasi-governmental authority, court, commission, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency, or any political or othersubdivision,departmentorbranchofanyoftheforegoing,andanytaxingauthorityandany electric reliability organization, regional transmission organization or independent system operator, including FERC, NERC, PJM, and NCUC or any successor thereto, in each case, with legal jurisdiction over the matter or Person in question.

“Hazardous Substances” means all substances, materials, or chemicals (whether solid, liquidorgaseous)that(a)requireremoval,remediationorreportingunderanyEnvironmentalLaw or (b) are defined, listed, classified, or regulated as a “pollutant,” “contaminant,” “hazardous material,” “hazardous substance,” “hazardous waste,” “toxic substance,” or any word, term, or phrase of similar meaning or regulatory effect under any Environmental Law. Hazardous Substances include asbestos or asbestos containing materials, radioactive materials, lead, polychlorinated biphenyls, any petroleum or petroleum product, mold, mycotoxins, urea formaldehyde foam insulation and radon gas.

“HV EPC Contract” means that certain HV Balance of Plant Agreement, dated as of September 27, 2024, by and between the Project Company and the HV EPC Contractor, as supplementedbyThirdAmendedandRestatedLimitedNoticetoProceed,datedAugust30,2024.

“HVEPCContractor”meansRESAmericaConstructionInc.

“Indebtedness” means (a) any indebtedness for borrowed money; (b) any indebtedness evidencedbyanynote,bond,debenture,mortgageorotherdebtinstrumentordebtsecurity; (c)amounts owing as the deferred purchase price for the purchase of property or services other than accounts payable incurred in the ordinary course of business which are less than thirty (30) days past due; (d) liabilities under any interest rate protection agreement, interest rate future agreement,interestrateoptionagreement,interestrateswapagreementorothersimilaragreement designed to protect the Project Company against fluctuations in interest rates or other currency fluctuations and all net ordinary course settlement or other obligations under any other hedging

Exhibit A-6

arrangement;(e)allcontingentreimbursementobligationswithrespecttolettersofcredit;(f)any obligations under leases which are or should be, in accordance with GAAP, recorded as capital leases, conditional sales contracts and other similar title retention instruments whether short term or long term; (g) all obligations to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities (or property); (h) all indebtedness created or arising under any conditional sale or other title retention agreement with respecttoacquiredproperty(eventhoughtherightsandremediesofthesellerorlenderundersuch agreement are limited to repossession or sale of such property); (i) any obligations of the types referredtoinclauses(a)–(h)securedbyalienonanypropertyorAssetsoftheProjectCompany and/oranyoff-balancesheetfinancings,whetherornotsuchindebtednessisassumedbysuch Personorisnon-recoursetosuchPerson;and(j)allguarantees(orobligationsthataresubstantially the economic equivalent of a guarantee) of obligations of a type referred to in clauses (a) – (i).

“Interconnecting Utility” means Virginia Electric and Power Company.

“InterconnectionAgreement”meansthatcertainInterconnectionServiceAgreement, datedasofMarch25,2022,byandamongPJMInterconnection,L.L.C.,theProjectCompanyand the Interconnecting Utility, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and among PJM Interconnection, L.L.C., the Project Company and the Interconnecting Utility.

“Interconnection Construction Services Agreement” means that certain Interconnection Construction Service Agreement, dated as of May 2, 2022, by and among PJM Interconnection, L.L.C., the Project Company, and the Interconnecting Utility, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and among PJM Interconnection, L.L.C., the Project Company, and the Interconnecting Utility.

“InverterSupplyAgreement”meansthatcertainPurchaseOrderNo.P-0284-6245forPCS Skids and Commissioning, dated as of July 17, 2024, by and between the Project Company and Sungrow USA Corporation.

“Investor”hasthemeaningsetforthintheMIPArecitals.

“IRS”meanstheInternalRevenueServiceoranysuccessoragency.

“ITC” means the investment tax credit allowed pursuant to Section 48 of the Code.

“Knowledge”meansactual knowledgeafter dueinquiryof thepersons listedonSchedule1.

“Liability”meanstheoutstandingamountofprincipalandaccruedinterestoutstanding under the Construction Financing Documents (as defined in the ECCA) as of the Effective Date and any other liability, indebtedness, adverse claim or other obligation of Project Company as of the Effective Date; provided, that “Liability” shall not include any Remaining Costs (Estimated).

“LLCA”hasthe meaningsetforthin theMIPArecitals.

Exhibit A-7

“Material Adverse Effect” means any change, circumstance, event or effect that has a material adverse effect on (a) the Project, (b) the business, earnings, Assets, liabilities, results of operations or financial condition of the Project Company, (c) the ability of the Project Company oranyMaterialContractParty(otherthananycounterpartytoaRealPropertyDocument)totimely perform any of its material respective obligations under any Transaction Document, Material Project Document or any Construction Financing Document to which it is a party, or (d) has a materially adverse impact on the validity or enforceability of any Transaction Document, any Material Project Document, or any Construction Financing Document.

“Material Contract Party” means a counterparty to a Material Project Document other than the Company or the Project Company.

“Material Project Documents” means the PPA, the Interconnection Agreement, the Interconnection Construction Services Agreement, the EPC Contracts, the Module Supply Agreements, the Energy Management Services Agreement, the Asset Management Agreement, the O&M Agreement, the O&M Guaranty, the Warranties, the Real Property Documents, the Construction Management Agreement, the Inverter Supply Agreement, the Tracker Supply Agreement,theTransformerSupplyAgreement,eachAdditionalMaterialProjectDocument,the SupportObligations,inconnectionwithanyMaterialProjectDocument,andeachotheragreement replacing or entered into in connection with any Material Project Document; provided, however, that any Material Project Document shall cease to be a Material Project Document when all material obligations thereunder have been performed and paid in full, other than contingent indemnity and reimbursement obligations that survive the expiration of the applicable Material Project Document.

“MBR Authority” means an order issued by FERC, without any restriction or condition that could reasonably be expected to result in a Material Adverse Effect, authorizing the sale at wholesale of electric energy, capacity and specified ancillary services at market-based rates pursuant to Section205 of the FPA, accepting a tariff for filing providing for such sales, and granting such regulatory waivers and blanket authorizations as FERC customarily grants to persons authorized to sell electric energy and capacity at market-based rates, including blanket authorization to issue securities and assume liabilities under Section204 of the FPA and FERC’s applicable regulations at 18 C.F.R. Part 34.

“MechanicalCompletion”hasthesamemeaning,collectively,giventotheterms“Circuit Mechanical Completion” as defined in the PV EPC Contract and “Mechanical Completion” as defined in the HV EPC Contract, as the context may require.

“MembershipInterest”means,foralimitedliabilitycompany,themembershipinterestof amemberinsuchcompanyincluding,withoutlimitation,itsrighttoashareoftheprofits,losses, deductions and credits of the company and its right to a distributive share of the Assets of the companyinaccordancewiththeprovisionsoftheapplicablelimitedliabilitycompanyagreement.

“MIPA” has the meaning set forth in the MIPA preamble.

“ModuleSupplier”meansJinkoSolar(U.S.)IndustriesInc.

Exhibit A-8

“ModuleSupplyAgreements”means,collectively,(a)thatcertainProjectModuleSupply Agreement, dated as of May 16, 2024, by and between the Project Company and the Module Supplier,asamendedbythatcertainFirstAmendmenttoProjectModuleSupplyAgreement,dated as of September 24, 2024 and (b)that certain Project Module Supply Agreement, dated as of September 27, 2024, by and between the Project Company the Module Supplier.

“NCUC” means the North Carolina Utilities Commission or any successor entity.

“NERC”meanstheNorthAmericanElectricReliabilityCorporationoranysuccessor theretoand anyapplicable regionalentity thereof.

“O&M Agreement” means that certain Operation and Maintenance Agreement, dated August 27, between Project Company and MN8 Solutions LLC.

“O&M Guaranty” means that certain Operator Parent Guaranty, dated August 27, 2025, by MN8 Energy Operating Company LLC for the benefit of the Project Company, in connection with the O&M Agreement.

“Operator”meansMN8SolutionsLLC,aDelawarelimitedliabilitycompany.

“Order” means any order, injunction (whether temporary, preliminary or permanent), ruling, decree (including any consent decree), writ, judgment, or award entered, issued, made or rendered by any court or other Governmental Authority or by any arbitrator.

“Party”meansoneofthepartiestothisMIPA.

“Permitted Encumbrances” means (a) Encumbrances imposed by any Governmental Authority for taxes (i) that are not yet due or (ii) that are being contested in good faith by appropriate proceedings diligently conducted so long as (x) such proceeding will not involve any material risk of the sale, forfeiture or loss of any part of the Project or any Asset of the Company ortheProjectCompanyand(y)thepaymentthereofis(A)reservedforinaccordancewithGAAP, (B)fullycoveredbybondsor(C)fullycoveredbyothersecuritythatinthecaseofthisclause(C)is reasonably acceptable to the Investor, (b) carrier’s, warehouse’s, mechanics’, materialmen’s, landlord’s, repairmen’s, contractor’s, operator’s, vendor’s and other similar liens arising in the ordinary course of business or incident to the construction, improvement or restoration of the Project in respect of obligations (i) that are not past due or (ii) that are being contested in good faithbyappropriateproceedingssolongas(x)suchproceedingswillnotinvolveanymaterialrisk offorfeiture,saleorlossofanypartoftheProjectoranyAssetoftheCompanyand(y)thepayment thereof is (A) reserved for in accordance with GAAP, (B) fully covered by bonds or (C) fully coveredbyothersecuritythatinthecaseofthisclause(C)isreasonablyacceptabletotheInvestor, (c) Encumbrances created by any Project Document and any Transaction Document, (d) obligations or duties to any Governmental Authority or utility arising in the ordinary course of business (including under Governmental Approvals), (e) restrictions on transfer imposed by applicable securities laws, applicable energy regulatory laws or as set forth in the organizational documentsoftheCompanyandProjectCompany,(f)priortotheSCFundingDate(asdefinedin the ECCA), liens created pursuant to, and securing any Indebtedness under the Construction

Exhibit A-9

Financing Documents, (g) Encumbrances on the Site that are (i) exceptions listed on the Title Policy,or(ii)defectsintitle,easements,rights-of-way,restrictions,includinglanduseandzoning restrictions, covenants, licenses, encroachments, protrusions and other similar charges or encumbrances on or with respect to real property that do not, individually or in the aggregate, (i) impair the value thereof, (ii)materially and adversely affect the use by the Project Company of the real property for the Project or(iii) materially and adversely interfere with the construction, development,operationormaintenanceoftheProjectforitsintendeduse,(h)pledgesordeposits tosecuretheperformanceofbids,tenders,tradecontractsandleases(otherthanfortherepayment of borrowed money) incurred in the ordinary course of business, (i) pledges or deposits to secure regulatory or statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business securing the payment of amounts not yet due and payable or amounts being contested in good faith and by appropriate proceedings, including (without limitation) in connection with workers’ compensation, unemployment or other social security, (j) Encumbrances securing Indebtedness of the type describedinclause(c)ofthedefinitionthereof,(k)Encumbrancesandanyrightofsetoffinfavor of a bank or other financial institution arising by operation of Applicable Laws or in the ordinary course of business encumbering deposits held by such bank or financial institution and (l) judgment Encumbrances that do not involve any immediate risk of forfeiture of the Project and are being contested in good faith and by appropriate proceedings, and adequate reserves with respecttheretoaremaintainedonthebooksoftheapplicablePersoninaccordancewithGAAPor the Encumbrance is covered by insurance, bonds or other reasonable security.

“Permitted Equity Encumbrances” means, with respect to any equity interests, (a) those restrictions on transfer or ownership imposed by applicable securities laws and restrictions or imposed on transfer or ownership set forth in the applicable governing documents in respect of suchequityinterestsand(b)priortotheSCFundingDate(asdefinedintheECCA),lienscreated pursuant to, and securing any Indebtedness under the Construction Financing Documents.

“Person” means an individual, corporation, limited liability company, partnership, association, joint venture, Governmental Authority, trust or any other entity or organization.

“PlacedInService”means,withrespecttoaBlock(ortheProject,asapplicable),thatsuch Block (or the Project, as applicable) is placed in service for tax purposes within the meaning of Section 48(a)(1) of the Code.

“PlacedinServiceFactors”means,withrespecttoaBlock(ortheProject,asapplicable), (A) all licenses and permits necessary for operation thereof and the generation and sale of electricity therefrom have been obtained; (B) all critical tests necessary for the proper operation thereof have been performed; (C) such Block and/or the Project are capable of operating in a reliable and continuous manner for their intended purpose and/or have commenced daily and regular operations; (D) care, custody and control of, risk of loss and legal title thereto have transferredtotheProjectCompany;and(E)suchBlockand/ortheProjecthavebeensynchronized to the grid.

“PowerPurchaser”meansMicrosoftCorporation.

Exhibit A-10

“PPA” means that certain Renewable Energy Purchase Agreement, dated as of February 1, 2024, between the Project Company and the Power Purchaser, as amended, restated, or supplemented from time to time.

“Proceeding” means any action, claim, complaint, charge, arbitration, audit, hearing, investigation, inquiry, suit, litigation or other proceeding (whether civil, criminal, administrative or investigative) commenced, brought, conducted or heard by or before any Governmental Authority or arbitrator.

“Project”hasthemeaningsetforthintheMIPA recitals.

“ProjectCompany”hasthe meaningsetforthintheMIPArecitals.

“ProjectDocuments”means,withoutduplication,theMaterialProjectDocumentsandany other Contract relating to the development, construction or operation of the Project to which the Project Company is a party (other than any Transaction Document) under which the Project Companycouldreasonablybeexpectedtohaveobligations,liabilitiesorrevenuesequaltoorin excess of five hundred thousand dollars ($500,000) in any year or seven hundred fifty thousand dollars ($750,000) in the aggregate; provided, however, that any Project Document shall cease to beaProjectDocumentwhenallmaterialobligationsthereunderhavebeenperformedandpaidin full,otherthancontingentindemnityandreimbursementobligationsthatsurvivetheexpirationof the applicable Project Document.

“Project Party” means a counterparty to a Project Document other than the Company or the Project Company.

“Prudent Industry Practices” means, with respect to the Project, the practices, standards, designs, methods, means, techniques, equipment and acts, as they may change from time to time, that (a) are generally used to own, operate and maintain utility scale solar photovoltaic power generation projects, safely, reliably and efficiently and in compliance with Applicable Law (including Environmental Laws), manufacturers’ warranties, manufacturers’ recommendations and the Material Project Documents and (b) are consistent with the exercise of the reasonable judgment,skill,diligenceandcareexpectedofanoperatorofutilityscalesolarphotovoltaicpower generation projects of a type and size similar to the Project in order to efficiently accomplish the desiredresultconsistentwithapplicablestandardsofsafety,output,dependability,efficiencyand economy,includingrecommendedpractice,ofagood,safe,prudentandworkman-likecharacter, ineachcase,takingintoaccountthelocationoftheProject,includingclimatic,environmentaland general conditions. Prudent Industry Practices are not intended to be limited to the optimum or minimumpracticeormethodtotheexclusionofallothers,butrathertobeaspectrumofreasonable andprudentpracticesandmethodsascommonlypracticedinthesolarphotovoltaicindustryinthe same region of the Project during the relevant time.

“PSA” means that certain Membership Interest Purchase Agreement, dated as of October 20, 2024, by and between Seller and PSA Seller.

Exhibit A-11

“PSASeller”means,collectively,BayWar.e.DevelopmentPortfolioILLCandBayWa r.e.USALLC.

“PUHCA” means the Public Utility Holding Company Act of 2005, as amended, and FERC’s rules and implementing regulations thereunder.

“PurchasePrice”hasthemeaning setforth inSection2.2(a).

“PV EPC Contract” means that certain PV Engineering, Procurement and Construction Agreement, dated as of September 24, 2024, by and between the Project Company and the PV EPC Contractor, as amended by that certain Change Order No. 2, dated January 9, 2025, that certain Change Order No. 3, dated April 22, 2025 and that certain Change Order No. 4, dated February 10, 2025, as supplemented by Limited Notice to Proceed, dated January 24, 2024, Limited Notice to Proceed No. 2, dated May 31, 2024, Limited Notice to Proceed No. 3, dated June24,2024,LimitedNoticetoProceedNo.4,datedAugust8,2024,LimitedNoticetoProceed No. 5, dated August 14, 2024 and Limited Notice to Proceed No. 6, dated October 10, 2024.

“PVEPCContractor”meansPurePowerContractors,LLC.

“PWA Requirements” means the prevailing wage and apprenticeship requirements described in Sections 48(a)(10)-(11) of the Code, including any Treasury Regulations, IRS Notices, or other issued guidance with respect thereto

“Real Property Documents” means those certain leases, subleases, licenses, sublicenses, easements, deeds, occupancy or use agreements, crossing agreements, letters of no objection, subordination agreements and other documents (together with all amendments, modifications, supplements,guaranties,extensions,renewalsandotheragreementswithrespectthereto)listedon Schedule 2.

“Recapture Event” means any recapture, reduction, loss or disallowance of all or any portion of the ITCs.

“Related Person” means a Person that has a relationship with a purchaser of electricity from the Project that results in the purchaser being a “related person” to such Person or to the Company for purposes of application of the loss disallowance rules of Section 267(a) or Section 707(b)(1) of the Code.

“Release” means any release, spill, leak, emission, deposit, pumping, pouring, emptying, discharging, injecting, escaping, leaching, disposing, dumping, dispersion or migration of Hazardous Substances into the environment. “Released” has a correlative meaning.

“RemainingCosts(Estimated)”meanstheaggregateamountofremainingcostsestimated tobeincurredbytheCompanyandProjectCompanyonandaftertheClosingDateinconnection withthedevelopment,engineering,construction,procurement,installationandcommissioningof the Project through Final Completion (as such term is defined in the EPC Contracts) determined as of the Closing Date.

Exhibit A-12

“SanctionedCountry”meansacountrysubjecttoasanctionsprogrammaintainedbyany Compliance Authority.

“SanctionedPerson”meansanyindividualperson,group,regime,entityorthinglistedor otherwiserecognizedasaspeciallydesignated,prohibited,sanctionedordebarredpersonorentity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

“SecondInstallment”hasthemeaningsetforthinSection2.2(b)(ii).

“Seller” has the meaning set forth in the MIPA preamble.

“Site” means the real property on which the Project is located.

“Straddle Period Taxes” has the meaning set forth in Section 5.2.

“StraddleTaxablePeriod”hasthemeaningsetforthinSection5.2.

“Substantial Casualty” means, with regard to the Project Company, any sudden, unexpected, or accidental event that results in significant physical damage or loss to property, assets,orinfrastructure,withlossesand/ordamagesvaluedatnolessthan$5,000,000asmutually determined and agreed to by the Parties, where the extent of the damage is sufficient to trigger coverage under applicable insurance policies. This includes, but is not limited to, damage caused byfire,flood,storm,vandalism,orotherinsuredperils,andtypicallyrequiresrepair,replacement, or restoration.

“Substantial Completion” has the meaning given to the term in the applicable EPC Contract.

“Support Obligations” means all letters of credit, guarantees, deposits, payment or performance bonds or other credit support from the Project Company or other Person relating to the ownership or operation of the Project or use of the Site, in each case as set forth on Schedule3.

“Tax” or “Taxes” means all taxes, including all charges, fees, duties, imposts, levies or otherassessmentsinthenatureoftaxes,noworhereafterimposedbyanyGovernmentalAuthority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, inheritance, corporation, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value added, escheat, disability, premium,recapture,credit,occupation,service,leasing,employment,stamp,goodsandservices, ad valorem, utility, utility users and other taxes, and shall include interest, penalties or additions attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns.

Exhibit A-13

“Tax Equity Consent” means that certain Consent and Agreement, dated as of the date hereof, by and among Investor, Company, Collateral Agent and Class B Member.

“Tax Loss” means the loss, reduction, unavailability, delay or recapture of ITCs assumed in the Base Case Model or loss, reduction, unavailability, or delay of tax depreciation benefits as measured against those assumed in the Base Case Model.

“TaxRepresentations”meanstherepresentationscontainedinSection3.1(k).

“TaxReturn”meansanyreport,return,declaration,claimforrefund,orotherinformation supplied or required to be supplied to a Tax authority in connection with Taxes, including any schedule or attachment thereto, including estimated returns and reports of every kind, and including any amendment thereof.

“Third Party” has the meaning set forth in the LLCA.

“TitleCompany”meansChicagoTitleInsuranceCompany.

“Title Policy” is defined in the LLCA.

“Tracker Supply Agreement” means that certain Tracker Supply Agreement, dated as of September 6, 2024, by and between the Project Company and Nextracker, LLC, as amended by that certain Change Order No 1, dated December 11, 2024.

“Transaction”meansthetransactionscontemplatedbytheTransactionDocuments.

“Transaction Documents” means this MIPA and the Assignment Agreement.

“Transfer Taxes” means any and all sales, use, transfer, real property transfer, recording, documentary, stamp, registration, stock transfer and other similar Taxes (including any penalties andinterestoradditionsthereto)incurredinconnectionwiththetransactionscontemplatedbythis MIPA(includingrecordingandescrowfeesandanyrealpropertyorleaseholdinteresttransferor gains or any similar Tax).

“Transformer Supply Agreement” means that certain Purchase Order No. P-0234-911, dated as of August 16, 2019, by and between Virginia Transformer Corporation and the Project Company (as assignee of the Construction Manager pursuant to the Assignment and Assumption Agreement,datedasofOctober20,2024),asamendedbythatcertainChangeOrderNo.1,dated February28,2020,thatcertainChangeOrderNo.2,datedApril20,2023,andthatcertainChange Order No. 3, dated January 7, 2025.

“Treasury Regulations” means regulations issued by the IRS to implement the Code.

“Warranties”meansthewarrantieswithrespecttoinverters,modules,trackers,and transformersfortheProject.

Exhibit A-14

EXHIBIT B

FORMOF ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment”) is made and entered as of [ò], 2025 between MN8 DevCo 3 LLC, a Delaware limited liability company (“Assignor”) and [ò], a Delaware limited liability company (“Assignee”). Capitalized terms used but not defined herein shallhavethemeaningsascribedtheretointhatcertainMembershipInterestPurchaseAgreement, dated August 27, 2025, between Assignor and Assignee (as amended, restated, supplemented or otherwise modified from time to time, the “MIPA”).

WITNESSETH

WHEREAS, Assignor directly owns one hundred percent (100%) of the membership interests (collectively, the “Interests”) in American Beech Solar LLC, a North Carolina limited liability company (the “Acquired Entity”); and

WHEREAS, pursuant to and in accordance with the MIPA, on the date hereof Assignor desirestotransferandassignallofitsright,titleandinterestinandtotheInterests,freeandclear of all Encumbrances (except for Permitted Encumbrances), to Assignee, and Assignee desires to accept such assignment and transfer.

NOW, THEREFORE, for good and value consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.Assignment. Assignor hereby sells, assigns, conveys, transfers and delivers all of Assignor’sright,titleandinterestinandtotheInterests,freeandclearofallEncumbrances (except for Permitted Encumbrances), to Assignee, and Assignee hereby accepts this assignment and purchases and assumes the Interests from Assignor.

2.Effect of Transfer. As of the date hereof, (a) Assignor will cease to be a member of the AcquiredEntityand(b)Assigneewillbeadmittedas,andbecome,thesolememberofthe Acquired Entity, and such termination and admission will be deemed to occur simultaneously.

3.Further Assurances. Each of Assignor and Assignee agrees to execute and deliver such additional instruments and other documents, and to take such other actions, as may be reasonably requested by the other party to further effectuate and confirm the transfer and assignment of the Interests as herein provided.

4.TheMIPA.ThisAssignmentisbeingdeliveredpursuanttotheMIPAandwillbeconstrued consistently therewith. This Assignment is not intended to, and does not, in any manner enhance, diminish or otherwise modify the rights and obligations of the parties under the MIPA.TotheextentthatanyprovisionofthisAssignmentconflictsorisinconsistentwith the terms of the MIPA, the terms of the MIPA will govern.

Exhibit B-1

5.GoverningLaw.THISASSIGNMENTWILLBEGOVERNEDBYANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.Successors and Assigns. This Assignment will bind and inure to the benefit of the parties hereto and their respective successors and legal representatives and permitted assigns.

7.Counterparts. This Assignment may be executed in counterparts (which may be delivered by use of a facsimile machine or an e-mail which attaches a portable document format (.pdf)document),eachofwhichwillbeanoriginal,buteachofwhich,whentakentogether, will constitute one and the same instrument.

[Signature Page Follows]

Exhibit B-2

IN WITNESS WHEREOF, the parties have executed this Assignment on the date first written above.

[Signature Page to Assignment Agreement]

EXHIBIT C

WARRANTYSTANDARDS

The Project must have the following Warranties and such Warranties must meet the followingstandards:

1.Allmodulesmustbewarrantedagainstdefectsinworkmanshipforaperiodofnotlessthan 12yearsandagainstdefectsinperformanceforaperiodofnotlessthan30yearsfromthe Warranty Start Date, as such term is defined in the corresponding Module Supply Agreement.

2.All inverters must be warranted against defects in workmanship and against defects in performance for a period of not less than 10 years from the earlier of (i) the first-time commissioning date, or (ii) 6 months after the delivery date.

3.All trackers must be warranted against defects in workmanship and against defects in performance for a period of (i) not less than 10 years for their structural components and (ii) not less than 5 years for the motor, gear and controller, starting on the earlier of (a) completion of commissioning, or (b) 120 days from final delivery.

4.Initial 5 year availability guaranty under the O&M Agreement backed by the O&M Guaranty.

5.The transformer must be warranted in that they satisfy all applicable law, be new, unused and undamaged at the time of delivery, suitable for intended use, free from defects in design, engineering, materials, construction and workmanship, for a period of 18 months after operational startup or 24 months from delivery, whichever happens first. All equipment provided by Virginia Transformer Corp. shall have a warranty as described in the Standard Terms and Conditions of Sale dated August 2020, and extend to 12 months from the date of equipment installation or 18 months from date of shipment, whichever occurs first, provided that coils and cores shall be warranted for failure in the normal operation of the transformer for 60 months.

6.All work performed under the HV BoP Agreement must be warranted as provided in Section13.1thereof,foraperiodof2yearsaftertheSubstantialCompletionDate,provided that the warranty shall be extended for any corrected defect as provided thereunder.

7.All work performed under the PV EPC Agreement must be warranted as provided in Section13.1thereof,foraperiodof2yearsaftertheSubstantialCompletionDate,provided that the warranty shall be extended for any corrected defect as provided thereunder.

EXHIBIT D

BEGINNINGOFCONSTRUCTIONCERTIFICATE

[See attached.]

EXHIBITB

LLCA

AMENDEDANDRESTATEDLIMITEDLIABILITY

COMPANY AGREEMENT

OFAMERICANBEECHSOLARHOLDINGSLLC

DatedasofAugust27,2025

between

TENASKAAMERICANBEECHHOLDINGS,LLC

(asClassAMember)

and

AMERICANBEECHCLASSBLLC

(asInitialClassBMember)

CONTENTS

i

ii

iii

iv

AMENDEDANDRESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OFAMERICANBEECHSOLARHOLDINGSLLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTOFAMERICANBEECHSOLARHOLDINGSLLC(this“LLCA”),dated as of August 27, 2025 (the “Effective Date”), is made and entered into by and between Tenaska American Beech Holdings, LLC, a Delaware limited liability company, as the Class A Member (the “Class A Member”) and American Beech Class B LLC, a Delaware limited liability company, as the Initial Class B Member (the “Initial Class B Member”).

RECITALS

A.    American Beech Solar Holdings LLC, a Delaware limited liability company (the “Company”) was formed pursuant to the Act on June 30, 2025. Before the Effective Date, the Initial Class B Member owned 100% of the membership interests in the Company and was party to the Limited Liability Company Agreement of the Company, dated as of June 30, 2025 (the “Original LLCA”).

B.    The Class A Member will make a Capital Contribution to the Company on the EffectiveDateinexchangefortheClassAMembershipInterests,andthemembershipinterestsin the Company held by the Initial Class B Member immediately prior to the Effective Date will automatically convert into Class B Membership Interests on the Effective Date.

C.    Inconnectionwiththeforegoing,thepartieswishtoamendandrestatetheOriginal LLCAtoreflecttheadmissionoftheClassAMemberasaMemberoftheCompany,theissuance of the Class A Membership Interests to the Class A Member and the conversion of the existing membership interests held by the Initial Class B Member into the Class B Membership Interests.

NOW,THEREFORE,inconsiderationoftheforegoingandtheagreements,covenantsand promises in this LLCA, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1    Certain Definitions. Capitalized terms used but not otherwise defined herein are defined in Exhibit A.

1.2    OtherDefinitionalProvisions.Alltheagreements,contractsordocumentsdefined or referred to in this LLCA will mean such agreements, contracts or documents as the same may from time to time be supplemented or amended or their terms waived or modified to the extent permitted by, and in accordance with, or not prohibited by, the terms of the agreement and this LLCA, and will disregard any supplement, amendment or waiver made in breach of this LLCA. DefinedtermsinthisLLCAwillincludeinthesingularnumberthepluralandinthepluralnumber the singular. Wherever from the context it appears appropriate, pronouns stated in the masculine,

feminineorneutergenderwillincludethemasculine,feminineandneutergenders.Allreferences toArticles,Sections,SchedulesandExhibitswillbereferencestoArticles,Sections,Schedules and Exhibitsof this LLCA, unless otherwise specified. The words “will” and “should” have the same meaning. The words “include,” “includes” and “including” are not limiting, and are in all cases to be construed as followed by the words “without limitation” (whether or not expressly so followed);theword“or”isnotexclusive;referencestoPersonsincludetheirrespectivesuccessors and assigns or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations will include any amendmentsofthesameandanysuccessorstatutesandregulations.Thewords“herein,”“hereof” and “hereunder” will refer to this LLCA as a whole and not to any particular sectionor subsection of this LLCA.

ARTICLE II

THECOMPANY

2.1    Continuation of Limited Liability Company. The Managing Member will execute orcausetobeexecutedallcertificates,instrumentsandotherdocuments,andcausetobedoneall filings and other actions, as necessary or appropriate to operate, continue or terminate the Company as a limited liability company under the laws of Delaware and to qualify the Company todobusinessinalljurisdictionsotherthanDelawareinwhichtheCompanyconductsorproposes to conduct business.

2.2    Name. The name of the Company is “American Beech Solar Holdings LLC.” The ManagingMemberwilltakeanyactionrequiredtocomplywiththeActorsimilarstatuteineffect in each jurisdiction in which the Company conducts or proposes to conduct business, and the Members agree to execute any documents reasonably requested by the Managing Member in connection with any such action.

2.3    PrincipalOffice.TheCompanywillmaintainaprincipalofficeatc/oMN8Energy LLC, 1155 Avenue of the Americas, 27thFloor, New York, New York 10036. The Managing Member may change the principal office upon prior written notice to the Members and will maintainallrecordsoftheCompanyatitsprincipalofficeoralocationdesignatedbytheManaging Member in a notice to the Members.

2.4    Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation ServiceCompany,251LittleFallsDrive,Wilmington,NewCastleCounty,Delaware19808.The ManagingMembermaychangetheregisteredagentandregisteredofficeuponpriorwrittennotice to the Members.

2.5    Purposes. The purposes of the Company are (a) to own and operate the Project Company, which owns the Project and the proceeds thereof, (b) to, and to cause the Project Companyto,(i)develop,own,finance,operate,maintain,andrepairtheProject,includingforthe purposeofproducingelectricity,(ii)sellelectricity,renewableenergycredits,taxcreditsandother

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attributesproducedbyorassociatedwiththeProjectand(iii)enterinto,complywithandperform itsobligationsandenforceitsrightsundertheTransactionDocumentsandtheProjectDocuments towhichitisaparty,and(c)toengageinandperformanyactivitiesnecessary,incidental,related or appropriate to the foregoing. The Company will not engage in any activity or own any Assets that are unrelated to this purpose.

2.6    Term. The Company was formed on June 30, 2025 and will continue in existence until dissolved and terminated in accordance with this LLCA or the Act.

2.7    Title to Property. Title to the Company’s Assets will be held in the name of the Company, and no Member will have any direct interest in such property.

2.8    No State Law Partnership. The Members intend that the Company not be a partnership or joint venture and no Member be a partner or joint venturer of any other Member, for any purpose other than tax purposes.

2.9    Membership Interests. There shall be two classes of Membership Interests: the ClassAMembershipInterestsandtheClass BMembershipInterests.MembershipInterests shall berepresentedbyUnits,dividedintoClassAUnits(inthecaseofClassAMembershipInterests), and ClassB Units (in the case of ClassB Membership Interests). The Membership Interests represented by ClassA Units and ClassB Units shall have the respective rights, powers and preferences ascribed to ClassA Units and ClassB Units in this LLCA. The class of Membership InterestandnumberofUnitsofaMembershallbeasprovidedinExhibitB.TheMembershereby specify,acknowledgeandagreethatallUnits(andtheMembershipInterestsrepresentedthereby) are securities governed by Article8 and all other provisions of the UniformCommercial Code, and pursuant to the terms of Section8-103(c) of the UniformCommercial Code, such interests shall be “securities” for all purposes under such Article8 and under all other provisions of the UniformCommercialCode.AllUnits(andtheMembershipInterestsrepresentedthereby)shallbe representedbycertificatessubstantiallyintheformattachedheretoasExhibitI,shallberecorded inaregisterthereofmaintainedbytheCompany,andshallbesubjecttosuchrulesfortheissuance thereofincompliancewiththisLLCA,astheManagingMembermayfromtimetotimedetermine. The Company shall maintain books for the purpose of registering the transfer of limited liability company interests. A transfer of limited liability company interests in the Company shall be effected by the Company’s registering the transfer upon delivery of an endorsed certificate representing the limited liability company interests being transferred.

ARTICLEIII

CAPITALCONTRIBUTIONS;CAPITALACCOUNTS;LOANS

3.1    Capital Contributions. The Members will make Capital Contributions to the Company at the times and in the amounts required by, and the Managing Member will cause Company to apply such amounts in accordance with, Article2 of the ECCA. No other Capital ContributionswillberequiredofMembersexceptasprovidedinSection3.3,Section6.9,Section6.12or Section 12.3. The initial Capital Account balances of the Members as of the MC Funding Date are shown in Exhibit B.

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3.2    Capital Accounts. The Company will establish and maintain a separate Capital Account for each Member in accordance with the following provisions:

(a)    EachMember’sCapitalAccountshallbeincreasedby(i)theamountofmoneyand the Gross Asset Value of any property contributed by such Member pursuant to any provision of this LLCA, (ii) the income and gain (or items thereof) the Member is allocated by the Company, including any income and gain that are exempted from tax and income and gain described in TreasuryRegulationSection1.704-1(b)(2)(iv)(g)andanytax-exemptincomeallocatedasaresult ofatransferpursuanttoCodeSection6418,butexcludingincomeandgaindescribedinTreasury RegulationsSection1.704-1(b)(4)(i),(iii)theamountofanyCompanyliabilitiesassumedbysuch MemberorthataresecuredbyanypropertydistributedtosuchMember,and(iv)anamountequal to an allocation of upward basis adjustment to such Member as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(j).

(b)    EachMember’sCapitalAccountshallbedecreasedby(i)theamountofmoneyand the Gross Asset Value of any property distributed to such Member pursuant to any provision of this LLCA, (ii) any expenditures of the Company described in Section705(a)(2)(B) of the Code thatareallocatedtotheMember,(iii)lossesanddeductions(oritemsthereof)thatareallocatedto theMemberbutexcludinglossordeductiondescribedinTreasuryRegulationSection1.704-1(b)(4)(i), (iv) the amount of any liabilities of such Member assumed by the CompanyorthataresecuredbyanypropertycontributedbysuchMembertotheCompany,and (v) an amount equal to an allocation of downward basis adjustment to such Member as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(j).

(c)    The Gross Asset Values of all Company property shall be adjusted to equal their respectivegrossfairmarketvalues(takingSection7701(g)intoaccount),asagreedbytheConsent oftheMembers,asrequiredbyandinaccordancewithTreasuryRegulation Section1.704-1(b)(2)(iv)(f).IfaMembertransfersallorpartofitsMembershipInterest,thenthe Transferee will succeed to the Capital Account of the Transferring Member in the transferred interest.

(d)    ThisSection3.2andtheotherprovisionsofthisLLCArelatingtothemaintenance ofCapitalAccountsareintendedtocomplywithTreasuryRegulationSection1.704-1(b),andshall be interpreted and applied in a manner consistent with such Treasury Regulation.

3.3    DelayDamages;Additional WorkingCapital; WorkingCapital Loans.

(a)    To the extent (i) the Commercial Operation Date (as defined in the PPA) has not occurred on or prior to the Guaranteed Commercial Operation Date (as defined in the PPA) and (ii) the Company is liable for any Delay Damages (as defined in the PPA), the Initial Class B MembershallmakeaCapitalContributiontotheCompany(ormakepaymentwithAvailableCash Flow otherwise available for distribution to the Initial Class B Member in lieu of such a Capital Contribution) on or prior to the SC Funding Date in an amount sufficient to cover all Delay Damages (as defined in the PPA) asserted against, resulting to, imposed upon, incurred by, or payable by the Project Company as a result of the delay in achieving the Commercial Operation Date(asdefinedinthePPA)onorpriortotheGuaranteedCommercialOperationDate(asdefined

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inthePPA);provided,thattheamountofanyDelayLiquidatedDamages(asdefinedineachEPC Contract)oranydelayliquidateddamagesunderanyotherProjectDocumentactuallyreceivedby the Project Company or any proceeds actually received by the Project Company or the Company underanyinsurancepolicyorpursuanttoanyclaim,recovery,settlementorpaymentbyoragainst any other Person in connection with a delay in achieving the Commercial Operation Date (as definedinthePPA),netofanyactualcosts,expensesorpremiumsincurredinconnectionwith securing or obtaining such proceeds, shall be deducted from such amount payable by the Class B Member. In the event that the Initial Class B Member pays any such costs and expenses directly onbehalfoftheProjectCompany,suchpaymentshallbetreatedasaCapitalContributionbythe Initial Class B Member to the Company.

(b)    The Managing Member shall use commercially reasonable efforts to cause the Project to achieve Final Completion. During the period from the Effective Date until the date of FinalCompletion,iftheManagingMember,initssolediscretion,determinesthatadditionalfunds (in excess of any amounts available for drawing under the Construction Financing Agreement or intheFinalCompletionAccount)arerequiredtoenabletheCompanytocauseitsassetsoranyof the Project Company’s assets to be properly constructed, operated or maintained or to pay and perform its respective costs, expenses, obligations and liabilities, the Managing Member shall make additional Capital Contributions to the Company.

(c)    After Final Completion, if the Company needs additional working capital to contribute to the Project Company to operate and maintain the Project, to pay costs or liabilities and has inadequate reserves and there is no availability under the Backleverage Financing AgreementforManagingMembertomakeanO&MLoan,thentheManagingMemberwillnotify the Members in writing, and each Class B Member will have the right (but not the obligation) to provideallorpartofitsProRataShareoftheneededfundsasaCapitalContribution.EachClass B Member will notify the Managing Member in writing, within ten (10) Business Days after the notice from the Managing Member, whether it will provide all or part of the needed funds. If a Class B Member chooses to contribute its Pro Rata Share of such funds, then it will do so within five Business Days after responding to the notice from the Managing Member.

(d)    If any Class B Member fails to deliver a notice or notifies the Managing Member that it plans to contribute less than all of its share of the needed funds pursuant to Section3.3(c), thentheClassAMembermaymakeaworkingcapitalloanuptotheamountoftheneededfunds that such Class B Member has not committed to fund, but Class A Member will be under no obligation to do so. The Class A Member will notify the Managing Member in writing of its intentiontofundaworkingcapitalloanwithinten(10)BusinessDaysafterexpirationoftheperiod for each Class B Member to notify the Managing Member of its intention. Any such loan by the Class A Member will be made within five Business Days after the Class A Member notifies the ManagingMemberthatitplanstomakesuchaloan.Workingcapitalloansmadepursuanttothis Section3.3(d)willbeunsecuredandbearafloatingrateofinterest, with annualcompounding,at the lesser of the Reference Rate plusfour percent (4%) or the highest interest rate that may be charged under Applicable Law. Interest will be payable quarterly in arrears. The loan will be evidenced by a promissory note satisfactory to Class A Member and will contain arm’s-length terms and conditions. Working capital loans shall be repaid out of Available Cash Flow of the

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CompanybeforeanydistributionstoanyMemberandafterpaymentofotherCompanyexpenses, O&M Loans, Credit Support Loans and remedial loans. Working capital loans shall not be considered a part of a Member’s Capital Contribution and shall not increase such Member’s Capital Account. Unless repaid earlier, the working capital loans will be due and payable at the dissolution of the Company, but after repayment of any other Company expenses, O&M Loans, Credit Support Loans and remedial loans made under this ArticleIIIand before any liquidating distributions to the Members. In no event may the aggregate principal amount of all outstanding working capital loans exceed two million dollars ($2,000,000).

(e)    NotwithstandinganythingtothecontraryinthisAgreement,onorpriortothefirst daythattheProjectCompanycouldberequiredtopayPJMPenaltiesforthethen-applicablePJM CapacityAuctionPeriod,theManagingMembershallcausetheCompanytofundanamountequal to the then-applicable PJM Penalty Reserve Amount into the PJM Penalty Reserve Account utilizing capacity sales revenue of the Project Company, in each case if and only if such revenue isgreaterthanorequalto$1,000,000forthethen-applicablePJMCapacityAuctionPeriod.Inthe eventthatanyPJMPenaltiesbecomedueandpayablebytheProjectCompanyatatimewhenthe ProjectCompanydoesnothaveavailablecashtopaysuchamounts,theManagingMembershall causefundsondepositinthePJMPenaltyReserveAccount(ifany)tobetransferredbytheProject CompanyandtheManagingMembershallcausetheProjectCompanytousesuchproceedstopay such amounts. Upon the first Distribution Date to occur after the expiration of an applicable PJM Capacity Auction Period, all remaining amounts on deposit in the PJM Penalty Reserve Account after any required payments by the Project Company shall be distributed to the Members in accordancewiththepercentagessetoutinSection5.1(a).Totheextentthefundsondepositinthe PJM Penalty Reserve Account are insufficient to pay PJM Penalties due and payable as of any applicable date of determination, then (i) the Class B Member shall make a working capital loan totheCompanyinanamountsufficienttopayanyandallsuchamountsdue,and(ii)theManaging Member shall cause the Project Company to use any such working capital loan proceeds to pay such due amounts. Working capital loans made pursuant to this Section 3.3(e)will be unsecured and bear a floating rate of interest, with annual compounding, at the lesser of the Reference Rate plustwopercent(2%)orthehighestinterestratethatmaybechargedunderApplicableLaw,and shall otherwise be consistent with and upon the same terms and conditions set forth in Section3.3(d).

(f)    Notwithstanding anything to the contrary in this Agreement, (i) on or prior to the SC Funding Date, the Class B Member shall fund the PJM DAT Account in an amount equal to $500,000, and (ii) prior to the date falling 12 months after the SC Funding Date, the Managing Member shall cause the Company to fund and maintain an amount equal to the then-applicable PJM DAT Required Amount into the PJM DAT Account utilizing Available Cash Flow. In the event that any PJM DAT Costs become due and payable by the Project Company at a time when the Project Company does not have available cash to pay such amounts, the Managing Member shall cause funds on deposit in the PJM DAT Account to be transferred by the Project Company and the Managing Member shall cause the Project Company to use such proceeds to pay such amounts. Following any use of funds in the PJM DAT Account to pay PJM DAT Costs, the Managing Member shall cause the PJM DAT Account to be funded with Available Cash Flow in anamountnecessarytocausetheamountondepositthereintobeequaltothePJMDATRequired

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Amount on or prior to the next Distribution Date. Upon the first Distribution Date to occur after the Flip Date, all remaining amounts on deposit in the PJM DAT Account after any required payments by the Project Company shall be distributed to the Members in the following percentages:(A)totheClassAMember,5%,and(B)totheClassBMember,95%.Totheextent the funds on deposit in the PJM DAT Account are insufficient to pay PJM DAT Costs due and payable as of any applicable date of determination, then the provisions of Section 3.3(g)shall apply.

(g)    To the extent (i) the funds on deposit in the PJM DAT Account are insufficient to payPJMDATCostsdueandpayableasofanyapplicabledateofdetermination,(ii)thePJMDAT Account has not been funded to an amount equal to the PJM DAT Required Amount on or prior to the date falling 12 months after the SC Funding Date, or (iii) following payment of PJM DAT Costs with funds in the PJM DAT Account, the Managing Member has failed to cause the PJM Account to be replenished to an amount equal to the PJM DAT Required Amount, then (A) the ClassBMembershallmakeaworkingcapitalloantotheCompanyinanamountsufficienttopay anyandallsuchamountsdue,and(B)theManagingMembershallcausetheProjectCompanyto useanysuchworkingcapitalloanproceedstopaysuchdueamounts.Workingcapitalloansmade pursuant to this Section 3.3(g)will be unsecured and bear a floating rate of interest, with annual compounding,atthelesseroftheReferenceRateplustwopercent(2%)orthehighestinterestrate that may be charged under Applicable Law, and shall otherwise be consistent with and upon the same terms and conditions set forth in Section 3.3(d).

3.4    Credit Support Loans. The Managing Member shall be obligated to obtain and maintain,orcauseitsAffiliatestoobtainandmaintain,theSupportObligationsandallotherletters ofcredit,guarantiesorothersecurityfortheProjectCompany’sandCompany’sobligationsunder anyProjectDocumenttowhichitispartyorbywhichitisbound,ineachcaseinaccordancewith the terms of such Project Document and the Managing Member shall be obligated to obtain, or cause to be obtained, on behalf of the Project Company and the Company, any replacement security in accordance with any Project Document. The Company shall reimburse the Managing MemberoritsAffiliatesforactualfees,costsandexpensespayableinrespectofanysuchsecurity, includingfees,costsandexpensespayabletothird-parties;provided,however,thatsuchfees,costs and expenses payable to the Managing Member or its Affiliates (as the case may be) shall be in accordance with the then-effective Approved Budget. Any such security posted by the Managing MemberoritsAffiliatesintheformofcash(whethersuchcashisposteddirectlyorindirectlyby means of a draw under a letter of credit provided by the Managing Member or its Affiliates) and anyreimbursementobligationsarisingfromdrawsonanylettersofcredit,whichshallinclude,for the avoidance of doubt, any obligation of the Managing Member to repay any principal, interest, costs, fees and expenses in respect of any such draws drawn in respect of any letter of credit, or replacements thereof, posted by Managing Member or its Affiliate as security for the Project Company’sobligationsunderanyProjectDocumentshallbedeemedtobealoanbytheManaging MembertotheCompany(anysuchloan,a“CreditSupportLoan”).AttheManagingMember’s request, any Credit Support Loan shall be evidenced by a non-negotiable promissory note. All of the reimbursements described in this Section3.4and Credit Support Loans shall be repaid out of AvailableCashFlowoftheCompanybeforeanydistributionstoanyMember,beforepaymentof remedialloansandworkingcapitalloansandafterpaymentofotherCompanyexpensesandO&M

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Loans.CreditSupportLoansshallbeunsecuredloansandshallbearinterestsolelywithrespectto the portion thereof constituting principal at a rate per annum equal to the rate of interest payable ontheapplicableletterofcreditloanthereforpursuanttotheBackleverageFinancingAgreement then in effect. Credit Support Loans shall not be considered a part of a Member’s Capital ContributionandshallnotincreasesuchMember’sCapitalAccount.Unlessrepaidearlier,Credit SupportLoanswillbedueandpayableatthedissolutionoftheCompanybeforetherepaymentof any remedial loans and working capital loans, and after payment of O&M Loans, and before liquidating distributions to the Members.

3.5    O&M Loans. From and after the SC Funding Date, the Managing Member may (butshallnotbeobligatedto)obtainandmaintain,orcauseitsAffiliatestoobtainandmaintain,a revolving credit facility or letter of credit facility with a commitment amount not to exceed the maximumamountoftheProjectCompany’sandCompany’sO&MExpensesoveranysix-month periodassetforthintheBaseCaseModel;fortheavoidanceofdoubt,innoeventshalltheClass A Member, the Company or the Project Company be obligors under such facility or provide any guarantee, security or other collateral in connection therewith. The Company shall reimburse the Managing Member or its Affiliates for actual fees, costs and expenses payable in respect of any such facility, including fees, costs and expenses payable to third-parties; provided, however, that such fees, costs and expenses payable to the Managing Member or its Affiliates (as the case may be) shall be in accordance with the then-effective Approved Budget. From and after the SC FundingDate,anyobligationoftheManagingMembertorepayanyprincipal,interest,costs,fees andexpensesinrespectofanysuchfacilitytotheextentthatloansareborrowedordrawsaremade thereunder and contributed to the Company or the Project Company solely for the purpose of payinganyO&MExpenseshallbedeemedtobealoanbytheManagingMembertotheCompany (any such loan, an “O&M Loan”). At the Managing Member’s request, any O&M Loan shall be evidencedbyanon-negotiablepromissorynote.TheO&MLoansshallberepaidoutofAvailable CashFlowoftheCompanybeforeanydistributions toanyMember,beforetherepaymentofany otherloanmadepursuanttothisArticleIII,andafterpaymentofotherCompanyexpenses.O&M Loans shall be unsecured loans and shall bear interest solely with respect to the portion thereof constituting principal at a rate per annum equal to the rate of interest payable on the applicable loanthereforpursuanttotheBackleverageFinancingAgreementthenineffect.O&MLoansshall notbeconsideredapartofaMember’sCapitalContributionandshallnotincreasesuchMember’s Capital Account. Unless repaid earlier, O&M Loans will be due and payable at the dissolution of the Company before the repayment of any remedial loans, working capital loans and Credit Support Loans, and before liquidating distributions to the Members.

3.6    RemedialLoans.

(a)    Notwithstanding anything to the contrary in this ArticleIII, if there is an event of defaultbytheCompanyortheProjectCompanyunderaProjectDocumentthatwouldpermitthe contractcounterpartytopursueremediesundersuchProjectDocument,andsucheventofdefault has occurred as a result of an act or omission of the Managing Member, then the Managing Member will give prompt written notice to the Members. If Capital Contributions and working capital loans under Section3.3(d)or O&M Loans under Section3.5are insufficient to cure the default,thentheClassBMembersshallhavetherighttocuresucheventofdefaultwithinsixty

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(60)daysoftheaforementionednoticefromtheManagingMember.IntheeventthattheClassB Membersfailtocuresucheventofdefaultduringsuchcureperiod,thentheClassAMemberwill havetheright(butnottheobligation)tomakearemedialloantotheCompanytocurethedefault.

(b)    Remedial loans will be unsecured and bear a floating rate of interest at the greater of (i) the Reference Rate plusfive percent (5%) and (ii) ten percent (10%), or, if less, the highest rate of interest that may be charged under Applicable Law. Interest will be payable quarterly in arrears.TheloanwillbeevidencedbyapromissorynotesatisfactorytoClassAMemberandwill contain arm’s-length terms and conditions. Remedial loans shall be repaid out of Available Cash Flow before any distributions to any Member, before the repayment of any working capital loans made pursuant to Section3.3, and after payment of other Company expenses, O&M Loans, and Credit Support Loans. Unless repaid earlier, remedial loans will be due and payable at the dissolution of the Company before the repayment of any working capital loans made pursuant to Section3.3, and after payment of O&M Loans and Credit Support Loans, and before liquidating distributions to the Members.

(c)    In no event may the aggregate principal amount of all outstanding remedial loans exceed three million dollars ($3,000,000).

ARTICLEIV

ALLOCATIONS

4.1    Allocations. For purposes of maintaining Capital Accounts, after giving effect to Section4.2and subject to Sections4.3, 4.4and 12.2, all items of Company income, gain, loss, deduction and credit (including the ITC) will be allocated to the Members as follows:

(a)    Subjectto Section4.1(b), inthe following order and priority:

(i)    fromtheEffectiveDatethroughthelaterof(x)thelastdayofthefirstFiscal YearinwhichthelastBlockisPlacedInServiceand(y)thelastdayofthesecondcalendar quarter that immediately follows the calendar quarter in which the last Block is Placed In Service, 99% to the Class A Member and 1% to the Class B Members in accordance with their Pro Rata Shares;

(ii)    thereafterthroughthelastdayoftheRecapturePeriod,67%totheClassA Member and 33% to the Class B Members in accordance with their Pro Rata Shares;

(iii)    fromandafterthefirstdayaftertheRecapturePeriodthroughtheFlipDate, 99%totheClassAMemberand1%totheClassBMembersinaccordancewiththeirPro Rata Shares; and

(iv)    thereafter, 5.00% to the Class A Member and 95.00% to the Class B Members in accordance with their Pro Rata Shares.

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(b)    NotwithstandingtheotherprovisionsofSection4.1(a):

(i)    In the first Fiscal Year in which the Company generates positive taxable income, all items of Company income, gain, loss, deduction and credit will be allocated 99%totheClassAMemberand1%totheClassBMembersinaccordancewiththeirPro Rata Shares; and

(ii)    IftheClassAMemberhasadeficitCapitalAccountbalanceonorafterthe Flip Date, 99% of the amount of items of income and gain shall be allocated to the Class A Member and 1% to the Class B Members in accordance with their Pro Rata Shares and itemsofloss,deductionsandcreditsshallbeallocated5%totheClassAMemberand95% to the Class B Members in accordance with their Pro Rata Shares until the Class A Member’s Capital Account balance is $0. The allocations under this Section4.1(b)(ii)for an Allocation Period to the Class A Member shall be made prior to determining for that AllocationPeriodwhetheranyMemberhasataxabledistributionunderSection731(a)of the Code (and any corresponding adjustments pursuant to Section4.2(g)), so as to minimize to the extent possible any such taxable distribution to the Class A Member; and

(iii)    Any amount received as consideration for the sale of ITCs pursuant to an ITC Transfer will be treated as tax exempt income to the Company and will be allocated to the Class A Member in accordance with Section 6418(c)(1)(B) of the Code and any Treasury Regulations issued with respect thereto, including Section 1.6418-3(b)(2)(iii) of the Treasury Regulations, and any items of deduction attributable to ITC Transfer Costs shall be allocated to the Class A Member.

4.2    Special Allocations. The following special allocations shall be made in the following order:

(a)    In any Allocation Period in which there is a net decrease in Company Minimum Gain, income and gain in the amount of the net decrease will be allocated to Members in the mannerandratiorequiredbyTreasuryRegulationsection1.704-2(f)(6),(g)(2)and(j)(2)(i)orany successorprovision.ThisSection4.2(a)isintendedtocomplywiththeminimumgainchargeback requirement in Treasury Regulation Section1.704-2(f) and shall be interpreted consistently therewith.

(b)    In any Allocation Period in which there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to Member Nonrecourse Debt, then income and gain in the amount of the net decrease will be allocated to each Member who was considered to have had a shareof theMember NonrecourseDebtMinimumGain atthebeginningof theAllocationPeriod inthemannerandratiorequiredbyTreasuryRegulationssections1.704-2(i)(4)and 1.704-2(j)(2)(ii) or any successor provisions. This Section4.2(b)is intended to comply with the partner nonrecourse debt minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)    In the event any Member unexpectedly receives any adjustments, allocations or distributionsdescribedinTreasuryRegulationsections1.704-1(b)(2)(ii)(d)(4),(5)or(6),itemsof

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Company income and gain will be specially allocated to such Member in an amount and manner sufficienttoeliminate,totheextentrequiredbytheTreasuryRegulations,theMember’sAdjusted CapitalAccountDeficitasquicklyaspossible;provided,however,thatanallocationwillbemade underthisSection4.2(c)onlyifandtotheextentthattheMemberwouldhaveanAdjustedCapital Account Deficit after all other allocations provided for in Sections4.1and 4.2have been tentativelymadeasifthisSection4.2(c)werenotinthisLLCA.ThisSection4.2(c)isintendedto qualifyasa“qualifiedincomeoffset”withinthemeaningofTreasuryRegulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)    IntheeventanyMemberhasadeficitCapitalAccountattheendofanyAllocation Periodthatisinexcessofthesumof(A)theamountsuchMemberisobligatedtorestorepursuant to Section12.3and (B) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, except that an allocation pursuant to this Section4.2(d)shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Sections4.1and 4.2have been made as if Section 4.2(c)and this Section 4.2(d)were not in this LLCA.

(e)    Nonrecourse Deductions for any Allocation Period will be allocated to the Members in the same ratio as other income and loss under Section 4.1or 12.2, as applicable.

(f)    Any Member Nonrecourse Deductions for any Allocation Period will be allocated totheMemberwhobearstheeconomicriskoflosswithrespecttotheMemberNonrecourseDebt to which the Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i)(1).

(g)    IftheCompanydistributespropertytoaMemberinliquidationoftheMembership Interest of the Member and there is an adjustment in the adjusted tax basis of Company property under Section734(b) of the Code, then there will be a corresponding adjustment to the Capital Account of the Member receiving the distribution. If the Company distributes cash to a Member inexcessofitsoutsidebasisinitsMembershipInterest,leadingtoanadjustmentintheinsidebasis of the Company property under Section734(b) of the Code, solely for purposes of adjusting CapitalAccountsoftheMembers,theadjustmentintheinsidebasiswillbetreatedasgainorloss and be allocated among the Members in the same ratio as other gain or loss for the Allocation Period in which the adjustment occurs. This Section4.2(g)is intended to comply with Treasury Regulation Sections1.704-1(b)(2)(iv)(m)(2) and (4) and shall be interpreted and applied consistently therewith.

(h)    The allocations in this Section4.2(the “Regulatory Allocations”) are required to complywiththeTreasuryRegulations.TotheextenttheCompanycandosoconsistentlywiththe Treasury Regulations and Section4.4, the net amount of the allocations under this Article IVand Section12.2to each Member will be the net amount that would have been allocated to each MemberifthisLLCAdidnotcontaintheRegulatoryAllocations.Therefore,notwithstandingany other provision of this Section4.2, to the extent the Company can do so consistently with the Treasury Regulations and Section4.4, the Company shall make offsetting special allocations of

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Companyitemsofincome,gain,lossordeductionsuchthat,totheextentpossible,thenetamount ofallocationsunderthis ArticleIVandSection12.2willbethenetamountthatwouldhavebeen allocated to each Member if the LLCA did not contain the Regulatory Allocations.

(i)    Upon a transfer of a Company asset that constitutes “capital gain property” within the meaning of Treasury Regulations Section 1.755-1(a)(1), then notwithstanding any other provision of Section 4.1or 4.2, any item of gain (not including any gain for which Sections 1245(a)(1)or1250(a)wouldapply)resultingfromsuchtransfershallbeallocatedfirst99%toany ClassAMemberthathasadeficitCapitalAccountbalanceinexcessoftheamountsuchMember is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections1.704-2(g)(1)and1.704-2(i)(5)and1%totheClassBMembers,inaccordancewiththeir Pro Rata Shares, to the extent of any such excess, and thereafter 5% in the aggregate to the Class A Members, in accordance with their Pro Rata Shares, and 95% to the Class B Members, in proportion to their Pro Rata Shares.

4.3    Loss Limitations. Notwithstanding Sections4.1, 4.2and 12.2, items of loss or deduction allocated pursuant to each Member (i) shall not exceed the maximum amount of items oflossordeductionthatcanbeallocatedwithoutcausinganyMembertohaveanAdjustedCapital Account Deficit at the end of any Allocation Period and (ii) shall not be made to the Class A Member to the extent that such allocation would result in the increase or recurrence of a deficit CapitalAccountbalanceofsuchClassAMemberfollowingsuchtimeassuchClassAMember’s deficitCapitalAccountbalancehasoccurredandthenhasbeenreducedoreliminated.Intheevent somebutnotalloftheMemberswouldhaveAdjustedCapitalAccountDeficitsasaconsequence of an allocation of items of loss or deduction, the limitation set forth in this Section4.3shall be appliedonaMemberbyMemberbasisanditemsoflossordeductionnotallocabletoanyMember asaresultofsuchlimitationshallbeallocatedtotheotherMembersinaccordancewiththepositive balances insuch Members’CapitalAccounts soas toallocate themaximum permissible items of losses or deduction to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

4.4    Certain Reallocations. Notwithstanding Section4.1, after giving effect to the specialallocationssetforthinSection4.2,iftheallocationssetforthinSection4.1or Section12.2(c)otherwise (x) would result in less than sixty-seven percent (67%) of the general profits of the Company as determined for purposes of Section702(a)(8) of the Code for any Allocation Period during the Recapture Period being allocated to the Class A Member, then all Companyitemsofincome,gain,lossordeductionshallbereallocatedforsuchAllocationPeriod so that not less than 67% of the general profits of the Company as determined for purposes of Section702(a)(8) of the Code are allocated to the Class A Member, (y) would result in less than 5.00% of any item of income or gain for any Allocation Period being allocated to the Class A Member, then such item of income or gain shall be reallocated for such Allocation Period so that not lessthan5.00%ofeachsuchitemofincomeandgainisallocatedtotheClassAMember,or (z)wouldresultinlessthan1%ofanyitemofincome,gain,lossordeductionforanyAllocation Period being allocated to the Class B Members in accordance with their Pro Rata Shares, then to the extent possible after giving effect to clauses (x)and (y), such item of income, gain, loss or deduction shall be reallocated for such Allocation Period so that not less than 1% of each such item is allocated to the Class B Members in accordance with their Pro Rata Shares.

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4.5    AllocationofITC.ItistheintentionoftheMembersthattheallocationsofincome andgainprovidedinSection4.1constitute,forpurposesofTreasuryRegulation Section1.46-3(f)(2)(i),theratioinwhichtheMembersdividethegeneralprofitsoftheCompany (that is, the taxable income of the partnership as described in Section702(a)(8) of the Code) regardless of whether the Company has a profit or a loss for a relevant taxable year. Further, it is theintentionoftheMembersthat,forpurposesofTreasuryRegulationSection1.47-6(a)(2)(i)(b), the allocations provided in Section4.1for Allocation Periods beginning after the Flip Date shall not constitute a reduction in the Class A Member’s interest in the general profits of the Company (thatis,thetaxableincomeoftheCompanyasdescribedinSection702(a)(8)oftheCode)below two-thirds of the Class A Member’s interest in the general profits of the Company for the Allocation Period in which the applicable ITC Eligible property was placed in service by the Company for U.S.federal income tax purposes before the close of the “estimated useful life” of such ITC Eligible Property (treating the “estimated useful life” of the ITC Eligible Property as endingnotearlierthantheendofthefifthanniversaryofitsplacedinservicedateforpurposesof Section 168 of the Code).

4.6    Tax Allocations.

(a)    All allocations of tax items of Company income, gain, deductions and losses for each Allocation Period will be allocated in the same proportions as the allocations of book items of Company income, gain, deductions and losses were made pursuant to Sections 4.1and 4.2.

(b)    Notwithstanding Section4.6(a), if, as a result of contributions of property by a Member to the Company or an adjustment to the value of Company property under Section3.2, there is a difference between the adjusted basis of an item of Company property for U.S.federal incometaxpurposesandasdeterminedunderthedefinitionofGrossAssetValue,thenallocations ofincome,gain,lossanddeductionwillbeallocatedamongtheMemberstotakeintoaccountany variation between the adjusted basis of the property for U.S.federal income tax purposes and its initial Gross Asset Value using the remedial method.

(c)    AllocationspursuanttothisSection4.3aresolelyforpurposesofU.S.federal,state andlocalincometaxesandwillnotaffect,orinanywaybetakenintoaccountincomputing,any Member’sCapitalAccountorshareofitemsofincome,gain,deductionsorlossesordistributions pursuant to any other provision of this LLCA.

(d)    TotheextentanadjustmenttotheadjustedtaxbasisofanyCompanyassetismade under Section743(b) of the Code, any adjustment to the depreciation, amortization, gain or loss resulting from the adjustment will affect the Transferee only and not the Capital Account of the Transferring Member or Transferee. The Transferee will be required to provide to the Company informationabouttheallocationofanystep-uporstep-downinbasistotheCompany’sassetsand the depreciation or amortization method for any step-up in basis to the Company’s assets.

4.7    TransferorChangeinCompanyInterest.IftheMembershipInterestsorallocation ratios described in this Article IVof the existing Members change or a Membership Interest is TransferredincompliancewiththisLLCA,then,fortheAllocationPeriodinwhichthechangeor Transfer occurs, all items of income, gains, losses, deductions, credits and other tax incidents

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resulting from the operations of the Company will be allocated between the Members for the AllocationPeriodinwhichthechangeoccursorbetweentheTransferringMemberandTransferee by taking into account the varying interests using the closing of the books method permitted by Treasury Regulation section 1.706-1(c)(2)(ii), unless the Members agree otherwise in writing.

ARTICLE V

DISTRIBUTIONS

5.1    DistributionsofAvailableCashFlow.

(a)    Subject to Sections3.3,3.4, 3.5, 3.6, 5.1(b), 5.2, 10.1and 12.2of this LLCA, Available Cash Flow will be distributed to the Members as follows:

(i)    onDistributionDatespriortotheFlipDate,20.00%totheClassAMember and 80.00% to the Class B Members in accordance with their Pro Rata Shares; provided, that if the Flip Date has not occurred on or prior to that date that is the seven (7) year anniversaryoftheSCFundingDate(the“TargetFlipDate”),thenonDistributionDates fromtheTargetFlipDateuntiltheFlipDate,50.00%totheClassAMemberand50.00% to the Class B Members in accordance with their Pro Rata Shares; and

(ii)    on Distribution Dates onor after the Flip Date, 5.00% to the Class A Member and 95.00% to the Class B Members in accordance with their Pro Rata Shares.

(b)    NotwithstandingSection 5.1(a):

(i)    SubjecttothetermsoftheConstructionFinancingDocumentswithrespect to proceeds received prior to the SC Funding Date:

(A)    intheeventtheCompanyortheProjectCompanyreceivesproceeds relating to (i) a casualty (other than a Subject Casualty) or condemnation to the ProjectthatwillnotbeusedtorepairtheProject,(ii)anearlyterminationunderthe PPA, (iii) any guaranty, warranty or indemnity claims under any contract or warranty for the Project that will not be used to repair the Project or (iv) title insurance or any other insurance claim relating to the Project, then the Managing Member shall determine the characterization of such net proceeds (i.e., as a paymentfordisallowanceorrecaptureoftheITCorapaymentforlostrevenuesor otherobligationsundertheapplicableagreementorinsurancepolicyorwithrespect to any payments made under any title policy in respect of the Project that are not used to repair or restore the Project) and shall distribute such payment to the Members as appropriate, it being understood and agreed by the Members that a payment characterized as a payment for disallowance or recapture of the ITC (including any gross-up amounts related thereto) shall be distributed to the Members in accordance with the ratios set forth in Section4.1(a)and all items of incomeassociatedtherewithshallbeallocatedtotheMembersinaccordancewith Section4.1(a), and a payment characterized as a payment for lost revenues under an applicable agreement or insurance policy shall be distributed in a manner to

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restore,tothegreatestextentpossible,eachoftheMemberstothepositionthatthey wouldhavebeeninhadtheeventorcircumstancegivingrisetosuchproceedsnot occurred, in each case, based upon the Tracking Model results on the date immediately preceding the occurrence of such event or circumstance; provided¸ that in the event that such net proceeds exceed $250,000, the Managing Member shall notify the Members in writing of the proposed characterization and provide anupdatedBaseCaseModeldemonstratingtheimpactofsucheventandproceeds on the Flip Date; and if the Flip Date will be delayed beyond one (1) calendar quarter, any such characterization and proposed distribution shall be approved by theConsentoftheMembers;andifnoagreementhasbeenreachedbytheMembers withinthirty(30)DaysfollowingreceiptbytheProjectCompanyortheCompany of an amount described in this Section5.1(b)(i)(A), then the actual determination shallbefinallyreferredtoindependentpublicaccountingfirmappointedjointlyby the Members; and

(B)    intheeventtheCompanyortheProjectCompanyreceivesproceeds (including Loss Proceeds) relating to a Subject Casualty that will not be used to repairtheProjectinaccordancewithSection6.9,suchproceedsshallbedistributed one hundred percent (100%) to the Class A Member until (x) in the case of total casualty,theClassAMemberreachestheTargetIRRor(y)inthecaseofapartial casualty,theTrackingModeldemonstratesthattheFlipDateisanticipatedtooccur on or before the Flip Date estimated by the Tracking Model prior to the Subject Casualty, and in each case thereafter, any remaining amounts shall be distributed in accordance with Section 5.1(a)(ii);

(ii)    anyamountsreceivedasareturnofSupportObligationsprovidedbyaClass BMemberthatarereplacedwithSupportObligationsprovidedbyaClassBMembershall be distributed entirely to the applicableClass B Member providing such replacement Support Obligations;

(iii)    anyamountsreceivedinrespectofanynetworkorinterconnectionupgrade refundspursuanttotheInterconnectionAgreementshallbedistributedentirelytotheClass B Members;

(iv)    any amounts received as delay liquidateddamages under any Project Document net of the portion thereof necessary to pay Delay Damages (as defined in the PPA) in accordance with Section3.3(a)shall be distributed entirely to the Class B Members;

(v)    any amounts received in respect of any test revenuesunder the PPA shall be distributed entirely to the Class B Members;

(vi)    any funds remaining in the Final CompletionAccount after the Project reaches Final Completion will be distributed to the Initial Class B Member and will be treated, to the extent eligible, as a reimbursement of pre-formation expenditures to the extent permitted by Treasury Regulations section 1.707-4(d);

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(vii)    with respect to any Allocation Period that begins after the Flip Date, as determined under the procedures set forth in Section10.1, on each Distribution Date, Available Cash Flow that would otherwise have been distributed to the ClassB Members inaccordancewiththeirProRataSharesshallinsteadbedistributedtotheClassAMember totheextentnecessarysuchthat,aftergivingeffecttotheamountsdistributedtotheClass A Member pursuantto this Section 5.1(b)(vii)and otherwise distributable to the Class A MemberspursuanttoSection5.1(a),theClassAMemberreceivesanamountatleastequal tothe productof (i) the Corporate Tax Rate and (ii) the net federal taxable income recognizedbytheClassAMemberinexcessofthetaxableincomeallocatedtotheClassA Member pursuant to Section 4.1(a)(iv)with respect to such AllocationPeriod as a consequence of its ownership of an interest in the Company (aftertakingintoaccountany amount of Tax Benefit that was previously suspended under Code Sections 704(d) and 163(j) with respect to such Class A Member and is now available to offset any such additional net taxable income);

(viii)    notwithstanding anything in this Agreementto the contrary, if a Recapture EventoccursasaresultofaSubjectCasualty,then(A)totheextentnototherwisereflected in the Tracking Model in accordance with the provisions of Article Xor the other provisions of this Agreement, the Tracking Model shall be modified to reflect the amount of ITCs subject to such recapture, reduction, loss or disallowance resulting from such Subject Casualty (including the forecast of future Available Cash Flow after any planned rebuild or repair), and the ITCs and other Tax Benefits to be allocated to the Class A MembersuponanyplannedrebuildorrepairoftheProjectinaccordancewithSection6.9(all determined in a manner consistent with the Base Case Model), and (B) the amount of AvailableCashFlowotherwisedistributabletotheClassAMemberspursuanttoSection5.1(a)shall be modified to the extent necessary to cause the Flip Date to occur as closely as possible to the Flip Date estimated by the Tracking Model prior to revision to reflect such Subject Casualty, and the consequences thereof, but not to exceed 50% of the Available Cash Flow that would otherwise have been distributed to the Class B Members under this Section5.1, taking into account any amounts already distributed pursuant to Section 5.1(b);

(ix)    notwithstandingthe foregoingprovisions of this Section 5.1, in the event that,aftertheSCFundingDateandpriortotheAdjustmentOutsideDate,thereisaChange in Tax Law which results in an ITC Loss, the percentages set forth in Section 5.1(a) with respect to the Class A Member shall be adjusted to the extent necessary to preserve the Target Parameters and the Target Flip Date (the “IRA Post Funding Adjustment”); provided, that in no event shall the IRA Post Funding Adjustment allow the Class A Membertobeentitledtomorethanfiftypercent(50%)ofAvailableCashFlow;provided, further, that if the IRA Post Funding Adjustment is insufficient to preserve the Target Parameters,theManagingMembershallhavetheobligationtomakeanadditionalCapital Contribution to the Company, which shall be distributed to the Class A Member in order to preserve the Target Parameters and Target Flip Date. The Class B Member shall reimbursetheClassAMemberforallreasonableanddocumentedlegalcostsandexpenses

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of the Class A Member incurred in connection with implementing this Section 5.1(b)(ix); and

(x)    notwithstandingtheforegoingprovisionsofthisSection5.1,intheevent(i) a Proposed Change in Tax Law that was incorporated in the SC Funding Date Base Case Modeland by the Adjustment Outside Date, (X) such Proposed Change in Tax Law (or any bill that has the same impact as such Proposed Change in Tax Law) has not been enacted into law or (Y) such Proposed Change in Tax Law is enacted into law with modificationsor amendments,then, inthe caseof clause(X) above,by thedate thatis ten (10)days(excludingSundays)aftertheAdjustmentOutsideDate,orinthecaseofclause (Y)above,30daysfromtheenactment ofsuchProposedChangeinTax Law:

(A)    the Base Case Model as of the SC Funding Dateshall be rerun withoutregardtotheProposedChangeinTaxLawtakenintoaccountinsuchBase Case Model, but otherwise in accordance with, and without any changes to, the assumptions reflected therein, and if clause (Y) above applies, taking into account theProposedChangeinTaxLawasmodifiedoramendedandenacted(suchrerun Base Case Model, the “True-Up Base Case Model”); and

(B)    in the event that the True-Up Base Case Model demonstrates that theFlipDatewouldbeacceleratedundertheP50productioncaseintheBaseCase ModeldeliveredpursuanttoSection4.3(b)oftheECCA,attheClassAMember’s option,either(x)thepercentagessetforthinSection5.1(a)shallbeadjustedtothe extentnecessarytopreservetheTargetParameters;or(y)theClassAMembershall make a Capital Contribution to the Company in an amount equal to the difference betweentheamountthatwascontributedbytheClassAMemberontheapplicable Funding Date and the amount that the Class A Member would have been required tocontributewithoutregardtotheapplicableProposedChangeinTaxLaw,as determined by the True-Up Base Case Model, and 100% of such amount shall be distributedbytheCompanytotheClassBMemberasaspecialdistribution.Inno event will the Investor be required to make a Capital Contribution that will result in its total contributions exceeding the cap described in the definition of Commitment (as defined in the ECCA).

The Class B Member shall reimburse the Class A Member for all reasonable and documented costs and expenses (including attorney’s fees) of the Class A Member incurred in connection with implementing this Section 5.1(b)(ix).

5.2    SatisfactionofCertainObligationsoftheClassBMemberstotheClassAMember. During any period when there is an unpaid Indemnification Claim under Section11.1that is not beingdisputedbytheClassBMemberortheClassBMemberGuarantorandthatremainsunpaid byoronbehalfofanyIndemnifyingPartyafterthedatewhenpaymentisdueinaccordancewith Section11.3(b), and the applicable Indemnified Party has submitted a demand of payment to the Class B Member Guarantor in accordance with the Guaranty, commencing with the next DistributionDateoccurringafterthe30-dayperiodfollowingsuchdemand,thegreaterof(a)50% of the Available Cash Flow that would otherwise have been distributed to the Class B Members

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under Section5.1and (b) 100% the Available Cash Flow that would otherwise have been distributed to the Class B Members under Section5.1less the amount needed to pay Permitted Debt Service, will be paid instead to the Indemnified Parties to the extent necessary to pay the undisputed portion of such Indemnification Claim, provided, for purposes of clarity, that any portion of such Indemnification Claim that is in dispute shall instead be paid into a segregated account used solely for such purpose, maintained at a commercial bank that is a member of the Federal Reserve System and has a combined capital and surplus of at least $1,000,000,000, up to theamountofsuchdisputedclaim,andshallbepayabletotheapplicableIndemnifiedPartyupon final resolution of the relevant disputed claim. Amounts paid to the Indemnified Parties pursuant to this Section5.2will be treated as if distributed to the Class B Members and then immediately paid by the Indemnifying Party to the Indemnified Party.

5.3    Withholding. Notwithstanding any other provision of this LLCA, the Company shall comply with any withholding requirements under any Applicable Law and shall remit amountswithheldto,andfilerequiredformswith,applicabletaxingauthorities.Totheextentthat theCompanyisrequiredtowithholdandpayoveranyamountstoanytaxingauthoritywithrespect todistributionsorallocationstoanyMember,theamountwithheldshallbetreatedasadistribution of cash to such Member in the amount of such withholding. It shall be the duty of the Managing Member to cause the Company to comply with such requirements and to take such actions. If an amount required to be withheld was not withheld from an actual distribution, the Company may reduce subsequent distributions by the amount of such required withholding and any penalties or interest thereon. Each Member agrees to furnish to the Company such forms or other documentationasisnecessarytoassisttheCompanyindeterminingtheextentof,andinfulfilling, its withholding obligations.

ARTICLE VI

MANAGEMENT

6.1    ManagingMember;OperationsManager.

(a)    The Initial Class B Member is appointed by the Members as the initial Managing Member of the Company. Except as provided in Section6.2, or as otherwise expressly provided in this LLCA, the Managing Member will exercise day-to-day control over the activities of the CompanyandtheProjectCompany(throughitsmanagementoftheCompanyasthesolemember oftheProjectCompany),willhavefullpowerandauthorityonbehalfoftheCompanytomanage and administer the business and affairs of the Company and the Project Company (through its management of the Company as the sole member of the Project Company), to sign for on behalf of the Company and the Project Company, and to bind the Company and the Project Company, and to do or cause to be done any and all acts necessary or appropriate to conduct the business of the Company and the Project Company.

(b)    Withoutlimitingtheforegoing,theManagingMemberwill,inaccordancewiththe PrudentOperatorStandardandthestandardofcaresetforthinSection6.2:(i)causetheCompany or the Project Company to perform and pursue the Company’s and the Project Company’s obligationsandrightsundertheTransactionDocumentsandtheProjectDocumentstowhichitis apartyand,priortotheSCFundingDate,theConstructionFinancingDocumentstowhichitisa

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party; (ii) ensure material compliance by the Company and the Project Company with any ApplicableLaw,includingEnvironmentalLaws,Anti-TerrorismLawsandlawsofaCompliance Authority or relating to Sanctioned Persons and Sanctioned Countries; and (iii) not cause the CompanyortheProjectCompanytotakeoromittotakeanyactionthatwouldresultinamaterial breach or an event of default, or that would permit or result in the acceleration of any obligation orterminationofanyright,underanyTransactionDocumentorProjectDocumenttowhichitisa party and, prior to the SC Funding Date, the Construction Financing Documents to which it is a party; provided, that, for the avoidance of doubt, Managing Member will be entitled to all applicableprotectionsofSection6.4andthewaiversetforthinSection6.4insodischargingsuch obligations.

(c)    TheManagingMemberwillenforceanyAffiliateContractinmaterialcompliance with its terms. Upon a default under an Affiliate Contract, the Managing Member will exercise remedies under the Affiliate Contract in consultation with the Class A Member. The Managing Member shall neither exercise its remedies under the Affiliate Contract, nor fail to exercise such remedies, absent the express, prior consent of the Class A Member, which shall not be unreasonably withheld, conditioned or delayed.

(d)    TheProjectCompanyhasenteredintotheAssetManagementAgreementpursuant to which the Asset Manager shall be responsible for the administration of certain Project Documents and the day-to-day operations of the Company and the Project Company, and the Members acknowledge and agree that the Managing Member may, to the fullest extent permitted byApplicableLaw,delegatetotheAssetManageralloranypartofitspowerandauthorityasthe Managing Member hereunder (subject to consent rights set forth in Section6.2(b), and other matters requiring a vote by the Members pursuant to this LLCA) pursuant to the Asset Management Agreement.

(e)    The Class A Member is appointed by the Members as the initial Operations Manager of the Company subject to the Project Company obtaining all necessary approvals from anyGovernmentalAuthority,includingwithoutlimitationtheFERC203Approval,andtheduties andobligationsoftheOperationsManagershallbelimitedtosuchdutiesandobligationsthatare setforthinSchedule1andasotherwiseexpresslysetforthinthisLLCA;provided,however,that, for the avoidance of doubt, the Class A Member shall not be obligated to, and shall not, act as or perform the duties and obligations of the Operations Manager for the Project Company or the Company (1) until after the Placed In Service Date, and (2) unless and until the FERC 203 Approvalhasbeenobtained.IncarryingoutthedutiesandobligationssetforthinSchedule1and as otherwise expressly set forth in this LLCA, the Operations Manager will have full power and authority on behalf of the Company and the Project Company (through its management of the Company as the sole member of the Project Company) to sign for on behalf of the Company and the Project Company (with the prior written consent of the Managing Member), to bind the CompanyandtheProjectCompany(withthepriorwrittenconsentoftheManagingMember),and to do or cause to be done any and all acts necessary or appropriate to fully discharge such duties andobligations.TheOperationsManagershallhavenoauthoritytotakeanyactionfororonbehalf of the Company or the Project Company, except as expressly set forth in this Section, and shall not be entitled to any compensation for performing the services contemplated hereby.

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6.2    Standardof Care;Delegation; Required Consents.

(a)    The Managing Member and the Operations Manager will be required to perform their respective duties and obligations under this LLCA in accordance with Applicable Law, in good faith and in a manner reasonably believed to be in the best interest of the Company, the ProjectCompanyandtheProjectand,withrespecttooperationandmanagementoftheProject,in accordance with the Prudent Operator Standard; provided, that to the fullest extent permitted by Applicable Law, that it shall not be a breach of the Managing Member’s or the Operations Manager’s standard of care and neither the Managing Member nor the Operations Manager shall be responsible hereunder for the negligence, gross negligence or willful misconduct of, or breach of contract by, any sufficiently qualified Person engaged by the Managing Member or the OperationsManager,asapplicable,pursuanttoacontractthatrequiressuchPersontoperformits dutiesinaccordancewiththePrudentOperatorStandard(orsubstantiallysimilarstandardofcare) if such Person is sufficiently qualified to perform such duties and the Managing Member or the Operations Manager, as applicable, is diligent in its oversight of such Person in accordance with the Prudent Operator Standard; provided, further, that (i)the foregoing proviso shall not be applicabletoanyagreementwithanAffiliateoftheManagingMemberortheOperationsManager, as applicable, and (ii)the Managing Member shall be obligated to administer and enforce the agreements to which each of the Company and the Project Company is a party in a commercially reasonable manner in accordance with their respective terms; provided, further, that (A) it shall not be a breach of the Managing Member’s standard of care and the Managing Member shall not be responsible hereunder for the negligence, gross negligence or willful misconduct of, or breach of this LLCA by, the Operations Manager and (B) it shall not be a breach of the Operations Manager’sstandardofcareandtheOperationsManagershallnotberesponsiblehereunderforthe negligence, gross negligence or willful misconduct of, or breach of this LLCA by, the Managing Member.

(b)    Notwithstanding any other provision of this LLCA to the contrary, except to the extent any such action is reasonably necessary, as determined by the Managing Member, in responsetoanunexpectedeventorcircumstanceoccurringattheProjectthat(1)unlessremedied or addressed immediately, poses actual or imminent risk of (a) personal injury, (b) material propertydamageto,orimpairmentofvalueof,theProjector(c)animminentviolationof ApplicableLawnotprecipitatedbyanybreachoftheManagingMember’sobligationshereunder, and (2) requires, in the good faith and reasonable determination of the Managing Member, immediate preventative or remedial action, the Managing Member and the Operations Manager maynotcausetheACSubsidiary,theCompanyortheProjectCompany,asapplicable,totakeany of the following actions without the prior written Consent of the Members, such Consent of the Members not to be unreasonably withheld, conditioned or delayed:

(i)    doanyact,oromittotakeanyact,inmaterialbreachofitsobligationsunder any Transaction Document or the organizational documents of the AC Subsidiary, the Company or the Project Company;

(ii)    (A) during the Recapture Period, sell, lease, transfer, assign, distribute or disposeoftheProjectoritsAssetsoranyownershipinterestintheProjectCompanyorthe

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AC Subsidiary or its assets, or (B) following the Recapture Period, sell, lease, transfer, assign, distribute or dispose of the Project, the Company, any ownership interest in the Project Company, any ownership interest in the AC Subsidiary owned by the Project Company or any of their Assets with a fair market value prior to the later of (x) the Flip Date and (y) the date upon which any negative Capital Account balance of the Class A Memberhasbeenreducedtozero(the“DROZeroDate”)(thelaterofclauses(x)and(y), the “Consent Date”), in excess of $500,000 in any year or $2,000,000 in the aggregate, andonandaftertheConsentDate,inexcessof$350,000inoneoraseriesoftransactions, ineachcase,otherthanadispositionofAssetsthatareobsolete,beyondrepair,surplusor no longer required for such Project and sales or transfers of electricity, RECs, other renewable energy credits and other power attributes; provided, however, that any funds receivedbytheACSubsidiarypursuanttotheDukeASOAAgreementshallnotbesubject to this Section 6.2(b)(ii) and shall be distributed in accordance with that agreement.;

(iii)    cause the Company orthe Project Company to engage in any business or activity that is not within the purpose of the Company described in Section2.5or the purpose set forth in the AC Subsidiary’s or the Project Company’s organizational documents, or to change such purpose;

(iv)    causetheCompanyortheACSubsidiarytoelecttobetreatedotherthanas a partnership, or the Project Companyto be treated other than as a disregarded entity, for U.S.federal income tax purposes;

(v)    permit on behalf ofthe AC Subsidiary, the Company or the Project Company, or cause the Company or the Project Company to enter into or permit: (A) any amendmentormodification,anywaiverorterminationofanyprovisionof,orassignment of, any Governmental Approval, any Material Project Document, any Construction Financing Document (prior to the SC Funding Date) or any Transaction Document, other than any such amendments, waivers or modifications (I) to correct ministerial or clerical errors or (II) that relate solely to increased costs and such amendment, waiver or modification would not reasonably be expected to result in additional cost to the Project CompanyortheCompanyinexcessof(x)$250,000(or,aftertheConsentDate,$750,000) in any consecutive twelve (12)-month period, (B) (I) on or prior to the Consent Date, a substitutionorreplacementofanyMaterialProjectDocument,exceptforsubstitutionor replacementcontractsthatcontaintermsnolessfavorabletotheCompanyandtheProject Company than those in the Material Project Document being substituted or replaced and, on and after the Consent Date, thatwould not reasonably be expected to cause a Material Adverse Effect, or (II) a substitution or replacement of any Construction Financing Document(priortotheSCFundingDate),(C)anynewcontractoragreementthatinvolves amountstobepaidbyanypartyorparties,priortotheConsentDateinexcessof$250,000, andonandaftertheConsentDate,$750,000or(D)anynewcontract,oranyamendment, renewalorterminationofanyexistingcontract,withanAffiliateofanyClassBMember, and that on and after the Consent Date, is other than on arms-length terms;

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(vi)    (A) compromise, settle or consent to any decision or entry of judgment in connection with any dispute (whetheror not governed by contractual dispute resolution procedure), litigation, or arbitration where any such compromise, settlement, consent or decision (I) would reasonably be expected to have a Material Adverse Effect on the CompanyortheProjectCompany,(II)involvesamountstobepaidbyanypartyorparties in excess of $500,000, and on and after the Consent Date, $1,000,000 for any single proceedingor$500,000intheaggregateandonandaftertheConsentDate,$1,000,000in the aggregate, (III) includes consent to or award of an injunction, specific performance or other equitable relief by the AC Subsidiary, the Company, the Project Company or any Member or (IV) that includes a criminal investigation or criminal proceedings against the ACSubsidiary,theCompany,theProjectCompanytheManagingMemberoranyoftheir respective officers, Managing Members or directors (but only to the extent such investigation or proceeding relates to such officer’s, Managing Member’s or director’s actionsorfailuretoactintheircapacityasanofficer,ManagingMemberordirectorofthe AC Subsidiary, the Company, the Project Company or the Managing Member), or (B) waive or forfeit any material claim or remedy or other material economic interest under anyTransactionDocumentorMaterialProjectDocumentor,priortotheSCFundingDate, any Construction Financing Document;

(vii)    remove the EPC Contractor, Operator, Energy Manager or Asset Manager prior to the scheduled expiration or terminationof the EPC Contract, O&M Agreement, EnergyManagementServicesAgreementorAssetManagementAgreementthenineffect and appoint a new EPC Contractor, Operator, Asset Manager or Energy Manager;

(viii)    cause the Company topermit (A) possession of property of the Company or the Project Company by any Member or (B) the assignment, mortgage, transfer, Encumbrance (other than Permitted Encumbrances) or pledge of rights of the AC Subsidiary or the Company in specific property or Assets of the Company, the AC Subsidiary or the Project Company (other than, prior to the SC Funding Date, any pledge to the Collateral Agent under the Construction Financing Documents) or to assign any moniesowingortobeowingtotheACSubsidiary,theProjectCompanyortheCompany, in each case other than in accordance with the Transaction Documents;

(ix)    (A) prior to the Consent Date, cause the AC Subsidiary, the Company or the Project Company to initiate anylitigation or arbitration that involves amounts to be paidbyanyparty orpartiesinexcessof$500,000or(B)aftertheConsentDate,causethe ACSubsidiary,theCompanyortheProjectCompanytoinitiateanylitigationorarbitration that involves amounts to be paid by any party or parties in excess of $1,000,000;

(x)    amend the DelawareCertificate or other organizational document of the Company or the Project Company (other than amendments to change the authorized signatories, registered agent or registered office of the Company or the Project Company or ministerial changes);

(xi)    causetheCompanytoadvanceanycompensationorotherconsiderationto the Managing Member or any of itsAffiliates, other than in accordance with the

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Transaction Documents or the Project Documents in place immediately prior to the payment of such compensation or consideration;

(xii)    cause the AC Subsidiary, the Company or the Project Company to (A) merge or consolidate with any Member or other Person, or cause the AC Subsidiary, the Company or the Project Company to agree to an exchange of interests with any other Person, or acquire all or substantially all of the Assets or stock of any other Person or (B) purchase or own the stock or other equity interest in any other Person (other than the Company’s equity in the Project Company, the Project Company’s interests in the AC Subsidiary,and investments permitted under Section8.5) or enter into any joint venture or partnership;

(xiii)    cause the AC Subsidiary, the Company or the Project Company to convert to a general partnership or otherentity or otherwise change its legal form, recapitalize, liquidate,wind-upordissolve(otherthan,inthecaseoftheCompany,inaccordancewith the terms of this LLCA);

(xiv)    cause the AC Subsidiary, the Company or the Project Company to take or fileanyactionorinstituteanyproceedingsinBankruptcy,serveasapetitioningcreditorin connection with an involuntary petition against the Company or the Project Company, cooperatewithcreditorstocommenceaninvoluntarybankruptcypetition,guaranteesuch creditors’claims,ortakeanyactiontoencourageorassistinanywaywithaninvoluntary bankruptcy petition against the AC Subsidiary,the Company or the Project Company;

(xv)    cause the Companyto make any distribution to any Member, except as specified in this LLCA, or fail to distribute all Available Cash Flow on each Distribution Date in accordance with Article V, or fail to cause the Project Company to distribute all available cash to the Company in accordance with its limited liability company operating agreement;

(xvi)    causetheCompanyortheProjectCompanytorepurchaseanymembership interests in the Company or the Project Company, except, in the case of the Company, pursuant to a Buyout Event or the Purchase Option;

(xvii)    admit any additionalMember of the Company or the Project Company or issue, sell, dispose of, or transfer any Membership Interest of the Company, any membership interest of the Project Company, any securities convertible, exchangeable or exercisableintoanyMembershipInterestoftheCompanyoranymembershipinterestof theProjectCompany,orwarrants,options,calls,rightsoffirstoffer,rightsoffirstrefusal, tagalongrights,dragalongrights,preemptiverightsorothercommitmentsorrightsofany characterentitlinganyPersontoacquireanyMembershipInterestoftheCompanyorany membership interest of the Project Company, in each case, except as permitted under the transfer provisions of this LLCA;

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(xviii)    take any action specificallyreserved to the Members under this LLCA (includingintheircapacityasPartnershipRepresentativeorOperationsManager)orunder any other Transaction Document;

(xix)    (A)compromise,adjustorsettleanyinsuranceclaimoftheACSubsidiary, theCompanyortheProjectCompanywherethepotentialrecoveryisinexcessof $1,000,000,andonandaftertheConsentDate,$2,000,000or(B)causetheACSubsidiary, theCompanyortheProjectCompanytoamend,restate,reviseorotherwisemodifyinany material respect any insurance policy of the AC Subsidiary, the Company or the Project Companyorissueanyadditionalendorsementtoanysuchpolicy,thatdirectlyorindirectly would materially and adversely affect the rights or coverages afforded to the AC Subsidiary,theCompany,theProjectCompanyortheClassAMemberundertheexisting policy;

(xx)    (A) other thanpursuant to Sections3.3,3.4, 3.5and 3.6and the ConstructionFinancingDocuments(priortotheSCFundingDate),incurorcausetheAC Subsidiary, the Company or the Project Company to incur any Indebtedness except for unsecuredIndebtednessoftheCompanyortheapplicableProjectCompanyinaprincipal amount not to exceed $250,000 and on and after the Consent Date (but only if the subsections (x) and (y) of Section 6.2(b)(ii) have been achieved) $2,000,000 or (B) cause the AC Subsidiary, the Company or the Project Company to loan any funds of the AC Subsidiary, the Company or the Project Company to any Person;

(xxi)    except for the SupportObligations and the Construction Financing Documents(priortotheSC FundingDate),causetheAC Subsidiary,theCompanyorthe Project Company to guarantee, in the name or on behalf of the AC Subsidiary, the Company or the Project Company, the payment of money or the performance of any contract or other obligation of any Person;

(xxii)    amend the Approved Budget to increase projected expenditures or expend funds in excess of the aggregate amounts inthe Approved Budget for the AC Subsidiary, the Company and the Project Company for any Fiscal Year, except for amendments or expenditures that (A) do not increase the aggregate spending under the Approved Budget for the AC Subsidiary, the Company and the Project Company above 110% of the aggregate expenses reflected in the Approved Budget or (B) as reasonably determined by the Managing Member, are necessary on an emergency basis to preserve and protect the Assets of the AC Subsidiary, the Company or the Project Company upon an accident, mechanical failure, catastrophe or similar event or to avoid the imminent violation of law or injury or death to any natural person (and, in the case of this clause (B), with prompt notice to the Members);

(xxiii)    cause the AC Subsidiary, the Company or the Project Company to make any capital expenditures, other than (A) below 110% of the expenditures as contemplated by the Approved Budget, (B) expendituresrequired by law or otherwise mandated by a Governmental Authority (and, in the case of this clause (B), with prompt notice to the Members),or(C)expendituresnecessarytopreventormitigateoreliminateanemergency

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situation(and,inthecaseofthisclause(C),withpromptnoticetotheMembers)andeven then only to the extent that such action is taken to prevent or mitigate or eliminate the effects of such emergency while the emergency is ongoing and promptly thereafter;

(xxiv)    cause the AC Subsidiary, the Company or the Project Company to take or omittotakeanyactionthatwouldresultinamaterialbreachoraneventofdefault,orthat would permit orresult in the acceleration ofany materialobligationor terminationof any right, under any Material Project Document or, prior to the SC Funding Date, any Construction Financing Document;

(xxv)    cause the Company or the Project Company to decommission or permanently remove the Project fromservice, except as (A) required by law, consistent with the Prudent Operator Standard or (B) as required by the exercise of an early termination under the PPA for which the Company or the Project Company receives a termination payment;

(xxvi)    cause the Companyor the Project Company to (A) change its methods of accounting as in effect as of the Effective Date, except as required by GAAP, or take any action, other than reasonable and usual actions in the ordinary course of business or specificallycontemplatedundertheProjectDocuments,withrespecttoaccountingpolicies or procedures, unless required by GAAP, (B) consent to any tax audit adjustment or (C) approve any replacement of the Certified Public Accountant;

(xxvii)    allow any electricityfrom the Project to be used to heat a swimming pool or to be sold to a Member or Affiliate of a Member;

(xxviii)    other than in itscapacity as the Partnership Representative (if applicable) inaccordancewithArticleVII,makeanytaxelection,orcausetheCompanytomakeany tax election, other than as provided herein;

(xxix)    causetheACSubsidiary,theCompanyortheProjectCompanytohireany employees, enter into or adopt any bonus, profit sharing, thrift, compensation, option, pension, retirement, savings, welfare, deferred compensation, employment, termination, severanceorotheremployeebenefitplan,agreement,trust,fund,policyorarrangementfor the benefit or welfare of any directors, officers or employees of the AC Subsidiary, the Company or the Project Company or transfer any of the AC Subsidiary’s, the Company’s or the Project Company’s Assets to satisfy any liabilities of any Class B Member or its Affiliates arising from ERISA;

(xxx)    seek any privateletter ruling from the IRS relating to the transactions contemplated hereunder;

(xxxi)    causetheCompanyorProjectCompanytoengageinanyspeculativeenergy trading, excluding hedge or swap arrangements, renewable energy credit sales, forward contracts, transactions pursuant to the Energy Management Services Agreement, and similar transactions for the Project and replacements therefor;

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(xxxii)    claimanyenergycommunitybonuscreditavailableunderSection48(a)(14) oftheCodewithrespecttotheProjectorthedomesticcontentbonuscreditavailableunder Section48(a)(12)oftheCodecreditorelecttotransferanyITCspursuanttoSection6418 of the Code except as permitted by Section 8.11;

(xxxiii)    make any amendmentto or modification of any of the methodology, conventions,formulasorrulessetforthintheBaseCaseModel,exceptforthoseexpressly contemplated by, and made in accordance with, the provisions set forth in this LLCA or the ECCA;

(xxxiv)    take any action thatwould cause the Project Company to cease to be an ExemptWholesaleGeneratororfailtotakeanyactionneededfortheProjectCompanyto continue to be an Exempt Wholesale Generator;

(xxxv)    take any action thatwould result in the loss of, or any restrictions or limitationson,theProjectCompany’sMBRAuthority,orfailtotakeanyactionnecessary for the Project Company to have MBR Authority and comply with FERC’s rules with respect to such MBR Authority; or

(xxxvi)    takeanyactionthatwouldcausetheProjectCompanytobecomea“public utility” or fail to take any action needed to prevent the Project Company from being a “public utility” under N.C. Gen. Stat. § 62-3(23);

provided, however, that each decisionthat relates to the AC Subsidiary identified in this Section6.2(b)shallbesubjecttotheProjectCompany’srights(includinganylimitations thereon) and obligations set forth in the AC Subsidiary LLCA

(c)    Any action taken by the Managing Member in compliance with the Prudent Operator Standard (i) that is necessary to comply with Applicable Law including the permanent cessation of operation of the Project that is the result of a casualty, force majeure event or other event outside of the reasonable control of the Managing Member or (ii) which arises from circumstances not within the Managing Member’s reasonable control that results in an event of default under any Project Documents shall not, in either case of clauses (i)and (ii), constitute a breachoftherequirementtoobtaintheConsentoftheMembersrequiredpursuantto Section 6.2(b).

6.3    RemovalofManagingMember;RemovalandResignationofOperationsManager.

(a)    The Managing Member will be subject to removal as Managing Member by the Members who are not Affiliates of the Managing Member upon written notice that any of the following has or have occurred:

(i)    the Class A Member has brought a good faith claim that the Managing Memberhasengagedinfraud,grossnegligence,orwillfulmisconduct;provided,however, that if an Order provides that the Managing Member did not engage in fraud, gross negligence or willful misconduct, then (A) the Managing Member shall be immediately

26

reinstated as the Managing Member, and (B) the Class A Member shall reimburse the Managing Member, the Company, and their respective Affiliates for all documented out-of-pocket expenses arising from or related to the Managing Member’s removal or defending such claim and shall indemnify and hold harmless the Managing Member for anyactionstakenbytheCompanybetweenthedateofremovalandthedateoftheOrder;

(ii)    the Managing Member or itsAffiliate breaches any of its representations and warranties or covenants in the ECCA, this LLCA or, solely with respect to the Managing Member, any other Transaction Document to which it is a party and (to the extent such material breach is capable of being cured) such material breach has not been curedwithinthirty(30)daysofreceivingwrittennoticefromtheClassAMemberofsuch breach (or within ten (10) days of receiving written notice from the Class A Member of suchbreach,inthecaseoffailuretomakecashdistributions),andifsuchbreachcannotbe cured within such period, and the Managing Member or such Affiliate is proceeding with diligencetocuresuchbreach,thethirty-daycureperiodshallbeextendedbyanadditional period of up to sixty (60) additional days for a total cure period of ninety (90) days;

(iii)    theManagingMemberbreachesitscovenantsinthisLLCAandsuchbreach directly causes a failure by the Company or the Project Company to materially comply with their respective insurance requirements in such a manner as to create a situation that would reasonably be expected to result in a lapse of property or liability coverage for the Company or the Project Company and such failure has not been cured within sixty (60) days of receiving written notice from the Class A Member of such failure, provided, however,thatiftheCompanyortheProjectCompany,asapplicable,isdiligentlyseeking to replace such insurance coverage during such sixty (60) day period but such insurance coverage is not available on market terms then, subject to the granting of a waiver in accordance with Section 1.5 of Schedule 2hereto, such breach shall be deemed cured for purposes of this Agreement;

(iv)    the occurrence of a Changeof Member Control with respect to the Managing Member that is not permitted or consented to in accordance with Article IX;

(v)    the Managing Member failsto make any member loan to the Company as and when required hereunder; and

(vi)    the Class B Member Guarantoror the Managing Member becomes Bankrupt.

(b)    TheManagingMemberwillberemovedautomatically,withoutanyfurtheraction or notice if the Managing Member or the Class B Member Guarantor is Bankrupt, unless each of the Members who are not Affiliates of the Managing Member elect otherwise.

(c)    If the Managing Member is removed, the Members who are not Affiliates of the removed Managing Member will elect a successor Managing Member, subject to the Company andthereplacementManagingMemberobtainingallnecessaryapprovalsfromanyGovernmental Authority.

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(d)    TheOperationsManagerwillbesubjecttoremovalasOperationsManagerbythe Members who are not Affiliates of the Operations Manager upon written notice that any of the following has or have occurred:

(i)    the Class B Memberhas brought a good faith claim that the Operations Managerhasengagedinfraud,grossnegligence,orwillfulmisconduct;provided,however, that if an Order provides that the Operations Manager did not engage in fraud, gross negligence, or willful misconduct, then (A) the Operations Manager shall be immediately reinstated as the Operations Manager, and (B) the Class B Member shall reimburse the Operations Manager for all documented out-of-pocket expenses arising from or related to the Operations Manager’s removal or defending such claim and shall indemnify and hold harmlesstheOperationsManagerforanyactionstakenbytheCompanybetweenthedate of removal and the Order;

(ii)    the occurrence of a Changeof Member Control with respect to the Operations Manager that is not permitted or consented to in accordance with Article IX;

(iii)    upon a Transfer that, takentogether with all prior Transfers of Class A Units,constitutesaTransferofmorethan50%oftheaggregatenumberofClassAUnits; or

(iv)    theOperationsManager becomesBankrupt.

(e)    TheOperationsManagerwillberemovedautomatically,withoutanyfurtheraction or notice if the Operations Manager is Bankrupt, in the event of a Transfer that, taken together withallpriorTransfersofClassAUnits,constitutesaTransferofmorethan50%oftheaggregate number of Class A Units, unless each of the Members who are not Affiliates of the Operations Manager elect otherwise.

(f)    If the Operations Manager is removed, the Members who are not Affiliates of the removed Operations Manager may elect (i) a successor Operations Manager or (ii) to cause the ManagingMembertoperformthedutiesofOperationsManager,subjecttotheCompanyandthe replacement Operations Manager obtaining all necessary approvals from any Governmental Authority, to the extent required.

(g)    At any time upon ninety (90) days prior written notice to the Members, the Operations Manager shall be permitted to resign with twenty (20) Business Days prior notice to the other Members, and if the Operations Manager has so resigned, the Members who are not AffiliatesoftheresignedOperationsManagermay(i)electasuccessorOperationsManageror(ii) causetheManagingMembertoperformthedutiesofOperationsManager,subjecttotheCompany and the replacement Operations Manager or Managing Member, as applicable, obtaining all necessary approvals from any Governmental Authority.

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6.4    Indemnificationand Exculpation.

(a)    To the fullest extent permitted by Applicable Law, the Managing Member, the Operations Manager and the Partnership Representative and their respective officers, directors, employees and agents will be exculpated from, and the Company will indemnify such Persons from and against, all Damages any of them incurs by reason of any act or omission performed or omittedbysuchPersoninperforming,ingoodfaith,inamannerreasonablybelievedtobeinthe best interest of the Company, and consistent with its rights and obligations under this LLCA, the ManagingMember’s,theOperationsManagerorthePartnershipRepresentativedutiesunderthis LLCA or relating to the Company’s activities and business, in each case, subject to and in accordance with the terms of this LLCA and Applicable Law; provided, that this indemnity does not apply to Damages attributable to the gross negligence, willful misconduct or fraud of such PersonoramaterialbreachbytheManagingMember,theOperationsManager,orthePartnership Representative or any of their respective Affiliates of their covenants, representations, or warranties in any Transaction Document, any Construction Financing Document, or Project Document to which it is a party.

(b)    To the fullest extent permitted by Applicable Law, the Company shall, within 10 days after an Indemnified Party notifies the Indemnifying Party and the Company, advance reasonable and documented expenses incurred by the Indemnified Party under this Section6.4fromAvailableCashFlowpriortothefinaldispositionofanymatterbutsubjecttoeachMember’s creditsupportobligationshereunderandonlyuponreceiptbytheCompanyofanundertakingfrom a Person with sufficient credit capacity to repay such amount if it is determined by a court of competentjurisdictionpursuanttoanon-appealablerulingthattheIndemnifiedPartyisnotentitled to be indemnified.

(c)    The Company may purchase and maintain insurance on behalf of any officer, employee or agent of the Company (including, without limitation, the Managing Member, Operations Manager and Partnership Representative).

6.5    Company Reimbursement. The Company will directly pay and reimburse the ManagingMember,theOperationsManagerandthePartnershipRepresentativeforallreasonable anddocumentedThirdPartycostsandexpensesconsistentwiththeApprovedBudgetincurredin theordinarycourseofbusiness,orotherwisepermittedhereunderinemergencycircumstancesand incurred,bytheManagingMember,theOperationsManagerorthePartnershipRepresentativeon behalf of the Company in performing the duties in this LLCA, but not including amounts paid to the Asset Manager under the Asset Management Agreement and any costs and expenses attributable to the gross negligence, willful misconduct or fraud of the Managing Member, the Operations Manager or the Partnership Representative or a breach by the Managing Member, the OperationsManagerorthePartnershipRepresentativeoranyoftheirrespectiveAffiliatesoftheir covenants, representations or warranties in any Transaction Document, Construction Financing Document or Project Document to which it is a party.

6.6    Approved Budgets. Prior to receipt of the FERC 203 Approval, the Managing Member shall (in consultation with the Class A Member) and, on and after receipt of the FERC 203Approval,theManagingMembershall(inconsultationwiththeOperationsManager)prepare

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orcausetobepreparedforeachFiscalYearoftheCompanyanannualoperatingbudgetthat includes the anticipated revenues and expenses of the Company and the Project Company for the Fiscal Year, including any necessary provision for expenditures or reserves for maintenance and capital items and other extraordinary expenditures, and using methodology consistent with the methodology set forth in the Base Case Model. The initial annual operating budget for the period commencingontheSCFundingDateandendingonDecember31,2025isattachedasExhibitC. At least 60 days before the start of each subsequent Fiscal Year, the Operations Manager (or Managing Member prior to receipt of the FERC 203 Approval) will submit the proposed annual operatingbudgetforthatFiscalYeartotheManagingMember(orClassAMemberpriortoreceipt oftheFERC203Approval)andtheotherMembersfortheirreview.ConsentoftheMemberswill berequiredforanyproposedaggregateannualoperatingbudgetonlyifthebudget(i)ismorethan the lesser of 10% above the aggregate annual spending projected in the Base Case Model for the applicable Fiscal Year as of the MC Funding Date or 5% above the aggregate annual spending projected in the Approved Budget for the previous Fiscal Year, (ii)includes expenditures exceeding $200,000 and on and after the Consent Date, $500,000 in aggregate of a type not includedintheBaseCaseModelasoftheMCFundingDatefortheFiscalYearorintheApproved Budget for the previous Fiscal Year (in which case Consent of the Members is only required for thoseitems),(iii)containsanyitemsofatypethatwouldbeconsideredinconsistentwithPrudent IndustryPractices(inwhichcaseConsentoftheMembersisonlyrequiredforthoseitems)or(iv) is not approved by the Administrative Agent in accordance with the express terms of the ConstructionFinancingAgreementandtheBackleverageFinancingAgreement,which non-approvalshallbepromptlynotifiedinwritingbytheManagingMembertotheotherMembers. If the Consent of the Members is not obtained as provided above, the Operations Manager (in consultation with the Managing Member) (or, prior to receipt of the FERC 203 Approval, the Managing Member, in consultation with the Class A Member) will promptly prepare or cause to be prepared a revised annual operating budget, which will be submitted to the Members for their approvalaccordingtothissection,anduponfinalapprovalofsuchannualoperatingbudgetbythe Consent of the Members, the budget will become an Approved Budget. If the Consent of the Members cannot be obtained for any revised proposed annual operating budget, then the budget may be submitted by the Managing Member (in consultation with the Operations Manager) (or, priortoreceiptoftheFERC203Approval,theManagingMember,inconsultationwiththeClass A Member) to the Independent Engineer or another independent engineer selected jointly by the Parties to review and provide recommendations to the Members to accept or reject. To the extent thatamountsrelatingtoanyitemsofaproposedbudgetarenotapproved,thenthecorresponding amounts for such items in the previous Fiscal Year’s Approved Budget will carry over into the next Fiscal Year. The Managing Member may propose to the Members to amend the Approved Budget.

6.7    Insurance. The Managing Member will cause the Company and the Project Companytoacquireandmaintainthecasualty,generalliability,propertydamageandothertypes of insurance, in each case, reasonably acceptable to the Class A Member in consultation with the Insurance Consultant and listed in Schedule2(provided, for purposes of clarity, that the requirement that such policies be reasonably acceptable to the Class A Member in consultation withtheInsuranceConsultantshallnotapplytorenewalonthesametermsofanysuchinsurance policies),provided,thattheManagingMembershall(a)solelywithrespecttotheannualrenewals

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ofinsurance,usecommerciallyreasonableeffortstoprocurecasualtyinsurancewith(i)sublimits thataremoreadvantageoustotheCompanyortheProjectCompanythananyapplicablesublimits thatmayapplytoanyinsurancepolicyinplaceasoftheEffectiveDatesetforthinSchedule2and (ii)lowerdeductiblelevelsthatmayapplytoanyinsurancepolicyinplaceasoftheEffectiveDate than previously procured, in each case upon expiration or renewal of the term of any insurance if such insurance is then available on customary and commercially reasonable terms and provided the total premium for all required insurance policies shall not be required to exceed $435,000, as suchamountshallbeescalatedannualinaccordancewiththeBaseCaseModel,aslongastheper occurrence and annual aggregate limits of such insurance policies are at least equal to the annual aggregate limits set forth on Schedule 2as of the Effective Date, (b) enforce its rights, and cause each of the Company and Project Company to enforce its rights, to insurance coverage, defense, and indemnification, (c) prior to the expiry of any insurance required under Schedule 2, provide certificatesofreplacementinsurancesatisfyingtherequirementsofSchedule2,and(d)shallcause the Company or the Project Company (as the case may be) to pursue and submit (or cause to be pursuedandsubmittedonbehalfoftheProjectCompanyorCompany)anyclaimswhichmayarise withrespecttotheProjectortheSiteunderanyinsurancepoliciesthattheCompanyortheProject Company is required to procure and maintain under Schedule 2.

6.8    Officers. The Managing Member may appoint officers of the Company to act on behalf of the Company and assign in writing titles to the officers. Any assignment of a title will constitute the delegation to such person of the authorities and duties that are normally associated with such title or as otherwise expressly delegated to (or withheld from) such officer by the Managing Member. Each officer will hold office until his successor has been appointed or until his death, resignation or removal. Any officer may be removed by the Managing Member at any timeforanyreasoninitssolediscretion.TheManagingMemberwillberesponsiblefortheactions or inactions of the officers to the same extent that the Managing Member would be responsible if such actions and inactions were taken by the Managing Member.

6.9    Rebuild. If a casualty event (or a related series of casualty events) occurs at the Projectwhich(u)resultsindamagesinexcessof$5,000,000or(v)hasaMaterialAdverseEffect (a“SubjectCasualty”),ManagingMembershallusecommerciallyreasonableeffortstorebuild, repair, restore or replace the affected portion of the Project at the Site (“Rebuild”) subject to the following, and in each case subject to the terms of the Construction Financing Documents with respecttoproceedsreceivedpriortotheSCFundingDate:Withinthirty(30)daysoftheapplicable Subject Casualty, the Managing Member shall (x) prepare an updated Base Case Model that demonstratesthattheClassAMember’sTargetFlipDatewillnotbedelayed,whichupdatedBase Case Model shall be subject to the reasonable approval of the Class A Member; (y) prepare a Restoration Plan to effect such Rebuild, pursuant to which the Project would be repaired giving due consideration to avoiding or mitigating an actual or potential Recapture Event, which Restoration Plan shall be subject to the reasonable approval of the Class A Member (and, at the ClassAMember’selection,suchapprovalinconsultationwiththeIndependentEngineer);and(z) consideringoodfaithandincorporateintotheupdatedBaseCaseModelandRestorationPlanany commentsandmodificationsproposedbytheClassAMember.TheManagingMembershallkeep

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theClassAMemberregularlyinformedof,andpermittheClassAMembertomonitortheprogress of, the Managing Member’s implementation of the Restoration Plan.

(a)    ManagingMembershalldeterminetheapplicablecoststoeffectsuchRebuild,less any Loss Proceeds received with respect to the Subject Casualty by the Class B Member, the Company or the Project Company (or any Affiliate of any of the foregoing) and any Available CashFlowthatisavailableforsuchRebuild(suchremainingamount,the“RebuildCost”),which costdeterminationshallbesubjecttothereasonableapprovaloftheClassAMember(and,atthe Class A Member’s election, such approval in consultation with the Independent Engineer);

(b)    TheManagingMembershallcauseanyLossProceedsreceivedwithrespecttothe Subject Casualty by the Class B Member, the Company or the Project Company (or any Affiliate of any of the foregoing) and Available Cash Flow to be used to repair the Project in accordance with the applicable Restoration Plan. In the event that such Loss Proceeds and Available Cash Flow are insufficient to satisfy the Rebuild Cost, the Managing Member will use commercially reasonable efforts to coordinate a solution with the Class A Member and Class B Member; and

(c)    TheManagingMembershallusecommerciallyreasonableeffortstominimizeany loss, disallowance, reduction or recapture of the ITC arising out of any Subject Casualty.

6.10    FERC 203 Approval. The Members acknowledge and agree that the Class A MembermaynotperformthedutiesandobligationsoftheOperationsManagerwithrespecttothe Company and the Project Company as set forth on Schedule 1or as otherwise expressly set forth inthisAgreement(1)untilafterthePlacedInServiceDate,and(2)unlessanduntiltheFERC203 Approval has been obtained.The Operations Manager shall perform its duties and obligations in accordancewithApplicableLaw,PrudentIndustryPractices,andthisLLCA.Infurtheranceofthe foregoing, the Class A Member shall promptly prepare, in coordination with the Managing Member, the documentation necessary to obtain the FERC 203 Approval in order to permit the Class A Member to perform the role of Operations Manager in respect of the Company and the Project Company.The Class A Member (in coordination with the Managing Member) will be responsible for and shall control the preparation of all such documentation and communicating with FERC, and the Managing Member and the Initial Class B Member shall cooperate in providingalldocumentationandotherinformationrequestedbytheClassAMember,ineachcase in connection with and as is reasonably necessary to obtain the FERC 203 Approval.Upon ConsentoftheMembers(suchconsentnottobeunreasonablywithheld,conditionedordelayed), the Managing Member shall cause the Project Company to promptly file with FERC the application for the FERC 203 Approval.The Class A Member will reimburse (a) the Managing Memberforanyreasonableanddocumented,out-of-pocketthirdpartycostsassociatedwithfiling theapplicationfortheFERC203Approvaland(b)theManagingMemberandtheInitialClassB Memberforallreasonableanddocumented,out-of-pocketthirdpartycostsandexpensesincurred by such Person in connection with its cooperation and providing documentation or other information associated with filing the application for the FERC 203 Approval.Notwithstanding anythingtothecontrarysetforthinthisAgreement,anyactiontobeperformedbytheOperations Manager in respect of the Company and the Project Company as identified Schedule 1or as

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otherwise expressly set forth in this Agreement prior to the receipt of the FERC 203 Approval shall be performed by the Managing Member.

6.11    Interim Period Prior to FERC 203 Approval. Prior to the receipt of the FERC 203 Approval, the Class A Member shall take all steps as reasonably necessary to prepare for its role as Operations Manager in respect of the Company and the Project Company so that it may promptly consummate such role upon the receipt of the FERC 203 Approval.In furtherance of the foregoing, upon three (3) Business Days prior written notice from the Class A Member, Managing Member shall, and shall cause its Affiliates and the Company to, at the Class A Member’ssolecostandexpense,duringnormalbusinesshours(i)permitrepresentativesofthe Class A Member to observe and monitor activities of the Managing Member conducted by or on behalfoforrelatingtotheCompanyandtheProjectCompanyand(ii)makereasonablyavailable to the Class A Member the relevant personnel of Managing Member, its Affiliates and the Company,andanydataorotherinformationrelatingthereto,ineachcasepertainingtotheroleof Operations Manager and as reasonably requested by Class A Member in connection with its preparation for the role of Operations Manager of the Company and the Project Company; provided,thatnosuchobservation,monitoringorprovidingofanysuchdataorotherinformation shall interfere with completion of construction of the Project or in the business of the Managing Member, the Company or the Project Company or their Affiliates.

6.12 ACSubsidiary.TotheextentthatfromtimetotimetheACSubsidiaryrequirescapital contributionsfromtheProjectCompanypursuanttoSection4.1oftheACSubsidiaryLLCA,the Class B Members shall be solely responsible for making (or causing to be made) all such capital contributions to the Company for further contribution to the Project Company and the AC Subsidiary in order to satisfy such requirements.

ARTICLEVII

RIGHTSANDRESPONSIBILITIESOFMEMBERS

7.1    General. The rights and responsibilities of the Members will be as provided in the Delaware Certificate, this LLCA and the Act.

7.2    Member Voting Rights. Unless otherwise provided in this LLCA, the Consent of the Members is required to constitute the approval by any action by or on behalf of the Company that requires a vote, consent, approval or action of or an election by the Members set forth in this LLCA; provided, that without the prior written approval of each Member adversely affected thereby, no such consent will (a) modify the limited liability of a Member; (b) require a Member to provide funds to the Company, by loan, contribution or otherwise (or amend any of the conditions to making any loan or contribution), in each case other than as expressly provided in this LLCA; or (c) alter the interest of any Member in Capital Accounts, Company items or distributionsofAvailableCashFlow.Withinfifteen(15)daysfollowingitsreceiptofsuchrequest for consent, each Member shall respond to the Managing Member in writing as to whether such Member consents and approves or objects to the proposed action. The Managing Member shall not take any action that requires the Consent of the Members until it has received the affirmative written Consent of the Members.

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7.3    Member Liability.

(a)    TothefullestextentpermittedundertheActandanyotherApplicableLaw,(i)no Member Party will have any liability for the debts, obligations, expenses or liabilities of the CompanyortheProjectCompany,and(ii)theCompanywillindemnify,defendandholdharmless eachMemberPartyfromandagainstanyclaimsfororrelatingtothedebts,obligations,expenses or liabilities of the Company and the Project Company. The foregoing indemnification is limited to the Assets of the Company and the Project Company. In no event will any Member be liable under this LLCA to another Member for any special, incidental, consequential, punitive, or exemplarydamages(includingdamagesforlostopportunity,lostprofitsorrevenuesorlossofuse ofsuchprofitsorrevenues,butexcludingdamagesrecoveredbyanyThirdParty)incurredbysuch Member arising from a breach of this LLCA; provided, that subject to the limitations in ArticleXI, (x) to the extent the Tax Benefits are lost or disallowed as a result of representations and warrantiesmadebytheInitialClassBMemberintheECCAoranyClassBMemberinthisLLCA beingfalse,orthebreachofanycovenant,obligationoragreementbytheManagingMember,the value of such lost Tax Benefits will be recoverable as direct damages and will not constitute special, incidental, consequential, punitive, or exemplary damages and (y) losses in respect of Third Party claims will not be considered consequential damages that are not recoverable.

(b)    AMemberwillbeliableonlytomakeitsCapitalContributionsasprovidedinthis LLCAand,excepttotheextentexpresslyprovidedinSection12.3,willnotberequiredtorestore a deficit balance in its Capital Account.

(c)    EachMemberwillbeentitledtorelyingoodfaithupontherecordsoftheCompany and upon such information, opinions, reports or statements presented to the Company or the Project Company by any other Person who is a Member, any Affiliate Party or any officer or employee of the Company or the Project Company that is not an Affiliate of such Member, or by any other individual about matters that such Member reasonably believes are within such other Person’s professional or expert competence.

(d)    Except as otherwise provided in this LLCA, and to the fullest extent permitted by theActandanyotherApplicableLaw,(i)noneofanyMember,anyMemberParty,theOperations Manager, the Partnership Representative or the Managing Member shall owe any fiduciary duty or similar obligation to the Company or any other Member by reason of this LLCA or such Member’s investment in the Company; (ii) none of any Member, any Member Party, the Operations Manager, the Partnership Representative or the Managing Member shall be liable including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Member for any Damages incurred by reason of any act or omission performed or omitted by such Member in its capacity as Member; (iii) to the extent that the Managing Member,aMember,anyMemberParty,theOperationsManagerorthePartnershipRepresentative hasdutiesandliabilitiesinsuchcapacitytotheCompanyortoanyMemberorotherPersonbound bythisLLCA,theManagingMember,suchMember,suchMemberParty,theOperationsManager and the Partnership Representative will not be liable to the Company or to any Member or other Person bound by this LLCA for its good faith reliance on the provisions of this LLCA; and (iv) none of the Managing Member, any Member, the Operations Manager or the Partnership

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RepresentativewillhaveliabilityunderthisLLCAforbreachofcontractordutiesarisingoutthe performanceofitsdutiesunderthisLLCA,solongas(inthecaseofclauses(iii)and(iv)),(A)in the case of the Managing Member or the Operations Manager, the Managing Member or the OperationsManagerhasactedinaccordancewithSections6.1and6.2,asapplicable,and(B)the Managing Member’s or such Member’s actions (or failure to act) did not constitute willful misconduct, gross negligence, criminal violation of the law, or fraud.

7.4    Withdrawal. Except as expressly provided in this LLCA, no Member is entitled to withdraw voluntarily or resign from the Company, withdraw or demand the return of any part of its Capital Contributions from the Company or receive property other than cash in return for its Capital Contribution.

7.5    Member Compensation. No Member will receive any interest, compensation or drawing with respect to its Capital Contributions or its Capital Account or for services rendered onbehalfoftheCompany,theProjectCompanyorotherwiseinitscapacityasaMember,except as otherwise provided in this LLCA.

7.6    Other Ventures. The Members and their Affiliates may engage in and possess interestsinotherbusinessventuresofanyandeverytypeanddescription,includingotherbusiness ventures competitive with or of the same type and description as the Company and the Project Company, independently or with others, as long as such venture does not cause the Project Company (a) to lose its status as an Exempt Wholesale Generator or to become subject to regulation under PUHCA other than with respect to regulations applicable to Exempt Wholesale Generator status, or (b) to lose, or to have limitations or restrictions imposed upon, its MBR Authority.NoneoftheMembersortheirrespectiveAffiliatesshallhaveanyobligationtoofferto the Company, the Project Company any Member or any of their Affiliates the right to participate in those activities. If any Member or its respective Affiliates acquires ownership or control of Assets, or becomes affiliated with a company that becomes or owns or controls any generation facilities or has long-term firm purchases of capacity and/or energy, inputs to electric power production,transmission facilities, or hasa franchised servicearea, and such Member reasonably determines that such acquisition could trigger a requirement for the Company or the Project CompanytosubmitareportorfilingtoFERC,thensuchMembershallprovidetheCompanywith awrittennoticeofsuchevent,withinten(10)daysaftersucheventoccurs,andprovideadditional information as reasonably requested by the Company so that the Company can timely submit to FERC any reports or filings that it or the Project Company may need to make with FERC. Any Member shall provide the Company with information it may reasonably request in order for it or theCompanytocomplywithanyofitsortheProjectCompany’sotherobligationsundertheFPA or PUHCA.

7.7    ConfidentialInformation.

(a)    Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this LLCA, the other Transaction Documents or the Project Documents, each of the Parties will not disclose (and will not permit the disclosure by any of its Affiliates, any of the officers, directors or employees of it or its Affiliates (collectively, “Representatives”),oranyofits,oritsAffiliates’advisors,auditors,counsel,fundmanagersand

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public accountants (collectively, “Advisors”)), directly or indirectly, any of the terms and conditions of the Project Documents, this LLCA, the other Transaction Documents or other information in respect of the Transaction (including information delivered pursuant to the terms hereof), the Company, the Project Company, the Project, or any of the Members (“Confidential Information”); provided, that (i) any Party and its Affiliates, Representatives and Advisors may disclose Confidential Information to such Party’s Affiliates, Representatives and Advisors and to the other Party and its Affiliates, Representatives and Advisors, (ii) any Party and its Affiliates, Representatives and Advisors may disclose Confidential Information that (A) has been publicly disclosed or is publicly known (other than by such Party or any of its Affiliates, Representatives orAdvisorsinbreachofthisSection7.7),(B)haslawfullycomeintothepossessionofsuchParty or any of its Affiliates, Representatives or Advisors other than from another Party or a Person actingonsuchotherParty’sbehalf,or(C)hasbeenindependentlydevelopedbysuchPartyorany ofitsAffiliates,RepresentativesorAdvisorswithoutuseofinformationobtainedunderthisLLCA, (iii)totheextentthatsuchdisclosureis(A)requiredbyApplicableLaw,asubpoenaoranyother applicable legal process, (B) by request of, or to the extent required by, any Governmental Authority having jurisdiction over such Party, any stock exchange on which such Party’s or its Affiliates securities are traded or any self-regulatory body having jurisdiction over such Party (including, to the extent applicable, any bank regulatory authority), such Party may disclose ConfidentialInformationassorequiredorrequested;provided,thatinsuchcase,suchPartyshall, unless otherwise prohibited by Applicable Law, (1)give prompt notice to the other Parties that suchdisclosureisormayberequiredand(2)cooperateinprotectingtheconfidentialorproprietary nature of the Confidential Information which must be, or is hereby permitted to be, disclosed; provided, that no such notification under clause (1)shall be required in respect of any disclosure to FERC or bank, insurance or financial industry regulatory authorities having jurisdiction over such Party, (iv) disclosures to lenders, potential lenders or other Persons providing financing to the Company or to its Representatives and Advisors, any Party or any Affiliate of any Party and potential purchasers of equity interests in or assets of the Company, any Party or any Affiliate of any Party, any Person to which the applicable Member sells or offers to sell its investment in the Company or any portion thereof, if, in each case described in this clause (iv), such Persons have agreed to abide by the terms of this Section7.7or have otherwise entered into a contract with restrictions on disclosure substantially the same (and not less than two years in duration) as the terms of this Section7.7(or in the case of Advisors, are otherwise bound by professional or legal obligationsofconfidentiality),(v)anyPartyanditsAffiliates,RepresentativesandAdvisorsmay discloseConfidentialInformation,andmakesuchfilings,asmayberequiredbythisLLCA,and (vi) any Party and its Affiliates, Representatives and Advisors may disclose Confidential Information as to the tax treatment and tax structure of the transactions and arrangements contemplated in this LLCA or in connection with any communication regarding the tax consequencesoftheProject,theCompany’sownershipandoperationoftheProjectorsuchParty’s ownership of an interest in the Company (as tax treatment and tax structure are defined in United States Treasury Regulation section1.6011-4). Each Member will be liable under this Section7.7for any violation of this Section7.7by any of its Representatives or Advisors. Without limiting theforegoing,andotherthanwithrespecttotheRepresentativesandAdvisorsofaParty,noParty willusethenameoftheotherPartiesortheirAffiliateswithouttheirpriorwrittenconsent,except that each Party may disclose the name of the Members as equity investors or potential equity investors.

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(b)    Except as otherwise permitted by this Section7.7, no Member shall include in a pressreleaseorotherwisedisclose(otherthanasrequiredtobeincludedinafilingtoFERC,PJM, NCUC, or any bank, insurance or financial industry regulatory authority having jurisdiction over suchMember,itsaffiliatesorpermittedtransferees)thenameofanyMemberasanequityinvestor orpotentialequityinvestorwithoutthepriorwrittenconsentofsuchMember,whichconsentshall not be unreasonably withheld, conditioned or delayed.

(c)    If the Company or the Project Company is required at any time to make any regulatory filing that identifies by name, or otherwise relates specifically to, any Member or any of its affiliates or permitted transferees, then the Company shall submit (or the Company shall cause the Project Company to submit) an advance draft of such regulatory filing to such Member or its affiliate or permitted transferee, as applicable, as early as practicable in advance of the specified deadline imposed by FERC, PJM, NCUC or their regulations but in no event later than ten(10)BusinessDayspriortosuchdeadline(exceptwherethespecifiedfilingdeadlinedoesnot permit ten (10) Business Days). Such Member (or its affiliate or permitted transferee, as applicable) shall have the right to provide comments to such regulatory filing as it relates to such Member (or its affiliate or permitted transferee), and the Company or the Project Company shall incorporateorreasonablyaccommodate,priortosubmittingsuchfiling,suchcommentsiftimely received;provided,thatifsuchMember(oritsaffiliateorpermittedtransferee)hastimelyreceived an advance draft of such FERC, PJM, or NCUC filing in accordance with this Section7.7(c)and does not provide comments prior to the date that the Company or the Project Company, as applicable,isrequiredbyFERC,PJM,orNCUCtomakeafilingbyaspecifieddeadlineimposed by FERC, PJM, NCUC or their regulations, then the Company or the Project Company, as applicable, may make such FERC filing without the obligation to wait for such Member (or its affiliate or permitted transferee) comments.

7.8    Retirement, Resignation, Expulsion, Incompetency, Bankruptcy or Dissolution ofaMember.Theretirement,resignation,expulsion,bankruptcyordissolutionofaMemberwillnot dissolvetheCompany.ThesuccessorsinteresttotheMemberthatisBankruptwill,forthepurpose ofsettlingtheestate,havealloftherightsofsuchMember,includingthesamerightsandsubject to the same limitations that such Member would have had under the provisions of this LLCA to TransferitsMembershipInterest.AsuccessorinteresttoaMemberwillnotbecomeasubstituted Member except as provided in this LLCA.

ARTICLE VIII

ADMINISTRATIVE AND TAX MATTERS

8.1    Intention for Income Tax Purposes. The Members intend that the Company be treatedasapartnershipforfederal,stateandlocalincometaxpurposesandthatitbeoperatedina manner consistent with such treatment.

8.2    BooksandRecords;BankAccounts;CompanyProcedures.TheManagingMember willkeeptherecordsrequiredtobekeptpursuanttotheActandanyotherbooksandrecordswith respecttotheCompanyastheManagingMemberdeemsnecessaryordesirable.Anyinformation reasonablysufficienttosubstantiatethetaxdocuments,reports,records,andothertaxinformation will be kept and maintained for six (6) tax years after the statute of limitations expires on any tax

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audit of such returns or reports of the Company. The Company will use the calendar year as its Fiscal Year.Itwill use the sameyear as its taxyear, unless required to use adifferent yearby the CodeorTreasuryRegulations.TheCompany’sbooksofaccountwillbepreparedandmaintained in accordance with GAAP for the type of business of the Company. The Managing Member will cause the Company and the Project Company to maintain its respective existence separate and distinctfromanyotherPerson,includingcausingeachoftheCompanyandtheProjectCompany to take the following actions:

(a)    acting solely in its own limited liability company name and not that of any other Person, including the Managing Member, any Affiliate Party and their respective Affiliates;

(b)    except as provided in the Construction Financing Documents (prior to the SC FundingDate),notholdingitselfoutashavingagreedtopay,orasbeingliablefor,theobligations of the Managing Member, any Member and their respective Affiliates or any other Person;

(c)    observing all limited liability company formalities required in this LLCA and by the Delaware Certificate or the certificate of formation;

(d)    notacquiringobligationsofitsMembers,theManagingMember,theOperator,the EnergyManager,theAssetManager,anyAffiliatePartyortheirrespectiveAffiliatesoranyother Person;

(e)    conducting its affairs separately from and maintaining separate books and records from its Members, the Managing Member, and their respective Affiliates and any other Person, and holding itself out as a separate entity;

(f)    correctinganyknownmisunderstandingregardingitsseparateidentity;and

(g)    except as provided in the Construction Financing Documents (prior to the SC Funding Date) and except for the Final Completion Account and a single operating account of theCompanyortheProjectCompany,notcomminglingitsassetswiththoseofanyotherPerson.

8.3    Information and Access Rights. Each Member will have the right to inspect, at reasonable times and at its own expense, the Project and the Company’s Assets and to audit, examine and make copies of all relevant documents, books and records of the Company or the Project Company upon reasonable prior notice to the Managing Member. The foregoing rights maybeexercisedbyanyagentoremployeedesignatedbytheMemberorbyanindependentpublic accountant, engineer, attorney or other consultant so designated. Any such inspection will be conductedduringnormalbusinesshoursandsoasnottounreasonablyinterferewiththebusiness of the Company and the Managing Member.

8.4    Reports. The Managing Member will, at the Company’s expense, deliver or make available, or cause to be delivered or made available, to each Member, the following items at the times indicated below:

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(a)    Annually (in the case of the following clauses (i)and (iii), commencing with the Fiscal Year in which the Effective Date occurs):

(i)    within one hundred twenty (120) days after the end of each Fiscal Year, auditedfinancialstatementsfortheCompanypreparedinaccordancewithGAAPeffective asoftheendoftheimmediately-precedingyear,includingabalancesheetandstatements ofincome,members’equityandchangesincashflowsandaccompaniedbyareportofthe Certified Public Auditor stating that their examination was made in accordance with generallyacceptedauditingstandardsandthatintheiropinionsuchfinancialstatementsof the Company fairly present the Company’s cash flows, results of operations and changes in financial position on a GAAP basis;

(ii)    within one hundred twenty (120) days after the end of each Fiscal Year, audited financial statements for Class B Member Guarantor prepared in accordance with GAAPeffectiveasoftheendoftheimmediately-precedingyear,includingaconsolidated balancesheetandconsolidatedstatementsofincome,members’equityandchangesincash flows and accompanied by a report of the Certified Public Auditor stating that their examinationwasmadeinaccordancewithgenerallyacceptedauditingstandardsandthat in their opinion such financial statements of the Class B Member Guarantor and its consolidated subsidiaries fairly present the Class B Member Guarantor’s and its consolidated subsidiaries’ cash flows, results of operations and changes in financial position on a GAAP basis; provided, however, that notwithstanding anything else herein to the contrary, the Class B Member Guarantor shall not be obligated to deliver any such auditedfinancialstatementsimmediatelyasofthedateonwhichtheGuarantyisterminated or expires pursuant to its terms; and

(iii)    withinonehundredtwenty(120)daysaftertheendofeachFiscalYear,the Tracking Model prepared pursuant to Section 10.1;

(b)    Annually, within seventy-five (75) days after the end of each Fiscal Year (commencing with the Fiscal Year in which the Effective Date occurs), a draft ScheduleK-1 for such Member for the prior tax year;

(c)    Annually,bynolaterthanMarch31,aprojectionofanyAdjustedCapitalAccount Deficit for a Member that might lead to a reallocation of losses for the tax year to the other Members;

(d)    Each of the following reports; provided, that Managing Member may satisfy its obligation to deliver or make available such report to the extent covered in a report by Energy Manager,AssetManagerorOperatorbydeliveringormakingavailabletotheMemberscopiesof the applicable reports prepared by such Person:

(i)    monthly,withinthirty(30)daysaftertheendofacalendarmonthfollowing the SC Funding Date, a report, in the form of ExhibitF(a “Monthly Report”), showing (A) details of actual production, insolation and availability versus applicable projections for such calendar month and (B) any substantial technical or operational issues for the

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Project, as well as updates with respect to such matters previously reported in a prior Monthly Report;

(ii)    quarterly,withinsixty(60)daysaftertheendofacalendarquarterfollowing the SC Funding Date, a report, in the form of ExhibitG, showing (A) the revenues and expenses of the Company and the Project Company for such quarter and (B) the information provided in the Monthly Report on a quarterly basis; and

(iii)    annually, within sixty (60) days after the end of each Fiscal Year (commencingwiththeFiscalYearinwhichtheEffectiveDateoccurs),anannualreportin theformofExhibitH,showing(A)detailsofactualproduction,insolationandavailability versus applicable projections for such Fiscal Year, (B) the revenues and expenses of the Company and Project Company for the Fiscal Year, and (C) any substantial technical or operationalissuesfortheProject,aswellasupdateswithrespecttosuchmatterspreviously reported in a prior Monthly Report or quarterly report;

(e)    Within five (5) Business Days after receipt thereof, copies of all operating reports delivered to the Project Company or the Company by the Operator in connection with the O&M Agreement,theEnergyManagerinconnectionwiththeEnergyManagementServicesAgreement and the Asset Manager in connection with the Asset Management Agreement;

(f)    Quarterly within sixty (60) days after the end of each calendar quarter, unaudited quarterlyfinancialstatementsoftheCompanyandtheClassBMemberGuarantorforthecalendar quarter then ended;

(g)    Within five (5) Business Days of becoming aware of any of the following events or circumstances, notice of (i) any litigation pending or, to the knowledge of the Managing Member, threatened against the Company or the Project Company or, if related to the Project or could reasonably be expected to result in a Material Adverse Effect, the Managing Member, any Class B Member, the Class B Member Guarantor or any Affiliate Party, (ii) any force majeure event that would reasonably be expected to have a Material Adverse Effect, any material breach oranyeventofdefaultunderanyProjectDocument,anyConstructionFinancingDocument(prior to the SC Funding Date) or any Governmental Approvals, (iii) any material noncompliance with or material violations of law, including Environmental Law, Anti-Terrorism Law and law of a Compliance Authority, the Company, the Project Company, the Managing Member, any Class B MemberorifrelatedtotheProjectorcouldreasonablybeexpectedtoresultinaMaterialAdverse Effect, the Class B Member Guarantor or any Affiliate Party, (iv) any material communications by the Managing Member, any Class B Member, the Company or the Project Company with any GovernmentalAuthorityoutsidetheordinarycourseofbusiness,(v)theaggregateexpensesofthe Company within a calendar year exceeding (or anticipated to exceed) the Approved Budget for such calendar year by 10% or more, and (vi) any other event or circumstance that results in, or could reasonably be expected to result in a Material Adverse Effect;

(h)    Withinten(10)BusinessDaysfollowinganyrequesttherefor,makeavailablesuch otherreportsandinformationtotheextentcommerciallyrelevanttotheoperationsoftheCompany andtheProjectCompanyandinthepossessionoftheManagingMemberasreasonablyrequested

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by the Members and, within sixty (60) days following any request therefor such other reports reasonably requested by and paid for by the requesting Member to the extent external costs are incurred with respect to the preparation of such reports;

(i)    Within ten (10) Business Days following receipt or delivery thereof, copies of all material notices of default delivered to or by the Company or the Project Company, in each case, pursuantto,orinrespectofanyConstructionFinancingDocument(priortotheSCFundingDate) or Material Project Document;

(j)    Within thirty (30) Business Days after renewal, copies of policies of insurance owned or held by or on behalf of the Company, including current certificates of insurance, and promptly following receipt, any notices of nonpayment of premium, nonrenewal or cancellation;

(k)    Promptly upon execution thereof, a copy of: (i) any amendment, modification, waiver or termination of any Material Project Document or, prior to the SC Funding Date, any Construction Financing Document, (ii) any new, or substitution or replacement of, any Construction Financing Document entered into prior to the SC Funding Date or of any Support Obligation and (iii) any new contract between the Company or the Project Company and an Affiliate of any Member and any amendment or modification of any existing Affiliate Contract and (iv) any Additional Material Project Document; and

(l)    Withinfive(5)BusinessDaysfollowingreceiptordeliverythereof,delivertoeach Member notice of any amendments or other modifications to the budget approval process or methodologyforpreparingthebudgetcontainedintheConstructionFinancingAgreementorany Backleverage Financing Agreement to the extent different from the process and methodology therefor set forth in the Construction Financing Agreement as of the Effective Date.

8.5    PermittedInvestments.CashoftheCompanymayonlybeinvestedandreinvested in the following investment alternatives (provided, that such investment alternatives shall not include any investment directly or indirectly in any “public utility,” “public-utility company,” “holding company,” “electric utility,” “transmission and distribution utility,” “alternative retail electricsuppliers”or“electricsuppliers”asthosetermsaredefinedundertheFPA,PUHCAorthe NCUCregulations,asapplicable,unlessapplicablepriorFERC,PUHCAorNCUCapprovalshave been obtained):

(a)    directobligationsoftheUnitedStatesofAmericaorobligationsthetimelypayment of the principal of and interest on which are fully guaranteed by the United States of America, in each case maturing within one year from the date of acquisition;

(b)    checking or interest-bearing demand or time deposits that are either (i) insured by theFederalDepositInsuranceCorporation,or(ii)heldinbanksandsavingsandloanassociations, having general obligations rated at least “A-” by S&P, “A3” by Moody’s or equivalent, or if not sorated,securedatalltimes,inthemannerandtotheextentprovidedbylaw,bycollateralsecurity described in clause (a)above or this clause (b), of a market value of no less than the amount of monies so invested;

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(c)    obligationsofanystateoftheUnitedStatesoranyagencyorinstrumentalityofany of the foregoing which are rated at least “AA” by S&P or at least “Aa” by Moody’s, in each case maturing within one (1) year from the date of acquisition thereof;

(d)    commercialpaperrated(onthedateofacquisitionthereof)atleast“A-1”or“P-1” or equivalent by S&P or Moody’s, respectively (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), maturing not more than ninety (90) days from the date of creationthereofbutexcludinganysuchcommercialpaperissuedbyanyMemberoranyAffiliate of the Managing Member;

(e)    money market mutual funds that are registered with the Securities and Exchange CommissionundertheInvestmentCompanyActof1940,asamended,andoperatedinaccordance withRule2a-7andthatatthetimeofsuchinvestmentarerated“Aaa”byMoody’sand/or“AAA” by S&P; or

(f)    any other investments agreed to by Consent of the Members and agreement of the Managing Member.

8.6    Tax Elections. The Company shall make the following U.S.federal income tax elections on the appropriate Company Tax Returns:

(a)    totheextentpermittedundersection706oftheCode,electthecalendaryearasthe Company’s tax year;

(b)    electthe accrualmethod of accounting;

(c)    elect to amortize any organizational and start-up expenses of the Company or the ProjectCompanyratablyoveraperiodof180monthsaspermittedbySection709(b)oftheCode;

(d)    electnottoclaimany“bonusdepreciation”otherwiseavailableunder Section168(k) of the Code and elect to use MACRS for all depreciation with respect to any “5-year MACRS” property; provided, however, that the Class A Member may require the Company toelecttoclaim“bonusdepreciation”underSection168(k)oftheCodeforoneormoreclassesof property by written notice to the Managing Member at least 5 Business Days prior to the U.S. federal income tax return filing deadline (including extensions) of the applicable Company Tax Return;

(e)    makean electionunder section 754of the Codeif requested byany Member; and

(f)    ifapprovedby the Consent ofthe Members,any other election.

Notwithstandingtheforegoing,theCompanymaymakeministerialtaxelectionsthat(i)aremade intheordinarycourseofpreparingtheCompany’sTaxReturnsor(ii)donotmateriallyaffectthe economic consequences to the Class A Member shown in the Base Case Model without the ConsentoftheMembers.Inaddition,thePartnershipRepresentativemayelecttoextendthetime for filing any Company Tax Return as provided for under the Code and applicable state statutes.

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None of the Class B Member, the Company or the Project Company or their respective Affiliates (andnosuccessorentityofanyoftheforegoing)shallelecttoreceiveproductiontaxcredits,claim creditsunderSection48EoftheCode,maketheelectionunderSections6417or6418oftheCode or elect to receive cash grant or similar benefit in lieu of tax credits with respect to the Project except as permitted by Section 8.11. None of the Class B Member, the Company or the Project CompanyortheirrespectiveAffiliates(andnosuccessorentityofanyoftheforegoing)shallclaim theenergycommunitybonuscreditavailableunderSection48(a)(14)oftheCodewithrespectto theProjectorthedomesticcontentbonuscreditavailableunderSection48(a)(12)oftheCodewith respect to the Project without the prior written consent of the Class A Member, which may be withheld in its sole discretion.

8.7    PartnershipRepresentativeandTax Audits.

(a)    The Managing Member will be the initial “partnership representative” under section6223(a)oftheCode(the“PartnershipRepresentative”)withalloftherights,dutiesand powersandsubjecttothelimitationsprovidedforinsections6221through6234oftheCode.The Partnership Representative shall appoint the “designated individual” pursuant to Treasury RegulationSection301.6223-1(b)andtheCompanymayengageaccountantsandlegalcounselto assist the Partnership Representative in discharging its duties hereunder. The Partnership RepresentativeshallrepresenttheCompanyinconnectionwithallexaminationsoftheCompany’s affairs by tax authorities, including resulting administrative and judicial proceedings.

(b)    If (i) the Managing Member designated as Partnership Representative (A) resigns as Managing Member of the Company or (B) is removed pursuant to this LLCA, or (ii) the ManagingMember(A)hasengagedingrossnegligence,misconductorfraud,(B)hasperformed anyactionoromittedtotakeanymaterialactionthatisabreachorviolationoftheobligationsof the Partnership Representative under this LLCA, or (C) is declared bankrupt, then the Class A MembershalldesignateasuccessorPartnershipRepresentativeinaccordancewithapplicablerules of the Code, Treasury Regulations, and the IRS that apply to audits conducted thereunder (the “Applicable Rules”) and the successor Partnership Representative shall take such action, including notifying the IRS of its designation as such, as may be necessary or appropriate under the Applicable Rules.

(c)    Notwithstanding any provision in this LLCA to the contrary, but subject to this Section8.7(c), to the extent permitted by the Applicable Rules, the Partnership Representative shall not take any of the following actions without the consent of the Class A Member:

(i)    enterintoanyagreementtoextendtheperiodforassessinganytaxthat is attributable to any item that may be the subject of an audit of any Tax Return being audited;

(ii)    enter into a settlement agreementwith the IRS or any other tax authority(otherthanforclaimsforwhichtheClassBMembershaveagreedtoindemnify theClassAMemberinaccordancewithArticleXI inimmediatelyavailablefundsandon anAfterTaxBasisfromanyadversetaxconsequencesoftheunderlyingclaims,including interest and penalties and have acknowledged in writing to the Class A Member their

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responsibility to so indemnify, and the Class A Member is reasonably satisfied with the Class B Member’s financial ability to make such indemnification payments);

(iii)    commence, settle or compromise any judicial or administrative proceeding with respect to any income Tax Return being audited;

(iv)    make any submission to a tax authority in respect of an audit, contest or other tax matter or proceeding which affects any tax item reported to the Class A MemberontheScheduleK-1withoutprovidingsuchsubmissionforreviewandcomment by the Class A Member and incorporating the Class A Member’s reasonable comments thereto;

(v)    fileanyvoluntaryrequestforanadministrativeadjustmentwithrespect to any partnership item;

(vi)    waiveanyrestrictionsimposedonanytaxingauthoritywithrespectto any assessment of tax imposed on the Company or any Member;

(vii)    enter into any closing agreement under Section7121 of the Code or any other binding settlement agreement with respect to any income Tax Return of the Company (including IRS Form 1065 and any related ScheduleK-1) with the IRS or any state or local taxing authority; or

(viii)    take or not take any non-ministerial action in respect of an audit, contest or other tax matter or proceeding, the taking or omission of which, respectively, affects any material tax item reported to the Class A Member on Schedule K-1 or that woulddelaytheexpectedtimingoftheClassAMemberachievingtheTargetIRRorwould materially impact the Class A Member’s negative Capital Account balance.

(d)    In the event of any pendingtax action, investigation, claim or controversy at the CompanylevelthatmayresultinanadjustmenttoanyitemreportedonanincomeTaxReturnof anyMember(a“TaxContest”),thePartnershipRepresentativewillalerttheMemberspromptly, consultwiththemaboutthedefense,keepthemreasonablyinformedofallmaterialdevelopments in the proceeding (including delivering to each Member promptly upon receipt a copy of all material notices, communications, reports and writings received from any federal, state or local taxing authority), show them drafts of any proposed submissions to the tax authorities with sufficient time to review and comment on the drafts, consider in good faith any such comments, incorporate reasonable comments into the drafts and, to the extent permitted under Applicable Law,allowtheMembersandtheircounseltoparticipateinallsubstantivemeetings,presentations, proceedings or calls with the tax authorities about the matter, and take such action as may be required(totheextentpermitted)toenablesuchparticipation,whethersuchmeeting,presentation or proceeding is in person, or by electronic, telephonic or other means. Notwithstanding the previoussentence,ifatanypointitbecomesclearthattheClassAMemberwillnotbeindemnified underSection11.1forTaxLossesthatresultfromanyTaxContestthatinvolvesTaxBenefitsfor any Allocation Period (or portion thereof) ending before the Flip Date, then any action taken by thePartnershipRepresentativewithrespecttoaTaxContestshallbesolelyatthedirectionofthe

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Class A Member; provided, that the Partnership Representative shall not be required to advocate foranypositionatthedirectionofanyMemberifthePartnershipRepresentativeobtainsawritten legal opinion from nationally recognized tax counsel, selected jointly by the Members, that there is no reasonable basis for such position.

(e)    Notwithstanding anything herein to the contrary, the Partnership Representative shall cause the Company to elect application of Section6226 of the Code and shall comply with all of the requirements and procedures required in connection therewith, to have the Members of the Company for the year which is under examination pay the applicable tax liability. The PartnershipRepresentativeshallprovidetheIRSandeachaffectedMemberwithsuchinformation as required by Section6226 of the Code and any Applicable Rules. Each Member agrees to cooperatewiththeCompanyinutilizingtheproceduresunderSection6226oftheCode,whether ornotsuchpersonisaMemberatthetimeofafinalpartnershipadjustment.Fortheavoidanceof doubt, to the extent that any Class B Member is required to indemnify the Class A Member for any Tax Loss, such obligation shall include indemnifying the Class A Member for any special underpayment interest rate provided by Section 6226(c)(2) of the Code.

(f)    Notwithstandinganythinghereintothecontrary,uponthereceiptbytheCompany ofanoticeoffinalpartnershipadjustmentpursuanttoSection6231(a)(3)oftheCode(“Noticeof Final Partnership Adjustment”) that would result in a Tax Loss for which any of the Class B MemberswouldberequiredtoindemnifytheClassAMemberpursuanttoArticleXI,theClassB Members shall cause to be paid to the Class A Member (or into escrow under terms reasonably acceptabletotheClassAMember)anamountequaltothefullamountofsuchTaxLosssetforth intheNoticeofFinalPartnershipAdjustment.Intheeventthat,uponFinalDetermination,theTax LossforwhichtheClassBMembersarerequiredtoindemnifypursuanttoArticleXIisanamount less than the amount so paid, the excess shall be promptly repaid to the Class B Members.

(g)    AnycostorexpenseincurredbythePartnershipRepresentativeinconnectionwith its duties, including, if relevant, the preparation for or pursuit of administrative or judicial proceedings,willbepaidbytheCompany;provided,however,thattheClassBMembersshallbe solely responsible for all costs and expenses incurred by the Company or Partnership Representative in connection with any action or proceeding described in this Section8.7to the extent such action is taken without consent of the Class A Member by reason of an assertion that the action or proceeding involved a Tax Contest that the Class B Members are entitled to control pursuant to this Section 8.7.

(h)    This Section8.7will survive the termination of the Company and the termination ofanyMember’sinterestintheCompanyandwillremainbindingontheMembersfortheperiod necessary to resolve any tax controversies.

8.8    Preparationof Tax Returns.

(a)    The Partnership Representative will cause the Certified Public Accountant to prepareandtimelyfileallfederal,stateandlocalTaxReturnsrequiredtobefiledbytheCompany. SubjecttotheprovisionsofthisSection8.8(a),allTaxReturnsoftheCompanyshallbeprepared onabasisconsistentwiththisLLCA,includingtheFixedTaxAssumptionsandotherassumptions

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containedintheBaseCaseModelasadjustedpursuanttoSection 2.1(d)oftheECCAunless, (i)the Company is required to file an inconsistent Tax Return as a result of (A) a Final Determinationinafederalincometaxauditoradministrativeorjudicialproceedingconductedin accordancewiththetermsofthisLLCAandinvolvingsuchTaxReturnoraTaxReturnforaprior period,(B)abreachbytheClassAMemberofanyofitsrepresentations,warrantiesorcovenants in the Transaction Documents, (C) a Change in Tax Law or other change in Applicable Law; provided, that the Partnership Representative provides an opinion to the Class A Member from a nationally recognized law firm reasonably acceptable to all Members that there is no reasonable basis to take a position on such Tax Return consistent with this LLCA, the Base Case Model or the Fixed Tax Assumptions, or (ii) the Class A Member delivers its express written consent that such Tax Return may be filed in a manner inconsistent with the Fixed Tax Assumptions. Notwithstanding the foregoing or anything to the contrary in the LLCA, the Partnership Representative’sobligationtofileanyTaxReturnorprovidetheMemberswithcopiesthereofor related tax information under this Section8.8(a)shall be suspended, and the Partnership Representativeshallnotbeconsideredinbreachofanysuchofitsobligationsunderthis Section8.8(a),totheextentthattheCertifiedPublicAccountantpreparingtheTaxReturnsforthe CompanyisunwillingtosignaTaxReturnpreparedconsistentwiththeBaseCaseModelandthe FixedTaxAssumptionsandtherequisiteConsentoftheMembersforaninconsistentTaxReturn isnotobtainedduetooneormoreMembers(otherthanthePartnershipRepresentative)failingor refusing to consent thereto, it being understood that the suspension of such obligations shall not be deemed to permit the Partnership Representative to file, or cause to be filed, any inconsistent Tax Return; provided, that, promptly upon the Partnership Representative becoming aware that the Certified Public Accountant is unwilling or unable to sign a Tax Return consistent with the Base Case Model and the Fixed Tax Assumptions and a Member refusing to consent to filing an inconsistentTaxReturn,thePartnershipRepresentativeshallnotifytheClassAMemberinwriting and shall either (x) propose a replacement for such Certified Public Accountant, reasonably acceptabletotheClassAMember,whoiswillingtososignaconsistentTaxReturn,or(y)permit the Class A Member to appoint a Certified Public Accountant so long as such Certified Public Accountantisaffiliatedwithafirmofindependentpublicaccountantswithnationalreputationand expertiseintherelevantsubjecttaxmatters,andinthecaseof(x)or(y)suchreplacementCertified PublicAccountantshallthereafterserveastheCertifiedPublicAccountantforallpurposesunder this LLCA; provided, further, that if the Class A Member after good faith effort is unable to identifyaCertifiedPublicAccountantwhoiswillingtosignaTaxReturnconsistentwiththeBase Case Model and the Fixed Tax Assumptions within a reasonable time prior to the due date for filing such Tax Return (taking into account available extensions), the Partnership Representative shall be permitted to file an inconsistent Tax Return without the consent of the Class A Member; provided, further, that for the avoidance of doubt none of the Partnership Representative, the ManagingMemberoranyClassBMembershallberelievedofanyliabilitypursuanttoArticleXIarising out of or resulting from the breach of any representation or other obligation of the PartnershipRepresentative,theManagingMemberoranyClassBMemberunderanyTransaction Document. Each Member will furnish to the Partnership Representative all pertinent information initspossessionrelatingtotheCompany’soperationsthattheCertifiedPublicAccountantrequests that is reasonably necessary to allow the Company’s Tax Returns to be prepared and filed. The CompanywillfurnishtotheMembers(a)bynolaterthan75daysaftertheendofthetaxableyear, drafts of Schedules K-1 proposed to be delivered to the Members and filed by the Company with

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itsTaxReturnforsuchtaxableyearand(b)bynolaterthanJuly31ofeachyear,copiesofthe U.S.federal,stateandlocalTaxReturnsproposedtobefiledbytheCompanyfortheimmediately preceding tax year, together with all accompanying schedules and tax work papers; provided, however, that any such Tax Return for any year in which the Company claims an ITC shall be provided no later than May31st. The Partnership Representative shall incorporate all reasonable changesorcommentstosuchproposedTaxReturnandinformationreturnsrequestedbytheother Membersatleast10dayspriortothefilingdateforsuchTaxReturns(asextended).Aftermaking such requested changes, the Partnership Representative shall, on behalf of the Company, file all TaxReturnsinatimelymanner,takingintoaccountanyapplicableextensions;provided,however, thatanysuchTaxReturnforanyyearinwhichtheCompanyclaimsanITCshallbefilednolater than July31st. Within 20 days after filing, the Partnership Representative shall, on behalf of the Company, deliver to each Member a copy of such Tax Returns and information returns as filed, together with any additional tax-related information in the possession of the Partnership Representative or the Company that such Member may reasonably and timely request in order to prepareitsownincomeTaxReturns.TheCompanywillbearthecostsofthepreparationandfiling of its returns, including the fees of the Certified Public Accountant and any costs incurred by the Partnership Representative.

8.9    Representations, Warranties and Covenants of the Members. Each of the Class A Member and Class B Members represents, warrants and covenants to the Company and the other Members that the following statements are true and correct as of (x) with respect to the Class A Member and the Initial Class B Member, the Effective Date and each Funding Date and (y) with respect to any other Person hereafter admitted as aMember pursuant tothis LLCA, the date such Person is so admitted as a Member and each Funding Date occurring thereafter (in each case, unless otherwise noted):

(a)    It (i) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the full right, power and authority to perform its obligations under this LLCA, (iii) will at all times report the Transaction in accordance with this LLCAanditsownapplicableregulatoryrequirements,(iv)hasdiscussedtheTransactionandthe accountingandtaxtreatmentthatitintendstoaccordtheTransactionwithitsindependentadvisors, and it is solely responsible for deciding to enter into the Transaction and has not relied on any otherparty(saveforanyrepresentationsmadeinthisLLCA),otherthanitsindependentadvisors, in respect of the accounting or tax treatment to be applied to the Transaction or the overall suitabilityoftheTransaction,(v)isan“accreditedinvestor”withinthemeaningofRule501(a)(1), (2), (3) or (7) of the Securities Act and is able to bear the economic risk of losing its entire investment in the Company, (vi) has such sophistication, knowledge and experience in financial andbusinessmattersthatitiscapableofevaluatingthemerits,risksandsuitabilityofenteringinto theTransaction,(vii)isacquiringitsinterestforitsownaccountandnotasanomineeoragent, (viii)understandsitsinteresthasnotbeen,andwillnotbe,registeredundertheSecuritiesActand isbeingacquiredinatransactionnotinvolvingapublicofferingbyreasonofaspecificexemption from the registration provisions of the Securities Act, the availability of which depends upon, amongotherthings,thebonafidenatureofeachMember’sinvestmentintentandtheaccuracyof the Members’ respective representations as expressed herein, (ix) understands that no public market now exists for the Membership Interests or any of the securities of the Company and that

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neithertheCompanynoranyMemberoritsaffiliatehasmadeanyassurancesthatapublicmarket will ever exist for the Membership Interests or the Company’s securities, (x) (or if it is a disregardedentity,thePersontreatedasowningsuchMember’sassetsforU.S.federalincometax purposes)isandwillcontinuetobea“UnitedStates person”asdefinedinsection7701(a)(30)of the Code and (xi) (or if it is a disregarded entity, the Person treated as owning such Member’s assets for U.S.federal income tax purposes) is and will remain not subject to withholding under Section 1446 of the Code.

(b)    This LLCA is a legal valid and binding obligation of the Member, enforceable againstitinaccordancewithitsterms,exceptassuchenforceabilitymaybelimitedbyapplicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general equitable principles.

(c)    Thateither(i)nopartoftheaggregateCapitalContributionsmadebytheMember and used by the Member to acquire its membership interest constitutes Assets of any “employee benefit plan” within the meaning of section3(3) of ERISA or other “benefit plan investor” (as definedinU.S.DepartmentofLaborReg.§§2510.3-101etseq.orinsection3(42)ofERISA)or Assetsallocatedtoanyinsurancecompanyseparateaccountorgeneralaccountinwhichanysuch employee benefit plan or benefit plan investor (or related trust) has any interest or (ii) the source of the funding used to pay the Capital Contributions made by the Member is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption95-60,issuedJuly12,1995,andthereisnoemployeebenefitplan,treatingasasingle plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners “Annual Statement” filed with such Member’s state of domicile.

(d)    Neither the Member (or if it is a disregarded entity, the Person treated as owning suchMember’sassetsforU.S.federalincometaxpurposes)noranyofitsdirectorindirectowners isaDisqualifiedEntityorwillbecome,withintheRecapturePeriod,aDisqualifiedEntity.Neither the tax status of the Member (or if it is a disregarded entity, the Person treated as owning such Member’s assets for U.S.federal income tax purposes) nor any of its direct or indirect owners causes,orwillcause,anyportionoftheProjecttobesubjecttothealternativedepreciationsystem under Section 168(g) of the Code.

(e)    Such Member (or if such Member is a disregarded entity, the person treated as owning the Member’s assets for federal income tax purposes) is not and will not be a Related Person.

(f)    Such Member (A) will not take a position on any Tax Return that is inconsistent with any Project and any property that is part of such Project being Placed In Service by the Company and the “original use” (within the meaning of Code Section 48) of any Project and any propertythatispartofsuchProjectcommencingwiththeCompanyand(B)willnotclaimonany Tax Return any depreciation or amortization deductions, ITCs, PTCs or any other tax credits or deductionsthatareavailablewithrespecttoownershiporoperationofanyProjectoranyproperty

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that is part of such Project (except to the extent claimed by the Company and allocated to such Member).

(g)    NoCoveredEntityrelatingtosuchMember(i)isaSanctionedPerson,(ii)hasany ofitsassetsinaSanctionedCountryorinthepossession,custodyorcontrolofaSanctionedPerson or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority. Each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws.

(h)    TheproceedsofanyTransactionDocumentwillnotbeusedtofundanyoperations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority and the funds used with respect to the Project are not derived from any unlawful activity.

8.10    Additional Representations and Warranties of the Managing Member. The Managing Member represents, warrants and covenants to the Company and the other Members that the following will be true and correct as of the Effective Date and will continue to be true throughout the Recapture Period (unless otherwise noted below):

(a)    No federal tax credit or grant in lieu of a tax credit has been claimed with respect totheProjectorwillbeclaimedwithrespecttotheProjectwithintheRecapturePeriodotherthan the ITC, as contemplated by the Base Case Model.

(b)    Either(x)(i)forpurposesofSection48(a)(9)(B)(ii)oftheCode,constructionofthe ProjectbeganbeforeJanuary29,2023and(ii)theProjectisexemptfromtheprevailingwageand apprenticeshiprequirementsofSection48(b)(9)-(10)oftheCode,and(iii)allpropertyincluded intheProjecthasbeenorwillbePlacedInServicebyDecember31,2025or(y)(i)(a)forpurposes of Section 48(a) of the Code, construction of the Project began before December 31, 2024 by complying withthe FivePercent SafeHarbor (asdefined inIRS Notice2018-59) asof suchdate, (ii) the Project has complied with the PWA Requirements and (iii) the Class B Member has maintained (or has caused to be maintained) records sufficient to enable the Company to demonstrate compliance with, or to correct any failure to comply with, the PWA Requirements (including the information set forth in Treasury Regulations Sections 1.45-12).

(c)    IfitbecomesreasonablylikelythatalloranyportionoftheProjectmaybePlaced In Service after December 31, 2025, the Class B Member shall comply with the requirements of Section 6.1(c) of the ECCA.

(d)    If the Project is Placed in Service after December 31, 2025, the Class B Member shall, at its sole cost and expense, cause the Project to satisfy the PWA Requirements, including by maintaining (or causing to be maintained) records, including the information set forth in Treasury Regulations Sections 1.45-12, sufficient to enable the Company to demonstrate

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compliance with, and to correctany failure to comply with the PWA Requirements by paying backpay, penalties and interest, as required.

(e)    ExceptasprovidedinthisLLCA,noPersonotherthantheCompanyandtheProject Companyhasorwillhaveanownershipinterest,orarighttoacquireanownershipinterest,inany Project.

(f)    Noelectricity generatedby the Projectwill beused to heata swimming pool.

(g)    No electricity from the Project will be sold to a Member or an Affiliate of a Member.

(h)    Except to the extent otherwise required based on a prior IRS determination or in accordancewithSection8.8(a),theManagingMemberanditsAffiliateswillnottakeanyposition or allow the Company to take any position that is inconsistent with the Fixed Tax Assumptions.

(i)    NopartoftheAssetsoftheCompanyortheProjectCompanyisorwillatanytime be “tax-exempt use property” within the meaning of Section168(h) of the Code, other than as a result of the ownership interest of the Class A Member or its direct or indirect owners.

(j)    ForpurposesoftheITC,thetaxbasisallocabletotheITCEligiblePropertyofthe Project shall be equal to the amount allocated to ITC Eligible Property in the Cost Segregation Report. The Project qualifies for the ITC rate of thirty percent (30%) of the ITC Eligible Basis unless otherwise reflected in the applicable Funding Date Model.

(k)    ItshallprovidewrittennoticetoClassAMemberpromptly,andinanycase,within ten(10)daysofittakinganyactionorbecomingawareofanynewobligationorcircumstancethat would require the Project Company to make a report to, or filing with, FERC, NERC, PJM or NCUC, pursuant to any applicable Law, including those rules or regulations applicable to the ProjectCompany’sabilitytosellelectricenergyatwholesale,ancillaryservices,capacity,orRECs from theProject.Managing Member,theCompany andtheProject Companyshallcooperateand provide such information as may be reasonably necessary in order to make any such reports orfilings required under any applicable Law.

8.11    TaxCredit Transfers.

(a)    Generally. If any portion of the Project is Placed In Service after December 31, 2025,theClassAMembermay,bywrittennoticetotheManagingMember,directtheManaging Member,(i)tocausetheCompanytomakeavalidelectionpursuanttoSection6418oftheCode, the Treasury Regulations promulgated thereunder and any guidance issued that is associated therewith (collectively, the “ITC Transfer Legal Requirements”) with respect to each eligible credit property (an “ITC Transfer Election”) to transfer all or any specified portion of the ITCs generated after December 31, 2025 to which it is entitled (an “ITC Transfer”) to one or more personswhoarenotrelatedtotheCompanywithinthemeaningofSections267(b)and707(b)(1) of the Code (each, an “ITC Transferee”) and (ii) to enter into one or more tax credit purchase agreements (each, a “Tax Credit Purchase Agreement”) between the Company and the ITC

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Transferee reflecting the terms of the ITC Transfer that comply with the requirements in this Section 8.11. The Managing Member shall cause any ITC Transfer Election and subsequent ITC Transfer to comply with the ITC Transfer Legal Requirements.

(b)    Cooperation.IftheManagingMemberisdirectedbytheClassAMembertomake an ITC Transfer Election, (i) the Class A Member shall provide to the Managing Member the necessary information regarding such ITC Transferee, (ii) the Managing Member shall timely furnishtotheClassAMember,theITCTransfereeandtheIRS,asapplicable,allinformationand documentation reasonably requested and filings necessary to effectuate such ITC Transfer in compliancewiththeITCTransferLegalRequirements,and(iii)theManagingMembershallcause the Company to complete the “pre-filing registration” process in compliance with ITC Transfer LegalRequirementspromptlyafterPlacedInServiceandinanyeventnolaterthansixty(60)days prior to the time set forth by the ITC Transfer Legal Requirements for the completion of such registration; provided, however, that if the IRS registration portal is not then available, such registration shall be effected promptly upon the opening of the IRS registration portal.

(c)    ITC Transfer Costs. The Class A Member shall economically bear all reasonable and documented transaction costs and expenses (including fees of external legal counsel) of the Company and the Class B Members (such costs and expenses, the “ITC Transfer Costs”) in connection with the ITC Transfer Election and ITC Transfer (including any reasonable and documented costs and expenses (including fees of external legal counsel) incurred in connection with making the agreed modifications to this Agreement and the review of the applicable Tax Credit Purchase Agreement in connection with such ITC Transfer). All ITC Transfer Costs associated with any ITC Transfer will be paid by the Class A Member in accordance with the foregoing and will not be deducted from the ITC Transfer purchase price paid to the Company such that the Company receives the full amount of the purchase price.

(d)    Indemnification. None of the Company, the Project Company, the Managing Member, or the Class B Member or any of its Affiliates shall be required to indemnify any ITC Transferee in any ITC Transfer without such Person’s consent.

8.12    Survival. The representations, warranties and covenants in this Article VIIIwill survive the termination of this LLCA and the Company.

ARTICLEIX

TRANSFERSOFINTERESTS;PURCHASEOPTION

9.1    Transfer Restrictions. A Member may not Transfer all or any portion of its MembershipInterest,exceptinstrictaccordancewiththisArticleIX.ReferencesinthisLLCAto Transfers of a “Membership Interest” will also refer to Transfers of a portion of a Membership Interest.AnyattemptedTransferofanyMembershipInterestinviolationofthisArticleIXwillbe null and void ab initio. The Members agree that a breach of the provisions of this Article IXmay cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedy at law) are inadequate in view of (a) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to complywithsuchprovisionand(b)theuniquenessoftheCompany’sbusinessandtherelationship

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among the Members. Accordingly, the Members agree that this Article IXmay be enforced by specific performance.

9.2    PermittedTransfers.

(a)    Transfers by the Class A Member. Prior to the SC Funding Date, the Class A Member may Transfer all or part of its Class A Membership Interests to a Person that is not a Disqualified Transferee and is an Affiliate of the Class A Member so long as it satisfies the requirementsofSection9.3andsolongastheClassAMember,thetransferee,andeachother party the Class A Guaranty sign an acknowledgement stating the Class A Guaranty shall continue in full force and effect as credit support for the satisfaction of the obligations of such assignee. After the SC Funding Date, the Class A Member may Transfer all or part of its Class AMembershipIntereststoaPersonthatis(i)notaDisqualifiedTransfereeand(ii)priortothe Flip Date, within the two (2) years preceding such assignment, has made investments in renewableenergyassetsintheaggregateofatleastfiftymilliondollars($50,000,000)(or,ifthe initial Class A Member retains any part of the Class A Units following such transfer, at least twentyfivemilliondollars($25,000,000)),solongasitsatisfiestherequirementsofSection9.3. Notwithstanding the foregoing, the Class A Member may Transfer all or part of its Class A Membership Interests at any time in accordance with any of Sections 9.4, 9.7and 9.8.

(b)    Transfers by the Class B Members Prior to the Consent Date. Prior to the Consent Date,anyClassBMembermayTransferallorpartofitsClassBMembershipInterestssolongas it satisfies the requirements of Section9.3with prior written Consent of the Members; provided, that the following Transfers to any Person that is not a Disqualified Transferee are not subject to the approval by Consent of the Members so long as the requirements of Section9.3are satisfied (provided,thatinthecaseofanysuchTransfersduringtheRecapturePeriod,theClassAMember shall have confirmed acceptance of the Class B Transfer Tax Opinion in writing to the Class B Member prior to the consummation of such Transfer):

(i)    aTransfer toa Qualified Transferee;

(ii)    aTransfer inaccordancewith Section 9.7;

(iii)    a direct Transferthat, taken together with all prior Transfers, constitutes a Transferoflessthan50%oftheaggregatenumberofClassBUnitstoaPersonthatisnot a Disqualified Transferee and whom will not assume the role of Managing Member;

(iv)    an indirect Transferconsisting of a direct or indirect transfer of an interest in a Class B Member that does not constitute a Change of Member Control pursuant to clause(a)or(b)ofthedefinitionofControl(butsubstituting30%for50%ineachinstance set forth therein); and

(v)    a Transfer upon foreclosure(or in lieu of such foreclosure) under an Encumbrance on the Class B Membership Interests or on any membership interest in any ClassBMember(oranydirectorindirectParentofsuchClassBMember)aspermittedin accordance with Section 9.5.

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(c)    TransfersbytheClassBMembersAftertheConsentDate.AftertheConsentDate, each Class B Member may Transfer all or part of its Class B Membership Interests to any Person that is not a Disqualified Transferee, so long as it satisfies the requirements of Section 9.3.

9.3    ConditionstoTransfers.ExceptasotherwiseexpresslyprovidedinthisArticleIX, all Transfers permitted by this LLCA will be subject to the satisfaction of the following requirements:

(a)    Transfer Documents. The following documents will have been delivered by the Transferring Member to the Managing Member and each other Member:

(i)    Notice. Written noticenot less than 10 Business Days before the proposed effectivedateoftheTransfer;provided,thatsuchnoticewillnotberequiredinthecaseof an indirect Transfer that is not a Change of Member Control or a Transfer in connection with a foreclosure of an Encumbrance (or in lieu of such foreclosure) permitted pursuant to Section 9.5.

(ii)    Transfer Instrument. A transferinstrument executed by the Transferring Member and the Transferee, in substantially the form of ExhibitE; provided, that such an instrumentwill notbe requiredin the case of an indirect Transfer or a Transfer upon or in lieu of foreclosure under an Encumbrance on the Class B Membership Interests or any membershipinterestinanyClassBMember(oranydirectorindirectParentofsuchClass B Member) as permitted in accordance with Section9.5, and the transfer instrument requirementmaybesatisfiedbythedatingbytheTransfereeofatransferpowerdelivered in connection with the granting of the Encumbrance.

(iii)    Class B Member Credit Support. If the Transferinvolves any direct or indirect Transfer of any Class B Membership Interest (including any Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance on such Class B MembershipInterestorChangeofMemberControlofaClassBMember),then:(A)such Class B Member has delivered to Class A Member an amendment or ratification, as applicable, by the Class B Member Guarantor of the Guaranty, or a certification by such ClassBMember,confirmingthatsuchGuarantywillcontinueinfullforceandeffectand theguaranteedobligationsthereunderwillincludetheobligationsoftheTransfereeasa Class B Member and, if such Class B Member is the Managing Member, Managing Member hereunder; provided, that no such amendment, certification or confirmation will beneededinconnectionwithanydirectorindirectTransferofequityinterestsin,orchange in Control of, such Class B Member’s Parent or (B) the Transferee has delivered a replacement guaranty in the same form and containing the same terms as the Guaranty in favor of Class A Member, issued by a guarantor who is a Qualified Transferee or, in the caseofadirectTransferoftheClassBMembershipInterests,theTransfereeisaQualified Transferee.

(iv)    ClassAMemberCreditSupport.IftheTransfer (A)occurspriortotheSC Funding Date and (B) involves (1) any Class A Membership Interest (including any Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance on such

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ClassAMembershipInterest)or(2)aChangeofMemberControloftheClassAMember, then: (x) the Class A Member has delivered to the Class B Member a ratification by the Class A Member Guarantor of the Class A Guaranty, confirming that it will continue in full force and effect and will include the obligations of the Transferee as the Class A MembertomakeCapitalContributionsundertheECCA;provided,thatnosuchratification will be needed in connection with any direct or indirect Transfer of equity interests in, or change in Control of, Class A Member’s Parent or (y) the Transferee has delivered a replacement guaranty in the same form and containing the same terms as the Class A GuarantyinfavorofClassBMember,issuedbyaguarantorwhosatisfiestherequirements of clauses (b)and (d)of the definition of Qualified Transferee.

(b)    Applicable Law; Securities Law. Such Transfer does not violate any provision of Applicable Law, including applicable securities law.

(c)    Tax Consequences. The Transfer must not (i) cause the Company to be classified asacorporationforfederalincometaxpurposes(forexample,asapubliclytradedpartnership)or (ii) if such Transfer by a Class B Member occurs prior to the end of the Recapture Period, be a Transfer to a Disqualified Entity or Related Person. In connection with a Transfer within the RecapturePeriod,theTransferringClassBMembershallprovideanopinionofanationally-recognized tax counsel, selected jointly by the Members, at least at a“will” level that theTransferisnottoaDisqualifiedEntityorRelatedPerson(itbeingunderstoodthatinrendering suchopinion,suchtaxcounselshallbeentitledtorelyuponreasonableassumptionsandcustomary and reasonable representations provided by the relevant parties) (such opinion, the “Class B Transfer Tax Opinion”). The Transferring Class B Member is not relieved from any indemnity obligation under this LLCA for any adverse tax consequences resulting from a Transfer to a Disqualified Entity or Related Person within the Recapture Period.

(d)    PaymentofExpenses.TheTransferringMemberandtheTransfereewillhavepaid or reimbursed the Company, the Project Company and each Member for all reasonable costs and expensesincurredbytheCompany,suchProjectCompanyandsuchMembersinconnectionwith theTransferandadmissionnolaterthanten(10)daysaftersuchPerson’sreceiptofaninvoicefor the amount due; provided, that notwithstanding anything to the contrary, a Member that attempts butfailstoTransferanyMembershipInterestsshallreimbursetheCompany,theProjectCompany andeachMemberforallofthereasonable,documented,out-of-pocketcostsandexpensesincurred byeachoftheminconnectionwiththefailedTransfernolaterthanten(10)daysofsuchMember’s receipt of an invoice for the amount due.

(e)    No Release. Such Transfer will not effect a release of the Transferring Member from any liabilities to the Company, the Project Company or the other Members arising from events occurring prior to or in connection with the Transfer.

(f)    Consents and Permits. All consents, approvals and Governmental Approvals with respect to such Transfer will have been obtained.

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(g)    Investment Company Act. Such Transfer does not require the Company or the Project Company to register as an “investment company” under the Investment Company Act of 1940, as amended.

(h)    Project Documents; Covenants. Such Transfer will not cause a default or event of defaultunderanyProjectDocumentor,priortotheSCFundingDate,anyConstructionFinancing Document or result in the breach by the Transferring Member of any covenant of such Member under this LLCA.

(i)    Regulatory Matters. Such Transfer shall not result in (i) the Project Company ceasing to be an Exempt Wholesale Generator or becoming subject to regulation under PUHCA other than with respect to regulations pertaining to maintaining Exempt Wholesale Generator status or (ii) the loss of the Project Company’s MBR Authority, or any restrictions or limitations thereto.

(j)    KYC. If the Transfer involves any Membership Interest (including any Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance on such Membership Interest) or Change of Member Control of a Member, the Transferring Member shall have deliveredtothenon-TransferringMembersallsuchdocumentationandinformationrequestedby the non-Transferring Members (including the names and addresses of the proposed Transferee) that is reasonably necessary for the non-Transferring Members to identify the Transferee in accordance with the requirements of the US PATRIOT Act of 2001 (including the “know your customer” and similar regulations thereunder).

9.4    RegulatoryCompliance.

(a)    IntheeventthattheClassAMemberreasonablydeterminesthatithasaRegulatory Problem,theCompanyandtheManagingMemberagree,atthesolecostandexpenseoftheClass A Member, to take all actions reasonably requested by the Class A Member (i) to effectuate and facilitateanytransferbytheClassAMemberofanySecuritiesthatitholdsintheCompanytoany Person it designates that is not a Disqualified Transferee so long as Section9.3is complied with, (ii) to permit the Class A Member (or any of its Affiliates) to exchange all or any portion of the voting Securities then held by such Person for non-voting Securities of the Company, whichnon-votingSecuritieswillbeidenticaltothevotingSecurities,exceptthatsuchnewSecuritieswill be non-voting and will be convertible into voting Securities on terms requested by the Class A Member and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (iii) to continue and preserve the respective allocation of the voting interests with respecttotheCompanyarisingoutoftheClassAMember’sownershipofvotingSecuritiesbefore the transfers and amendments referred to above (including entering into additional contracts reasonably requested by the Class A Member to permit any Persons designated by the Class A MembertoexerciseanyvotingpowerrelinquishedbytheClassAMemberuponanyexchangeof voting Securities for non-voting Securities of the Company). At the sole cost and expense of the ClassAMember,theCompanywilltakeanyadditionalactionsreasonablyrequestedbytheClass A Member to effectuate the intent of the foregoing so long as the additional actions do not have an adverse impact on the Company or any other Member. If the Class A Member is, or elects to transferSecuritiesoftheCompanyinordertoavoidaRegulatoryProblemto,aRegulatedHolder,

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the Company and each of the Members agree that, at the request of the Class A Member, the provisionsofthisSection9.4willapplytosuchRegulatedHolderinordertoassistsuchRegulated Holder in complying with Applicable Law and regulations to which it is subject. To the extent necessarytocomplywithsuchlawsandregulations,suchagreementsmayincluderestrictionson the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting Securities or total Securities (equity and debt) than it is permitted to hold under such laws and regulations.

(b)    In the event the Class A Member has the right to acquire any of the Company’s SecuritiesfromtheCompanyoranyotherPerson(astheresultofapreemptiveoffer,prorataoffer or otherwise), and the Class A Member reasonably determines that it has a Regulatory Problem, at the Class A Member’s request, the Company, at the sole cost and expense of the Class A Member,willoffertoselltotheClassAMembernon-votingSecurities(or,iftheCompanyisnot theproposedseller,willarrangefortheexchangeofanyvotingSecuritiesfornon-votingSecurities immediatelypriortoorsimultaneouswithsuchsale)onthesametermsaswouldhaveexistedhad theClassAMemberacquiredtheSecuritiessoofferedandimmediatelyrequestedtheirexchange for non-voting Securities pursuant to subsection (a)above.

(c)    RelatedCovenants.

(i)    TheCompanywillprovideatleast15dayspriorwrittennoticetotheClass A Member of a proposal to distribute voting or equity Securities to any Member or to repurchase voting or equity Securities from any Member.

(ii)    If, in connection with a RegulatoryProblem, at any time as a result of any repurchase, redemption or conversion of Company Securities or otherwise, the Class A Memberwillholdinexcessof4.99%ofanyclassofvotingSecuritiesoftheCompany,the portion of the Class A Member’s Securities of each such class of Securities entitling the Class A Member to in excess of 4.99% of the voting power of such class will, without furtheractiononthepartoftheClassAMemberortheCompany,bedeemedtobe non-voting Securities.

(d)    Any transfer requested to be made, or any accommodation requested to be given, pursuanttoSections9.4(a)or(b)willberequestedandmadeorgivenonlytotheextenttheClass A Member determines (in its reasonable judgment) to be necessary to address the applicable Regulatory Problem.

(e)    TheClassAMembershallindemnify,defend,andholdharmlesstheCompany,the ProjectCompany,eachotherMember,andtheirrespectiveAffiliatesfromandagainstanyandall reasonable, documented, out-of-pocket costs, expenses, liabilities, and damages arising out of or related to the evaluation and execution of any documents in connection with the Transfer, includingbutnotlimitedtoreasonable,documented,out-of-pocketlegalfees,consultantfees,and any other costs incurred in connection with such evaluation and execution.

9.5    Encumbrances of Membership Interest. The Class A Member may Encumber its Membership Interest directly or indirectly, and any Class B Member may Encumber its

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MembershipInterestdirectlyorindirectly,ineachcase,solongasanyTransferuponforeclosure ofsuchEncumbrance(orTransferinlieuofsuchforeclosure)istoaQualifiedTransferee(solely inthecaseofaClassBMember),isnottoaDisqualifiedTransfereeandotherwisecomplieswith therequirementsofSection9.3.Notwithstandinganythingtothecontrary,ifthereisaforeclosure or a transfer in lieu of such a foreclosure upon a Class B Member Encumbrance pursuant to the Lender Consent, such foreclosure or transfer in lieu of a foreclosure shall be permitted.

9.6    Admission of Transferee as a Member. Any direct Transferee of a Membership Interest in a Transfer permitted under Section9.2will be admitted to the Company as a Member, with the Membership Interest so transferred to such Transferee, to the extent that (a) the TransferringMembermakingtheTransferhasgrantedtheTransfereetheTransferringMember’s entire Membership Interest, or, in the case of Transfer of a part of such Member’s Membership Interest,theexpressrighttobesoadmittedasaMember;and(b)suchTransferiseffectedinstrict compliance with Section 9.3.

9.7    Buyout Events.

(a)    This Section9.7will apply to any of the following events (each, a “Buyout Event”):

(i)    aMemberbecomesBankrupt;

(ii)    aMemberinvoluntarilydissolvesandcommencesliquidationorwinding up; or

(iii)    aneventoccurs(otherthanaRegulatoryProblemresolvedpursuantto Section9.4) that makes it unlawful for the Member to continue to be a Member, and such Memberdoesnot,within30daysafterbecomingawareofsuchBuyoutEvent,eithertake all actions necessary to make its continuation as a Member lawful or Transfer its Membership Interest in accordance with Section 9.2and 9.3.

(b)    In each case, the Member with respect to whom a Buyout Event has occurred is referred to as the “Affected Member”.

(c)    IfaBuyoutEventoccurs,eachoftheotherMemberswillhavetheoptiontoacquire the membership interest of the Affected Member (or to cause it to be acquired by a Third Party designatedbytheotherMembers;provided,thatsuchThirdPartyisnotaDisqualifiedTransferee) in accordance with the requirements provided in Section9.3, and any of such other Members electing to exercise such option will be referred to as “Purchasers”. If more than one Member wishes to purchase the Affected Member’s membership interest, then the Affected Member’s membershipinterest will beapportionedamong thePurchasersasagreedbyallofsuchMembers or,ifsuchMemberscannotagree,inproportiontotheirCapitalAccountsafteralltheCapital Contributions required by Article II of the ECCA have been made.

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(d)    The options described in this Section9.7may be exercised by the Purchasers by givingtotheAffectedMember20BusinessDayspriorwrittennoticetosucheffect(the“Buyout Notice”).

(e)    The purchase price (the “Purchase Price”) for a Membership Interest being purchased will be the fair market value agreed to by the Parties or, absent agreement, determined by a qualified appraiser as of the date of such purchase. If the applicable Members are unable to agreeonaqualifiedappraiser,then,within10BusinessDaysofwrittennoticefromtheinitiating partyofthecommencementofanappraisalprocedure,theAffectedMemberontheonehandand the Purchasers on the other hand will each appoint one qualified appraiser, and such qualified appraisers will attempt to agree upon the subject of the appraisal. If either of the applicable Members fails to appoint its respective qualified appraiser within such 10 Business Day period, thedeterminationoftheotherqualifiedappraisershallbeconclusiveandbindinghereunder.Ifthe appointedqualifiedappraisersareunabletoagreeuponthevalueorotherdeterminationinquestion within30daysafterthedateonwhichthelastofthequalifiedappraisersisappointed,theaverage of the determinations of the qualified appraisers shall be conclusive and binding hereunder.

(f)    The closing of any such purchase will occur (i) in the case of a Buyout Event described in Section9.7(a)(iii)that is attributable to an event outside the control of the Affected MemberandsuchAffectedMemberistheClassAMember,onthelaterofthe20thBusinessDay followingthedateoftheBuyoutNotice,andthe5thBusinessDayafterthereceiptofallapplicable Governmental Approvals and necessary approvals from any Governmental Authority, and (ii) in thecaseofallotherBuyoutEvents,onthelaterofthe20thBusinessDayfollowingthedateofthe BuyoutNotice,the20thBusinessDayfollowingthedeterminationofthefairmarketvalueofthe Membership Interest, and the fifth Business Day after the receipt of all applicable Governmental Approvals and necessary approvals from any Governmental Authority.

(g)    Attheclosing,(i)thePurchaserswillexpresslyassumeanyandallobligationsand liabilitiesoftheAffectedMemberunderthisLLCAandanyotherTransactionDocument,Material Project Document or, prior to the SC Funding Date, any Construction Financing Document, as applicable(exceptthoseobligationsorliabilitiesaccruedthroughthedateofsuchclosing),(ii)the MemberswillamendthisLLCAtoreflectthewithdrawaloftheAffectedMemberandthetransfer of the Membership Interest effective as of the date of such closing, and (iii) the Purchasers will pay the Purchase Price to the Affected Member by wire transfer of immediately available funds.

9.8    Purchase Option andROFO.

(a)    Purchase Option. The Class B Members, acting jointly, will have the right to purchaseall,butnotlessthanall,oftheClassAMembershipInterestsforonehundredeighty (180) days after each of (1) the occurrence of the Flip Date and (2) the fifth (5th) anniversary of theFlipDate(the“PurchaseOptionPeriod”)anduponthetermsandconditionsinthis Section9.8(the“PurchaseOption”).Thepurchasepricewillbethegreaterof(A)thefairmarket valueoftheClassAUnits(determinedinaccordancewiththisSection9.8(a)),and(B)theamount requiredfortheClassAMembertoachieveanAfter-TaxIRR(takingintoconsiderationthetax

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effect of such purchase on the Class A Member) equal to 10.0% (the “Purchase Option Price”), subject to the following terms:

(i)    ThePurchaseOptionmaybeexercisedbytheClassBMembersbywritten notice to the Managing Member and the Class A Member on or before the last day of the Purchase Option Period.

(ii)    The fair market value ofthe Class A Membership Interests is what the Parties agree at the time is the value or, absent agreement, what an appraiser, selected jointlybytheParties,saysisthevalueasofthepurchasedate.IftheMemberscannotagree on a qualified appraiser, then the appraiser selection process described in Section9.7(e)willapply.TheClassBMemberswillpayanysales,useorothertransfertaxesincurredin connection with the exercise of the Purchase Option.

(iii)    The closingon the purchase will occur, subject to the receipt of applicable GovernmentalApprovals,including,withoutlimitation,theapprovals,ifany,requiredby FERC,twenty(20)BusinessDaysafterthedateoftheexercisenoticeor,iflater,twenty (20) Business Days after determination of the fair market value or five (5) Business Days afterthereceiptofanyrequiredGovernmentalApprovals.Attheclosing,(i)theapplicable Class B Member will assume all obligations and liabilities of the Class A Member under the Transaction Documents (except those obligations and liabilities accrued before closing), (ii) the Members will amend this LLCA to reflect the withdrawal of the Class A MemberandthetransferoftheClassAMembershipInterestsand(iii)theapplicableClass B Member will pay the Purchase Option Price to the Class A Member by wire transfer of immediately available funds.

(b)    ROFO.

(i)    Except as permittedunder Section9.5, no Class B Member may Transfer all or any portion of its Membership Interest to any Person (other than (A) to an Affiliate, (B) to another Member, (C) in connection with a Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance on the Class B Membership Interests or on any membershipinterestinanyClassBMember(oranydirectorindirectParentofsuchClass B Member) as permitted in accordance with the terms and conditions of Section9.5or, following such a Transfer upon foreclosure (or in lieu of such foreclosure), the first subsequent Transfer made to a Qualified Transferee or (D) any direct or indirect Transfer ofequityinterestsin,orchangeinControlof,aMember’sParent)withoutfirstofferingto sell such Membership Interest (or portion thereof, if applicable) to the Class A Member pursuant to the provisions of this Section9.8(b). Except as otherwise provided in the foregoing sentence, any Class B Member wishing to Transfer all or any portion of its Membership Interest (the “Offeror”) to any Third Party shall deliver a written notice (an “OfferNotice”)totheClassAMember(the“Offeree”)notlessthanthirty(30)daysprior to offering, or soliciting offers for, its Membership Interest (or portion thereof, if applicable) from any Third Party or parties.

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(ii)    The Offer Noticeshall describe in reasonable detail the Membership Interest(orportionthereof,ifapplicable)beingofferedbytheOfferor.Uponreceiptofan Offer Notice, the Offeree shall have the right (a “Right of First Offer”), exercisable by delivery of written notice to the Offeror within 30 days after the date of the Offer Notice, tomakeabindingoffertoOfferortopurchasealloftheMembershipInterestbeingoffered pursuanttotheOfferNotice(an“OffereeBid”).TheOffereeBidshallstatethepricethat theOffereeiswillingtopaytheOfferorfortheofferedMembershipInterestandsuchother terms as may reasonably be expected by a seller of the offered Membership Interest.

(iii)    No later than 30 days after the date of the Offer Notice (the “Offer Notice Period”),theOfferormustnotifytheOffereeofitsdecisionwithrespecttoitsOffereeBid. The Offeror hereby agrees not to sell the offered Membership Interest prior to the earlier of(A)theexpirationoftheOfferNoticePeriodand(B)thecommunicationtotheOfferee of the decision by the Offeror not to sell the offered Membership Interest to the Offeree.

(iv)    IftheOfferorelects,initssolediscretion,toacceptanOffereeBid,thenthe Offeror and Offeree shall, subject to Section9.2, arrange a mutually convenient time (not laterthanninety(90)daysafterthedateoftheOfferNotice)toexecutesuchpurchaseand sale and, at that time, Offeree shall pay to the Offeror consideration for the offered MembershipInterestsubjecttosuchpurchaseandsalebydeliveringsuchconsiderationin exchange for the offered Membership Interest.

(v)    If (A) the Offeree has notexercised its Right of First Offer for the offered MembershipInterest(orportionthereof,ifapplicable)describedintheOfferNoticewithin the 30-day period following the date of the Offer Notice or (B) the Offeror elects, in its solediscretion,tonotaccepttheOffereeBidwithrespecttosuchMembershipInterest(or portion thereof, if applicable) on or prior to the end of the Offer Notice Period, then the Offeror may, during the succeeding one hundred eighty (180) days (provided, that if such sale is subject to regulatory approval, such one hundred eighty (180)-day period shall be extended, so long as the Offeror and its transferee are using commercially reasonable efforts to obtain such regulatory approval, until the expiration of ten (10) Business Days afterallsuchapprovalshavebeenreceived)TransfersuchMembershipInterest(orportion thereof, if applicable) to a Third Party at a price equal to or higher than one hundred and five percent (105%) (or, solely in the event of a Portfolio Sale, one hundred percent (100%)) of the price specified in the Offeree Bid or on other terms and conditions, taken as a whole, not less favorable to the Offeror than the terms specified in such Offeree Bid (any such proposed sale a “Proposed Third Party Sale”). If, at the end of such one hundred eighty (180)-day period (as extended pursuant to the first sentence of thisSection9.8(b)(v),ifapplicable),theOfferorhasnotcompletedsuchProposedThirdParty Sale, then the Offeror shall not Transfer all or any portion of any Membership Interest without again complying with this Section 9.8(b).

9.9    Terminated Member. Upon the closing of a direct Transfer by a Member of all of its Membership Interest in the Company in accordance with this Article IX, the following provisions will apply to the Transferring Member (a “Terminated Member”).

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(a)    The Terminated Member will cease to be a Member immediately upon the occurrence of such closing.

(b)    The Terminated Member will no longer be entitled to receive any distributions (includingliquidatingdistributions)orallocationsfromtheCompany,anditwillnotbeentitledto exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information).

(c)    The Terminated Member must pay (i) to the Company all amounts owed to the Company by the Terminated Member and (ii) to each other Member all amounts owed to such Member by the Terminated Member.

(d)    TheTerminatedMemberwillremainobligatedforallliabilitiesitmayhaveunder this LLCA or with respect to the Company that accrue prior to the closing.

(e)    TheMembershipInterest,includingitsCapitalAccountbalance,oftheTerminated MemberwillbeallocatedamongtheapplicableTransfereesinproportiontotherelativetransferred Membership Interests acquired by such Transferee.

ARTICLE X

TRACKINGMODELANDFLIPDATE

10.1    Calculationof InternalRate of Return.

(a)    Tracking Progress. The Managing Member will send the Class A Member, within 120daysaftertheendofeachFiscalYear(commencingwiththeFiscalYearinwhichtheEffective Date occurs), a report in the form of the Tracking Model showing where it believes the Class A MemberisinrelationtotheTargetIRR.TheManagingMemberwillcalculateandreportwhether theClassAMemberhasreachedtheTargetIRRatleastquarterlythereafter(andatleastmonthly, for each month occurring within the period that is two (2) quarters prior to the projected achievement of the Target IRR) if the report suggests that the Target IRR will be reached during the next two Fiscal Years. The Managing Member will make its advisers available to answer any questions about its calculations. The Class A Member may invoke the dispute resolution procedures in Section 10.2to resolve any item or procedure that is in dispute.

(b)    NoticeofDate.TheManagingMemberwillnotifytheClassAMemberinwriting atleast10BusinessDaysbeforetheDistributionDateafterthecalendarmonthinwhichitbelieves the Class A Member reached the Target IRR or at least 30 days before making any liquidating distributions if itbelieves the ClassA Member willreach the TargetIRR as aconsequenceof the liquidating distributions. The notice will include the Tracking Model showing the Managing Member’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocationsanddistributionsthattheManagingMemberproposestomaketotheClassAMember under Section12.2in light of the calculations. The Managing Member will make its advisers available to answer any questions about its calculations. The Class A Member may invoke the dispute resolution procedures in Section 10.2to resolve any dispute.

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(c)    Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the After-Tax IRR:

(i)    ThecalculationshallbemadeonthebasisoftheClassAMembership Interest acquired by the Class A Member.

(ii)    TheClassAMemberwillbeassumedtohaveowneditsClassA Membership Interest since the EffectiveDate.

(iii)    TaxCostsandTaxBenefitsshallbetakenintoaccountasfollows:

(A)    Tax Costs and Tax Benefits shall be calculated on the basis of the Fixed Tax Assumptions (except as provided in Section10.1(c)(iii)(B)) unless a Fixed Tax Assumption is incorrect as a result of a Specified Exception, in which case the applicable Fixed Tax Assumption shall be disregarded. In all other respects,itemsofincome,gain,loss,deductionandcreditoftheCompanyforany AllocationPeriodwillbecalculatedbasedontheamountsallocatedinaccordance with the U.S.federal income tax accounting methods and tax elections actually used with respect to such Allocation Period by the Company in the preparation of its U.S.federal income Tax Returns, or as adjusted on any amended U.S.federal income Tax Return or as a result of a U.S.federal income tax audits described in Article VIII. For the avoidance of doubt, subject to clause (v)of the definition of “Fixed Tax Assumptions,” the Fixed Tax Assumptions will apply regardless of whether a Change in Tax Law or other change in law makes the Fixed Tax Assumptionsincorrect.Fortheavoidanceofdoubt,anytaxdetrimentfromanygain recognized by the holder of a Class A Unit pursuant to Section731(a) of the Code (determined in accordance with this Section10.1(c)(iii)(A)) or upon any distributioninliquidationoftheCompanyoranysaleofClassAUnitspursuantto Article IX, shall be treated as a Tax Cost for all purposes of this LLCA, and any allocable Section 734(b) adjustment shall be treated as a Tax Benefit.

(B)    Anyloss,deductionorcredit(includingITCs)foraperiodafterthe Effective Date and allocable to a Class A Unit shall be deemed to produce Tax Benefits on the Tax Payment Dates for the Allocation Period in which such loss, deductionorcreditarises(butsubjecttoanyprovisionofApplicableLawlimiting, restricting,deferringordisallowingsuchloss,deductionorcreditthatappliesatthe level of the Company); provided, that the Members agree that, for these purposes, any ITC generated by a Block Placed In Service (i) in 2025 will be deemed to produceTaxBenefitsattheendofthemonthofApril2026,(ii)onorafterJanuary 1, 2026 and before April 1, 2026 will be deemed to produce Tax Benefits ratably attheendofthemonthofeachofJune2026,September2026,andDecember2026, and (iii) on or after April 1, 2026 will be deemed to produce Tax Benefits at the end of the month of April 2027; provided, further, that if the Class A Member is unabletouseanyTaxBenefitsduetolimitationsimposedbySection704(d)ofthe Code,suchTaxBenefitswillnotbetakenintoaccountuntilsuchtimeassuchTax Benefits are available to be used and no longer limited by Section704(d) of the

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Code or such time as such Tax Benefits would have been available to be used and nolongerlimitedbySection704(d)oftheCodebutforachangeinownershipofa ClassAMembershipInterest.AnyincomeorgainallocabletoaClassAUnitshall bedeemedtoproduceTaxCostsontheTaxPaymentDatefortheAllocationPeriod in which such income or gain arises.

(C)    With respect to any calendar year which has ended prior to the Distribution Date or date of distribution of Liquidation Proceeds as of which the calculation is being made, the net Tax Costs or Tax Benefits, as the case may be, with respect to the tax items allocable to the Class A Member for such year shall be allocated equally to the Tax Payment Dates in that year and treated as having beenpaidorreceived,asthecasemaybe,onsuchTaxPaymentDates,exceptthat, subject to Section10.1(c)(iii)(B)(including, for the avoidance of doubt, the Members’agreementthatITCsgeneratedbyaBlockPlacedInService(i)in2025 willbedeemedtoproduceTaxBenefitsattheendofthemonthofApril2026,(ii) onorafterJanuary1,2026andbeforeApril1,2026willbedeemedtoproduceTax BenefitsratablyattheendofthemonthofeachofJune2026,September2026,and December 2026, and (iii) on or after April 1, 2026 will be deemed to produce Tax Benefits at the end of the month of April 2027), any Tax Costs or Tax Benefits (other than the ITC) for the calendar year that includes the Placed In Service Date shall be allocated ratably over the Tax Payment Dates in that year on and subsequent to the Placed In Service Date.

(D)    With respect to any calendar year that has not ended prior to the Distribution Date or date of distribution of Liquidation Proceeds as of which the calculation is being made, the net Tax Costs or Tax Benefits, as the case may be, with respect to the tax items allocable to the Class A Member for the portion of suchyearashasbeencompleted(asoftheendofthecalendarquarterimmediately preceding such Distribution Date or date of distribution of Liquidation Proceeds) shall be allocated ratably and treated as having been paid or received, as the case maybe,ontheTaxPaymentDatesforsuchcalendaryear,includingTaxPayment Dates which fall subsequent to the Distribution Date or date of distribution of Liquidation Proceeds. In any case in which Tax Costs or Tax Benefits are deemed to be received after the Distribution Date or date of distribution of Liquidation Proceeds, or in calculating the Flip Date, the Target IRR shall be applied to calculate the present value of such items for the period between the Distribution DateordateofdistributionofLiquidationProceeds,ortheestimatedFlipDate,as the case may be, and the Tax Payment Date.

(E)    Any ITC Transfer shall be disregarded for purposes of calculating theTargetIRR.AnyITCTransferCostsorcashproceedsdistributedtoorincurred by(asthecasemaybe)theClassAMemberswithrespecttoaClassAITCTransfer shallbeignoredforpurposesoftheTargetIRRcalculation,theClassAMember’s Capital Account, and the Class A Member’s outside basis in its partnership interests.

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(d)    End-of-YearTrueUp.IftheU.S.federalincomeTaxReturnthattheCompanyfiles fortheFiscalYearinwhichtheTargetIRRisreachedsuggeststhattheTargetIRRwasnotreached in the calendar quarter the Company assumed for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are inaccurate due to a Specified Exception) or the calculation assumptionsandconventionsinSection10.1(c),thentheManagingMemberwillrecalculatewhen the Target IRR was reached and send a new notice to the Class A Member that will be subject to thesamedisputeresolutionproceduresinSection10.2astheoriginalnotice.TheManaging MemberwillalsocalculatetheshortfallinorexcessAvailableCashFlow,inpresent-valueterms usingtheTargetIRRasthediscountrate,thattheClassAMembershouldreturn,orshouldreceive, as a consequence of the earlier miscalculation (the “Cash Difference”). Once the revised calculation becomes final, the distribution percentages in Section5.1will be adjusted to the maximum extent necessary to correct, on a present value basis calculated at the Target IRR, the CashDifference;provided,thatthesharingpercentageoftheClassAMembershallbeequaltoor greaterthan5.00%;provided,further,thatthesharingpercentageoftheClassBMembersshallbe equaltoorgreaterthanthegreaterof50%oftheAvailableCashFlowthatwouldotherwisehave beendistributedtotheClassBMembersunderSection5.1andtheamountneededtopayPermitted DebtService.ThereviseddistributionpercentageswillremainineffectuntiltheCashDifference has been eliminated.

(e)    CurativeFlipAllocations.If,afterfilingtheU.S.federalincomeTaxReturnforthe year in which the Company treated the Target IRR as having been reached, there is a change in the income, loss or any ITC the Company reported for the period through the end of the calendar quarter in which the Target IRR was assumed to have been reached, as a result of the change the TargetIRRhasnotbeenreachedforreasonsotherthaninaccuracyoftheFixedTaxAssumptions (unless they are inaccurate due to a Specified Exception) or the calculation assumptions and conventionsinSection10.1(c)andtheCompanyhasnotyetmadeliquidatingdistributionsunder Section12.2, then there will be a “Curative Flip Allocation.” The Managing Member will determine the shortfall between the Target IRR and the After-Tax IRR the Class A Member actuallyachievedthroughthelastDistributionDatetheCompanydistributedcashunder Section5.1. The sharing ratios in Sections4.1and 5.1will be adjusted for subsequent allocations and distributions to the maximum extent necessary to restore the Class A Member to the Target IRRasquicklyaspossible;provided,thatthesharingratiooftheClassBMembersshallbeequal to or greater than the greater of 50% of the Available Cash Flow that would otherwise have been distributed to the Class B Members under Section5.1and the amount needed to pay Permitted Debt Service. The change in sharing ratios will remain in effect until the difference between the TargetIRRandtheactualAfter-TaxIRRhasbeeneliminated.TheinternalrateofreturntheClass AMemberactuallyachievedwillbecalculatedusingtheFixedTaxAssumptions(unlesstheyare inaccurate due to breach of a representation or covenant by any Class B Member or any Affiliate of any Class B Member or by the Company in any Transaction Document) and the calculation assumptions and conventions in Section10.1(c). If an event occurs that would have triggered a CurativeFlipAllocationbutforthefactthataClassBMemberhasalreadypurchasedtheClassA Membership Interests under Section9.8, then such Class B Member will pay in cash, within 30 daysaftertheevent,theeconomicequivalentoftheCurativeFlipAllocationasadditionalpurchase price for the Class A Membership Interests.

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10.2    Flip Date Dispute Resolution. The Class A Member must inform the Managing Memberinreasonabledetailwithin20BusinessDaysafterreceiptofanyreportunderthisArticleXof any disagreement about the Managing Member’s calculations. The Parties will attempt in good faith to resolve any difference, but failing agreement, the matter will be referred to an independent public accounting firm, selected jointly by the Class A Member and the Class B Members, to resolve the dispute. The determination by the accounting firm will be final and bindingandwillapplyforallsubsequentperiodstoanyitemorproceduresubstantiallysimilarto that settled. The Company will pay the fees of the accounting firm.

ARTICLE XI

INDEMNIFICATION

11.1    Indemnification.

(a)    Each of the Class B Members and each additional Person that becomes a Class B MembersubsequenttotheEffectiveDate(each,an“IndemnifyingParty”)agreesto(andifthere shall be more than one Class B Member, each Class B Member agrees to jointly and severally) indemnify,defend,reimburseandholdharmlesstheClassAMemberanditsparentorsubsidiary companies, shareholders, partners, members and other Affiliates, and their respective officers, directors, managing members, employees, attorneys, contractors and agents (collectively, the “Indemnified Parties”) from and against, without duplication, any and all Damages (the “Losses”),assertedagainst,resultingto,imposedupon,orincurredbyanyoralloftheIndemnified Parties, directly or indirectly, by reason of, arising out of or resulting from any of the following (collectively, clauses (A)through (F), the “Indemnification Claims”):

(A)    the inaccuracy, breach or failure of any representation or warranty or covenant contained in any Transaction Document by the Class B Member Guarantor,theCompany(solelywithrespecttotheinaccuracy,breachorfailureof any representation or warranty under the MIPA), any Class B Member, the Seller, the Partnership Representative (to the extent an Affiliate of any Class B Member) or the ManagingMember(to theextentanAffiliateof anyClass BMember),and, subject to Section6.2(a), whether or not arising pursuant to authority delegated pursuant to a Project Document;

(B)    the inaccuracy, breach or failure of any representation or warranty orcovenantcontainedinanyProjectDocumentbyanyAffiliatePartyofaClassB Member;

(C)    fraud, willful misconduct or gross negligence, in each case by any ClassBMember,actinginitscapacityasaClassBMember,ClassBMember(as suchtermisdefinedintheECCA),theManagingMember(totheextentanAffiliate of any Class B Member), or the Partnership Representative (to the extent an Affiliate of any Class B Member);

(D)    (I) the failure of the SC Funding Date to occur on or prior to the Commitment Expiration Date (including as a result of the failure of any condition precedentsetforthinSection4.3oftheECCAtobesatisfiedasoftheCommitment

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ExpirationDate)or(II)theCompanyceasingtoownonehundredpercent(100%) ofthemembershipinterestsoftheProjectCompany,theCompanyceasingtoown onehundredpercent(100%)oftheassetsoftheCompanyortheProjectCompany ceasing to own one hundred percent (100%) of the assets of the Project Company, includingineachcaseasaresultofanexerciseofremediesundertheConstruction Financing Documents;

(E)    any Recapture Eventresulting from or attributable to a Subject Casualty;

(F)    anycoststhatarerequiredtobepaidbytheClassBMemberforthe Project to comply with the PWA Requirements; or

(G)    the ownership by the Project Company of the AC Subsidiary, including all obligations of the AC Subsidiary to any Person, and without duplication of clause (A), any breach of Section 6.12.

provided,thatinnoeventwilltheClassBMembersberesponsibleforanysuchLossesto the extent caused by the gross negligence, fraud, or willful misconduct of an Indemnified Party. If any Losses are not timely paid after a claim has been made in accordance with Section5.2, then portions of distributions payable to the Class B Members under this LLCAwillbeusedtosatisfytheobligationsoftheIndemnifyingPartiesasdirectedunder Section 5.2.

(b)    NotwithstandinganythinginthisLLCAtothecontrary,intheeventthatnoportion oftheProjecthasbeenPlacedInService,theLossessufferedbytheIndemnifiedParties(without any requirement of the Class A Member to prove actual Losses), and the amount payable by the Indemnifying Parties for any Indemnification Claim under Section11.1(a)(D)shall be deemed to beanamountequalto110%oftheaggregateCapitalContributionsmadebytheClassAMember, including,allout-of-pocketcosts,expensesorfeesincurredbytheClassAMemberinconnection with any Third Party claim or the costs of collection and the enforcement of this LLCA or the Guaranty, with or without the filing of any legal action or proceeding, which aggregate amount (the“CompletionIndemnityAmount”)shallbepayableasliquidateddamagesinUnitedStates dollars in immediately available funds and shall constitute full and complete satisfaction of all amounts due and payable to the Class A Member as a result of such claim. In the event that any portion of the Project has been Placed In Service, the Completion Indemnity Amount shall be calculatedandadjustedasnecessarytotakeintoaccount(i)theamount,timingandpresentvalue ofanydistributions(includingallperiodicdistributionsorotheramounts)paid,orprojectedtobe paid, to the Class A Member as a member of Company, (ii) the value and timing of any Tax Benefitsreceived,orprojectedtobereceived,bytheClassAMember,and(iii)anyandallLosses arisingoutoforresultingfromdisputesorsettlementsofclaimsorforeclosureorexerciseofother rights or remedies by Collateral Agent or any contractor or subcontractor or cures taken by or on behalfoftheProjectCompany,theCompanyortheClassAMember.Solelytotheextentthatno portion of the Project has been Placed In Service, upon receipt by the Class A Member of the CompletionIndemnityAmountonorpriortofive(5)daysaftertheCommitmentExpirationDate, theClassAMembershalltransfer,assignandconveytotheInitialClassBMember,andtheInitial

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ClassBMembershallacceptandassume,onehundredpercent(100%)oftheClassAMembership Interests, without any representation or warranty other than that such Class A Membership Interests shall be transferred, assigned and conveyed to the Initial Class B Member free of any Encumbrances (other than Permitted Encumbrances set forth in clause (e)of the definition thereof).

11.2    Limitationon Liability.

(a)    No claim for indemnification may be made with respect to any Losses of any IndemnifiedParty(otherthanwithrespecttoaclaimofaThirdParty,fraud,grossnegligence,and willfulmisconduct)untiltheaggregateamountofsuchLossessoughtby(orpreviouslysoughtby) the Indemnified Parties under this Agreement exceeds $250,000 in the aggregate; provided, that once such threshold amount of claims has been reached, then the Indemnified Parties shall have therighttobeindemnifiedwithrespecttoallsuchclaimsinexcessofsuchamount.Otherthanas set forth under Section 11.1(b), the aggregate liability of the Indemnifying Parties for IndemnificationClaimswillnotexceedtheaggregateCapitalContributionsmadebytheClassA Member; provided, that any claims for indemnification made by the Class A Member shall be subject to such a cap that is equal to the aggregate Capital Contributions made by the Class A Memberplusanadditionalamountcalculatedasofthedatepaymentismadehereunderthat,when addedtotheforegoingamount,causestheClassAMembertoachieveanAfter-TaxIRRequalto theAll-InYieldfortheapplicableperiodendingineachcaseonsuchpaymentdate(inaccordance with the calculation methodologies and conventions set forth in this LLCA), less (1) any Indemnification Claims previously paid by the Indemnifying Parties or the Class B Member Guarantor to any Indemnified Party or paid pursuant to Section 5.2, (2) distributions made to the Class A Member pursuant to Section5.1and (3) the excess of Tax Benefits over Tax Costs allocatedtotheClassAMemberpursuanttoSection4.1fromandafterthedatesuchtaxbenefits or investment tax credits are no longer subject to challenge, disallowance or recapture, as such excess is reduced by any recapture, disallowance, or reduction of any Tax Benefits not resulting from or arising out of (x) the breach by a Class A Member of a representation or covenant in the Transaction Documents or (y) a failure of the Fixed Tax Assumptions not caused by a breach or default of a relevant representation or covenant by the Class B Member or any Affiliate thereof; provided,further,thatthecapsinthisSection11.2(a)willnotapplyto(i)aclaimresultingfroma breach of a Fundamental Representation, (ii) a claim resulting from fraud, gross negligence or willfulmisconductofanyIndemnifyingParty(whetherinitscapacityasaMember,theManaging Member, the Operator or the Partnership Representative) or any Affiliate of such Indemnifying Party, (iii) any claim of a Third Party, (iv) any costs that are required to be paid by the Class B Member for the Project to comply with the PWA Requirements, or (v) any claim under Section 11.1(a)(F).

(b)    No Indemnification Claim may be made under this Article XIbased on the inaccuracy,breachorfailureofanyrepresentationorwarrantyafteraperiodoffifteen(15)months following the SC Funding Date (or, with respect to any breach or failure of any representation or warranty under this LLCA and with respect to any Class B Member which becomes a Class B MemberaftertheSCFundingDate,foraperiodoffifteen(15)monthsfollowingthedateonwhich such Person becomes a Member hereunder); provided, that an Indemnification Claim may be

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brought with respect to any (i) any Fundamental Representation and any Environmental Representation,withinaperiodoffive(5)yearsfollowingtheSCFundingDate,and(ii)anyTax LossorTaxRepresentation,withinsixty(60)daysaftertheexpirationoftheapplicablestatuteof limitations (giving effect to any waivers or extensions thereof), provided, that if written notice of anIndemnificationClaimhasbeengivenbyanIndemnifiedPartyonorpriortothelastdayofthe respective foregoing period, then the obligation of the Indemnifying Parties to indemnify such Indemnified Party pursuant to this Article XIshall survive with respect to such claim until such claim is finally resolved.

(c)    To the extent the Indemnified Party receives from an Indemnifying Party or otherwise a written opinion reasonably acceptable to the Indemnified Party at a “should” level or higher from a nationally-recognized U.S.tax counsel, chosen by the Indemnifying Party and reasonablyacceptabletotheIndemnifiedParty,supportingsuchposition,anyindemnitypayment shall be treated as a nontaxable return of capital for federal income tax purposes. Otherwise, indemnity payments made pursuant to this Section11.2(c)shall be treated as taxable andgrossed-up and paid on an After-Tax Basis. If an indemnity payment is treated by the parties as a nontaxablereturnofcapitalandsuchpositionissubsequentlydisallowedbytheIRSandasaresult such indemnity payment is included in the recipient’s taxable income, the gross-up described in the preceding sentence will be promptly paid to the Indemnified Party.

(d)    NoIndemnifyingPartywillberequiredtoindemnifyanyIndemnifiedPartyforany Loss covered by Section11.1that results from a Final Determination after a federal income tax audit, to which the Company or the Class A Member is a party, to the extent that the Final Determination specifically provides that the Loss results from the inaccuracy of one or more of the Fixed Tax Assumptions, except, in each case, to the extent such inaccuracy directly or indirectly occurs by reason of, arises out of or results from a Specified Exception.

(e)    TheamountofanyIndemnificationClaimrequiredtobepaidbyanyIndemnifying Party to any Indemnified Party pursuant to this Article XIshall be reduced to the extent of any amounts actually received by such Indemnified Party (net of any cost of collection) after the Effective Date (a) pursuant to the terms of the insurance policies obtained and maintained by the Company covering such claim (but in no instance shall any insurance proceeds from policies obtained and maintained by any Indemnified Party or any Affiliate thereof be considered in connectionwithareductionofdamagespursuanttothisSection11.2),or(b)receivedfromThird Parties (net of any costs of collection) arising out of the indemnified matters, and if any such recoveriesarereceivedafterthepaymentoftheapplicableindemnityamount(forexample,bythe Company pursuing a third party for damages), the Indemnified Party shall promptly refund the amounts so received, but not in excess of the indemnity amount originally received by such IndemnifiedParty;provided,thatthepartiesagreethatnothinginthisSection11.2(e)shallimply any duty or obligation of any Indemnified Party to pursue any claim or seek any recovery under anysuchpolicyorfromanyThirdParty.ThisSection11.2(e)shallnotprejudiceanyclaimagainst any Indemnifying Party, whether through subrogation or otherwise, by an insurer of any Indemnified Party for reimbursement of such amounts.

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(f)    THE INDEMNIFICATION OBLIGATIONS UNDER THIS ARTICLE XI SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE SPECIAL, INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OREXEMPLARYDAMAGES;PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION AND EXCLUSION SHALL NOT APPLY(I)TODAMAGESAWARDED,PAIDOROWEDTOANYNON-AFFILIATETHIRD PARTY FOR WHICH ANY MEMBER IS OBLIGATED TO INDEMNIFY ANOTHER MEMBER HEREUNDER OR (II) COSTS, EXPENSES AND DAMAGES IN RESPECT OF TAXES OR WITH RESPECT TO LOSSES OF TAX BENEFITS.

11.3    Procedure for Indemnification.

(a)    AfterlearningofanIndemnificationClaim,anIndemnifiedPartywillgiveprompt writtennoticetotheIndemnifyingParty.InthecaseofanactionbroughtbyaThirdPartyagainst an Indemnified Party, other than any Tax Contest (which shall be governed by Section8.7) for which an Indemnifying Party bears ultimate liability under Section11.1, each such Indemnifying Partywillbeentitledtoparticipateandtoassumethedefenseoftheactionwithcounselreasonably satisfactory to the Indemnified Party; provided, that the Indemnified Party will have the right to employ separate counsel at its own expense and to participate in the defense of the action. If the IndemnifyingPartychoosesnottoassume,failstoassumeorfailstopursuediligentlythedefense of the action, or in the case of a conflict of interest between the Indemnifying Party and the IndemnifiedParty,theIndemnifiedPartymayassumethedefenseoftheactionwithcounselofits choice,attheexpenseoftheIndemnifyingParty.IftheIndemnifyingPartyassumesdefenseofan action, no compromise or settlement may be effected by the Indemnifying Party without the Indemnified Party’s written consent (such written consent not to be unreasonably withheld, conditioned, or delayed).

(b)    Uncontested tax claims must be paid by or before the applicable due date for such payment. Contested tax claims must be paid in accordance with Section8.7(f)or otherwise upon thesettlement,finalresolution(throughtheU.S.TaxCourt,federaldistrictcourt,ortheU.S.Court of Federal Claims, if taken to court, but not appeals from any court) or withdrawal of the contest. The Indemnifying Party’s rights to contest or defend any tax claim (including any Tax Contest) willbegovernedbySection8.7.AllotherIndemnificationClaimsshallbepaidbyinimmediately availablefundswithinthirty(30)daysafterreceiptofthecorrespondingclaimsunder Section11.3,unlessanysuchIndemnificationClaimisdisputedingoodfaithwithinsuchthirty (30) day period.

11.4    No Right of Contribution. The Company will have no liability to indemnify any ClassBMemberonaccountofthebreachofanyrepresentationorwarrantyorthenonfulfillment of any covenant or agreement of the Company under this LLCA or the other Transaction Documents or Project Documents, and no Class B Member will have any right of contribution against the Company.

11.5    No Duplication. Notwithstanding anything to the contrary herein or in any other agreement, any liability for indemnification under this Agreement shall be determined without duplication of recovery by the Indemnified Parties under this LLCA, the ECCA, the Guaranty or any other Transaction Document. Without limiting the generality of the prior sentence, if a

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statementoffacts,conditionoreventconstitutesabreachofmorethanonecause,representation, warranty,covenantoragreementwhichissubjecttoanindemnificationobligationpursuanttothis Agreement, only one recovery thereof shall be allowed.

11.6    Sole Remedy. Without limiting any rights of the Class A Member under the Guaranty,theIndemnifiedPartieswillnotbringanyactionorproceeding,ortakeanyotheraction, in respect of Indemnification Claims to the extent recoverable and addressed by the payment of money except as provided by this ArticleXIand the Members hereby agree, for themselves and theapplicableIndemnifiedPartiestheonlyreliefandremedyavailabletotheIndemnifiedParties in respect of Indemnification Claims to the extent recoverable and addressed by the payment of money shall be as set forth in this ArticleXI; provided, that (a) the foregoing limitation shall not applytoacauseofactionrelatingtofraudorwillfulmisconduct,inrelationtoanybreach,default, or nonperformance by any Indemnifying Party or any of its Affiliates of its or their respective representations and warranties, covenants or obligations, made in whatever capacity pursuant to, and under the terms of, this LLCA or any of the other Transaction Documents to which it or any ofthemisaparty,oranycertificate,instrument,ordocumentdeliveredpursuantheretoorthereto, (b)theforegoinglimitationshallnotapplytoanyrightofremovalpursuanttoSection6.3or Section8.7and (c) no Indemnified Party has waived any rights to pursue non-monetary or equitable remedies under this LLCA or the other Transaction Documents, or to pursue any other remedy expressly provided herein or under any other Transaction Document.

ARTICLE XII

DISSOLUTION,LIQUIDATIONANDTERMINATION

12.1    Dissolution. The Company will dissolve and its business will be wound up on the first to occur of the following: (i) the Consent of the Members to dissolve the Company, (ii) the disposition of all or substantially all of the Company’s business and assets and (iii) an event that makes it unlawful for the business of the Company to be carried on.

12.2    Liquidationand Termination.

(a)    On dissolution of the Company, the Managing Member will appoint one or more Members as liquidator. The liquidator will proceed diligently to wind up the affairs of the Company and make final distributions as provided in this LLCA. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator will continue to operate the Company with all of the power and authority of the Members.

(b)    TheMembersintendthat,uponliquidationoftheCompany,theliquidatorwillsell, and will cause the Company to, and to cause the Project Company to, sell (subject to any restrictionstowhichtheProjectissubject)allAssetsandpayfromCompanyfundsallofthedebts and liabilities of the Company or otherwise make reasonable provision for them.

(c)    AllassetsoftheCompanywillbetreatedasifsold,andthegaintreatedasrealized on those assets will be allocated as follows: (i) first to Members with deficits in their Adjusted CapitalAccounts(intheratioofthedeficitsifmorethanoneMember’sAdjustedCapitalAccount is in deficit) in order to eliminate the deficits, (ii) then to the Class A Member to set its Capital

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Account at a level that will allow it to reach the Target IRR out of the liquidating distributions, and (iii) then to Members using the distribution percentages in Section 5.1(a)(ii).

(d)    The Company will then distribute what value remains at liquidation to each Member in the amount of its Capital Account, as adjusted under Section12.2(c). All liquidating distributions will be made by the end of the tax year during which the liquidation occurs (or, if later, within 90 calendar days after the date of such liquidation). Promptly thereafter, the Company’s accountants will prepare, and the Managing Member will furnish to each Member, a statement showing the manner in which the Company assets were liquidated and distributed.

(e)    ThedistributionofcashorpropertytoaMemberunderthisSection12.2constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

12.3    DeficitCapital Accounts.

(a)    ExceptasexpresslyprovidedinthisSection12.3,noMembershallbeobligatedto contribute cash to restore a deficit in its Capital Account balance.

(b)    In the event a Class B Member’s Membership Interest in the Company is “liquidated” within the meaning of Treasury Regulations Section1.704-1(b)(2)(ii)(g), if such ClassBMemberhasadeficitCapitalAccountbalance,calculatedineachcaseinaccordancewith Section12.2andtheotherprovisionsofthisLLCA,thensuchClassBMembershallbeobligated to pay to the Company cash in an amount equal to such deficit balance by the end of the tax year during which the liquidation of the Company occurs, or if later, within ninety (90) Days after the date of such liquidation; provided, however, that the restoration obligation of such Class B Member shall not be more than $0. Notwithstanding the foregoing, a Class B Member shall have the right by delivering a written notice to the Company (a “DRO Notice”), at any time and in its solediscretion,toelecttoincreaseitsdeficitCapitalAccountrestorationobligationtotheamount specified in such DRO Notice. A DRO Notice given by a Class B Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this LLCA without any further action by any party. Nothing contained in this LLCA shall obligate any Class B Member to issue a DRO Notice. Notwithstanding the foregoing, no Class B Member’s deficit Capital Account restoration obligation shall exceed, at the end of each tax year, an amount equal to the sum of (i) the amount ofanygainrecognizedbysuchClassBMemberunderCodeSection731(a)forsuchtaxyear,less anyadjustmentmadetoitsCapitalAccountpursuanttoTreasuryRegulation section1.704-1(b)(2)(iv)(m) in respect of that gain, plus (ii) the absolute value of the deficit (if any) the Class B Member’s Capital Account at the end of the immediately preceding tax year.

(c)    IftheClassAMember’sinterestintheCompanyis“liquidated”withinthemeaning ofTreasuryRegulationSection1.704-1(b)(2)(ii)(g)andtheClassAMemberhasadeficitCapital Accountbalance(aftergivingeffecttoallcontributions,distributions,andallocationsforallprior periods and determined without regard to the Class A Member’s obligation pursuant to this Section12.3(c)), then such Class A Member will be obligated to contribute to the Company cash in an amount equal to such deficit balance by the later of (i) the end of the taxable year during

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whichtheliquidationoccursand(ii)theninetieth(90th)dayfollowingthedateofsuchliquidation; provided,thattherestorationobligationoftheClassAMemberwillnotbeanamountgreaterthan sixty percent (60%) of its aggregate Capital Contributions (the “Class A DRO Cap”); provided, further, that if there has been a deficit balance in the Class A Member’s Capital Account and subsequently such deficit balance has been reduced or eliminated, the Class A DRO Cap will be automatically decreased to the extent of such reduction (but only to the extent that, pursuant to Treasury Regulation Section1.704-1(b)(2)(ii)(f), it would not affect the validity of prior allocations);provided,further,theClassADROCapwillnotbereducedtolessthantheaggregate valueof(x) theabsolutevalueofthedeficitCapitalAccountbalanceoftheClassAMemberplus (y)theaggregateamountofanyitemsdescribedinTreasuryRegulation Sections1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to the Class A Member, less (z) the aggregate amount that the Class A Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections1.704-2(g)(1) and 1.704-2(i)(5). Notwithstandingtheforegoing,theClass AMemberwillhavethe unilateralrightandoption,but not the obligation, to amend this LLCA, by written notice to the Company and to each other Member, to increase its Class A DRO Cap.

12.4    Termination. After satisfaction of liabilities and distribution of Assets as provided in this LLCA, the Managing Member (or other Person required or permitted by the Act) will file a certificate of cancellation with the Secretary of State of Delaware and cancel any other filings requiredbySection2.1andtakeanyotheractionsnecessarytoterminatetheCompany.The Company will pay all costs and expenses related to the obligations under this Section 12.4.

ARTICLE XIII

GENERAL PROVISIONS

13.1    Notices. All notices and communications will be in writing and deemed given if delivered by email (subject to confirmation of receipt), delivered personally or by a nationally recognized overnight courier, or mailed by registered or certified mail (return receipt requested) (or if any such delivery is refused) to the Parties at the addresses in the signature blocks of this LLCA. Any notice, request or consent to the Company must be given to the Managing Member. EachPartymaychangetheplacetowhichnoticesaresentordeliveredortospecifyoneadditional address to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to the other Party.

13.2    Governing Law and Severability. This LLCA will be construed, interpreted and enforcedinaccordancewiththeinternallawsanddecisionsoftheStateofDelawarewithoutgiving effect to any choice of law or conflict of law rules or provisions of any other state or jurisdiction. IfanyprovisionofthisLLCAiscontrarytoanyApplicableLaw,thentheprovisionwillbedeemed nullandvoidbutwillnotaffectthelegalityoftheremainingprovisionsofthisLLCA.ThisLLCA will be deemed to be modified and amended to be in compliance with Applicable Law and then willbeconstruedinawayaswillbestservetheintentionofthePartiesatthetimeoftheexecution of this LLCA.

13.3    Jurisdiction. The Parties agree to submit to the non-exclusive jurisdiction of the SupremeCourtoftheStateofNewYorkandtheFederalDistrictCourtlocatedintheBoroughof

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Manhattan, State of New York, and any court of appeal from either court for purposes of this LLCA and the transactions contemplated by the ECCA. Each party hereto hereby waives, to the fullestextentpermittedbyapplicablelaw,anyrightitmayhavetoatrialbyjuryinrespectofany litigation directly or indirectly arising out of, under or in connection with this LLCA.

13.4    AmendmentorModification.Exceptasotherwiseprovidedherein,thisLLCAmay beamendedormodifiedfromtimetotimeonlybyawritteninstrumentexecutedbyallMembers (or, in respect of a waiver, the waiving Member). In the event that the SC Funding Date does not occur by the Commitment Expiration Deadline, if any portion of the Project has been Placed In Service,buttheManagingMemberamendsorotherwisemodifiesinaccordancewith Section6.2(b)the Material Project Documents to reflect a smaller than anticipated Project in a mannersatisfactorytotheClassAMember,theMembersagreetonegotiateingoodfaithtoamend this LLCA in a manner to preserve the intended economic benefits and risks of the actual investments made by the Members.

13.5    Counterparts; Electronic Signatures. This LLCA may be executed in one or more counterparts, each bearing the signatures of the Parties. Each such counterpart will be considered anoriginalandallofsuchcounterpartswillconstituteasingleagreementbindingallthepartiesas if all had signed a single document. Facsimile signatures will be accepted as original signatures for purposes of this LLCA. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this LLCA and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronicmatchingofassignmenttermsandcontractformationsonelectronicplatformsapproved by the Parties, or the keeping of records in electronic form, each of which shall be of the same legaleffect,validityorenforceabilityasamanuallyexecutedsignatureortheuseofapaperbased recordkeepingsystem,asthecasemaybe,totheextentandasprovidedforinanyapplicablelaw, includingtheFederalElectronicSignaturesinGlobalandNationalCommerceAct,theNewYork StateElectronicSignaturesandRecordsAct,oranyothersimilarstatelawsbasedontheUniform Electronic Transactions Act.

13.6    Amendment and Restatement. This LLCA amends, restates and supersedes the Original LLCA in its entirety.

13.7    Expenses. In the event an amendment or modification to this LLCA or any other TransactionDocumentisrequiredandsuchamendmentormodificationisrequestedbyanyClass B Member, then such Class B Member shall reimburse the Class A Member for all documented costs and expenses of the Class A Member incurred in connection with the execution of such amendmentormodification,including,butnotlimitedto,theClassAMember’sdocumentedlegal costs and expenses, and such Class B Member shall pay such costs and expenses to the Class A Member within thirty (30) Business Days of receipt of an invoice therefor.

(SignaturePagesFollow)

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INWITNESSWHEREOF,thePartieshaveexecutedthisLLCAasofthedatefirstwritten above.