Common use of Active and Inactive Partners Clause in Contracts

Active and Inactive Partners. 8.1.1 The Partners of the Partnership shall be either Active Partners or Inactive Partners. All Partners who are not Active Partners are Inactive Partners. Active Partners are Partners that are currently entitled to make use of the Transmission Line for transmitting electricity from said Partner's (or its Partner Affiliate's) Project o SCE; for this purpose, a Partner (or its Partner Affiliate) shall be treated as so entitled notwithstanding the lease or license of use of the Transmission Line to a lessee pursuant to Section 10. All Partners, both Active and Inactive Partners, are required to execute and comply with the Management and Maintenance Agreement and separate Fee Agreement with the Manager. To be an Active Partner a Partner must, in addition, meet and continue to fulfill the following qualifications: (i) the Partner, or its Partner Affiliate, must own a Project, and (ii) the Partner or its Partner Affiliate must have executed and be in full compliance with the Technical Use Agreement with the Partnership. Partners who meet the foregoing qualifications shall be Active Partners, and Active Partners, or their Partner Affiliates, shall be entitled to make use of the Transmission Line for transmitting electricity from said Partner's, or from said Partner Affiliate's, Project to SCE and shall be entitled to participate more fully in the management of the Partnership than Inactive Partners. The Manager shall maintain a list of the Partners who are Active Partners. A Partner who has once become an Active Partner shall cease to be an Active Partner, shall be an Inactive Partner, and shall lose the privilege of being able to make use of the Transmission Line, if, and for the period of time that: (a) the Project of said Partner of its Partner Affiliate is not a Qualifying Facility or, even though it is a Qualifying Facility, the Project is of a size or operated in a manner which would deny the exemption set forth in 18 CFR 292.601 and 18 CFR 292.602 to any other Partner or Partner Affiliate or any similar exemptions arising under state law or (b) said Partner or its Partner Affiliate is in material breach of the Management and Maintenance Agreement, its Fee Agreement, the Technical Use Agreement, or this Amended Agreement, provided that the Partner has received written notice of said material breach from the Manager and, for a period of at least thirty (30) days, said Partner fails to cure said breach. EXHIBIT G CERTIFICATE The undersigned, __________________________, certifies that [he/she] is the duly elected and presently acting __________________ of ____________________, a _____________________ (the "Nominee"), and is duly authorized in such capacity to further certify, in connection with the exercise of the Existing Projects Option (as defined in that certain Confidential Option Agreement to Purchase Shares With Respect to Sagebrush Transmission Line dated as of January 17, 1990 by and between ToyoWest II and the Sky River Partnership (the "Option Agreement;" xxx xxxxxed terms not otherwise defined herein shall have the meanings set forth in the Option Agreement), as follows: 1. Attached hereto as Exhibit A is (i) a description of the physical location [Attach brief description of characteristics of project (including description of turbines) and legal description of the project] and (ii) the Nameplate Rating, of the Nominee's Project. 2. Attached hereto as Exhibit B is a table describing the ownership structure of Nominee's Project. 3. Attached hereto as Exhibit C is a true and correct copy of [(i) the Power Purchase Contracts or (ii) the Interconnection Facilities Agreement with SCE], in effect as of the date hereof, pursuant to which SCE will accept the delivery of electricity from Nominee's Project through the Sagebrush Transmission Line. 4. Attached hereto as Exhibit D is a true and correct copy of [describe evidence of Qualifying Facility ownership - FERC Application, FERC QF Certificate etc.], which evidences that Nominee [is/or will be] an owner of a Qualifying Facility (or interest therein). 5. The Nominee shall use the Transmission Line solely to deliver to SCE electrical energy generated by Nominee's Project. 6. All necessary third party consents to the transfer of the outstanding capital stock of [insert appropriate Sagebrush general partner] to Nominee have been obtained [or will be obtained in a timely fashion - describe consents that have not yet been obtained].

Active and Inactive Partners. 8.1.1 The Partners of the Partnership shall be either Active Partners or Inactive Partners. All Partners who are not Active Partners are Inactive Partners. Active Partners are Partners that are currently entitled to make use of the Transmission Line for transmitting electricity from said Partner's (or its Partner Affiliate's) Project o to SCE; for this purpose, a Partner (or its Partner Affiliate) shall be treated as so entitled notwithstanding the lease or license of use of the Transmission Line to a lessee pursuant to Section 10. All Partners, both Active and Inactive Partners, are required to execute and comply with the Management and Maintenance Agreement and separate Fee Agreement with the Manager. To be an Active Partner a Partner must, in addition, meet and continue to fulfill the following qualifications: (i) the Partner, or its Partner Affiliate, must own a Project, and (ii) the Partner or its Partner Affiliate must have executed and be in full compliance with the Technical Use Agreement with the Partnership. Partners who meet the foregoing qualifications shall be Active Partners, and Active Partners, or their Partner Affiliates, shall be entitled to make use of the Transmission Line for transmitting electricity from said Partner'sPartners, or from said Partner Affiliate'sAffiliates, Project to SCE and shall be entitled to participate more fully in the management of the Partnership than Inactive Partners. The Manager shall maintain a list of the Partners who are Active Partners. A Partner who has once become an Active Partner shall cease to be an Active Partner, shall be an Inactive Partner, and shall lose the privilege of being able to make use of the Transmission Line, if, and for the period of time that: ; (a) the the-Project of said Partner of or its Partner Affiliate is not a Qualifying Facility or, even though it is a Qualifying Facility, the Project is of a size or operated in a manner which would deny the exemption set forth in 18 CFR 292.601 CFR-292.601 and 18 CFR 292.602 to any other Partner or Partner Affiliate or any similar exemptions arising under state law or (b) said Partner or its Partner Affiliate is in material breach of the Management and Maintenance Agreement, its Fee Agreement, the Technical Use Agreement, or this Amended Agreement, provided that the Partner has received written notice of said material breach from the Manager and, for a period of at least thirty (30) days, said Partner fails to cure said breach. BOOK 6724 PAGE 2051 EXHIBIT G CERTIFICATE The undersigned, __________________________________________, certifies that [he/she] is the duly elected and presently acting ______________________ of ____________________, a _____________________ (the "Nominee"), and is duly authorized in such capacity to further certify, in connection with the exercise of the Existing Projects Option (as defined in that certain Confidential Option Agreement to Purchase Shares With Respect to Sagebrush Transmission Line dated as of January 17, 1990 by and between ToyoWest II and the Sky River Partnership (the "Option Agreement;" xxx xxxxxed terms not otherwise defined herein shall have the meanings set forth in the Option Agreement), as follows: 1. Attached hereto as Exhibit A is (i) a description of the physical location [Attach brief description of characteristics of project (including description of turbines) and legal description of the project] and (ii) the Nameplate Rating, of the Nominee's Project. 2. Attached hereto as Exhibit B is a table describing the ownership structure of Nominee's Project. 3. Attached hereto as Exhibit C is a true and correct copy of [(i) the Power Purchase Contracts or (ii) the Interconnection Facilities Agreement with SCE], in effect as of the date hereof, pursuant to which SCE will accept the delivery of electricity from Nominee's Project through the Sagebrush Transmission Line. 4. Attached hereto as Exhibit D is a true and correct copy of [describe evidence of Qualifying Facility ownership - -- FERC Application, FERC QF Certificate etc.], which evidences that Nominee [is/or will be] an owner of a Qualifying Facility (or interest therein). 5. The Nominee shall use the Transmission Line solely to deliver to SCE electrical energy generated by Nominee's Project. 6. All necessary third party consents to the transfer of the outstanding capital stock of [insert appropriate Sagebrush general partner] to Nominee have been obtained [or will be obtained in a timely fashion - -- describe consents that have not yet been obtained].. BOOK 6724 PAGE 2052

Active and Inactive Partners. 8.1.1 8.1.1. The Partners of the Partnership shall be either Active Partners or Inactive Partners. All Partners who are not Active Partners are Inactive Partners. Active Partners are Partners that are currently entitled to make use of the Transmission Line for transmitting electricity from said Partner's (or its Partner Affiliate's) Project o to SCE; for this purpose, a Partner (or its Partner Affiliate) shall be treated as so entitled notwithstanding the lease or license of use of the Transmission Line to a lessee Lessee pursuant to Section 10. All Partners, both Active and Inactive Partners, are required to execute and comply with the Management and Maintenance Agreement and separate Fee Agreement with the Manager. To be an Active Partner a Partner must, in addition, meet and continue to fulfill the following qualifications: (i) the Partner, or its Partner Affiliate, must own a Project, and (ii) the Partner or its Partner Affiliate must have executed and be in full compliance with the Technical Use Agreement with the Partnership. Partners who meet the foregoing qualifications shall be Active Partners, and Active Partners, or their Partner Affiliates, shall be entitled to make use of the Transmission Line for transmitting electricity from said Partner's, or from said Partner Affiliate's, Project to SCE and shall be entitled to participate more fully in the management of the Partnership than Inactive Partners. The Manager shall maintain a list of the Partners who are Active Partners. A Partner who has once become an Active Partner shall cease to be an Active Partner, shall be an Inactive Partner, and shall lose the privilege of being able to make use of the Transmission Line, if, and for the period of time that: (a) the Project of said Partner of or its Partner Affiliate is not a Qualifying Facility or, even though it is a Qualifying Facility, the Project is of a size or operated in a manner which would deny the exemption set forth in 18 CFR 292.601 and 18 CFR 292.602 to any other Partner or Partner Affiliate or any similar exemptions exceptions arising under state law or (b) said Partner or its Partner Affiliate is in material breach of the Management and Maintenance Agreement, its Fee Agreement, the Technical Use Agreement, or this Amended Agreement, provided that the Partner has received written notice of said material breach from the Manager and, for a period of at least thirty (30) days, said Partner fails to cure said breach. 8.1.2. EXHIBIT G CERTIFICATE The undersignedAlpha Joshua, __________________________Alpha Joshua (Prime), certifies that [he/she] is Beta Willow and Beta Willow (Prime) xxxxx each be xxxxxd to be Active Partners, notwithstanding the duly elected and presently acting __________________ non-fulfillment of ____________________the condition specified in Section 8.1.1(i) above, for a _____________________ temporary period ending on the earlier of March 31, 1990 or the date of transfer of all of the beneficial interest in the stock of such Partner (the "NomineeTemporary Period"), and is duly authorized shall be entitled to use, or to license the proposed lessee of its Partner Affiliate to use, the Transmission Line in such capacity to further certify, in connection accordance with the exercise terms of this Amended Agreement for the purpose off completion of construction and performance testing of a Project being developed for and to be acquired by such Partner or Partner Affiliate. Upon the conclusion of the Existing Projects Option Temporary Period, each of the above-named Partners shall cease to be Active Partners (as defined in that certain Confidential Option Agreement to Purchase Shares With Respect to Sagebrush and the temporary use of the Transmission Line dated as of January 17, 1990 by and between ToyoWest II permitted pursuant to this Section shall terminate). The above provisions shall not apply and the Sky River Partnership (the "Option Agreement;" xxx xxxxxed terms not otherwise defined herein Temporary Period shall terminate once such Partner shall have satisfied all of the meanings conditions to becoming an Active Partner set forth in the Option Agreement), as follows: 1. Attached hereto as Exhibit A is (i) a description of the physical location [Attach brief description of characteristics of project (including description of turbines) and legal description of the project] and (ii) the Nameplate Rating, of the Nominee's ProjectSection 8.1.1 above. 2. Attached hereto as Exhibit B is a table describing the ownership structure of Nominee's Project. 3. Attached hereto as Exhibit C is a true and correct copy of [(i) the Power Purchase Contracts or (ii) the Interconnection Facilities Agreement with SCE], in effect as of the date hereof, pursuant to which SCE will accept the delivery of electricity from Nominee's Project through the Sagebrush Transmission Line. 4. Attached hereto as Exhibit D is a true and correct copy of [describe evidence of Qualifying Facility ownership - FERC Application, FERC QF Certificate etc.], which evidences that Nominee [is/or will be] an owner of a Qualifying Facility (or interest therein). 5. The Nominee shall use the Transmission Line solely to deliver to SCE electrical energy generated by Nominee's Project. 6. All necessary third party consents to the transfer of the outstanding capital stock of [insert appropriate Sagebrush general partner] to Nominee have been obtained [or will be obtained in a timely fashion - describe consents that have not yet been obtained].

Active and Inactive Partners. 8.1.1 8.1.1. The Partners of the Partnership shall be either Active Partners or Inactive Partners. All Partners who are not Active Partners are Inactive Partners. Active Partners are Partners that are currently entitled to make use of the Transmission Line for transmitting electricity from said Partner's (or its Partner Affiliate's) Project o to SCE; for this purpose, a Partner (or its Partner Affiliate) shall be treated as so entitled notwithstanding the lease or license of use of the Transmission Line to a lessee Lessee pursuant to Section 10. All Partners, both Active and Inactive Partners, are required to execute and comply with the Management and Maintenance Agreement and separate Fee Agreement with the Manager. To be an Active Partner a Partner must, in addition, meet and continue to fulfill the following qualifications: (i) the Partner, or its Partner Affiliate, must own a Project, and (ii) the Partner or its Partner Affiliate must have executed and be in full compliance with the Technical Use Agreement with the Partnership. Partners who meet the foregoing qualifications shall be Active Partners, and Active Partners, or their Partner Affiliates, shall be entitled to make use of the Transmission Line for transmitting electricity from said Partner's, or from said Partner Affiliate's, Project to SCE and shall be entitled to participate more fully in the management of the Partnership than Inactive Partners. The Manager shall maintain a list of the Partners who are Active Partners. A Partner who has once become an Active Partner shall cease to be an Active Partner, shall be an Inactive Partner, and shall lose the privilege of being able to make use of the Transmission Line, if, and for the period of time that: (a) the Project of said Partner of or its Partner Affiliate is not a Qualifying Facility or, even though it is a Qualifying Facility, the Project is of a size or operated in a manner which would deny the exemption set forth in 18 CFR 292.601 and 18 CFR 292.602 to any other Partner or Partner Affiliate or any similar exemptions exceptions arising under state law or (b) said Partner or its Partner Affiliate is in material breach of the Management and Maintenance Agreement, its Fee Agreement, the Technical Use Agreement, or this Amended Agreement, provided that the Partner has received written notice of said material breach from the Manager and, for a period of at least thirty (30) days, said Partner fails to cure said breach. 8.1.2. EXHIBIT G CERTIFICATE The undersignedAlpha Joshua, __________________________Alpha Joshua (Prime), certifies that [he/she] is Beta Willow and Beta Willow (Prime) xxxxl each bx xxxxed to be Active Partners, notwithstanding the duly elected and presently acting __________________ non-fulfillment of ____________________the condition specified in Section 8.1.1(i) above, for a _____________________ temporary period ending on the earlier of March 31, 1990 or the date of transfer of all of the beneficial interest in the stock of such Partner (the "NomineeTemporary Period"), and is duly authorized shall be entitled to use, or to license the proposed lessee of its Partner Affiliate to use, the Transmission Line in such capacity to further certify, in connection accordance with the exercise terms of this Amended Agreement for the purpose off completion of construction and performance testing of a Project being developed for and to be acquired by such Partner or Partner Affiliate. Upon the conclusion of the Existing Projects Option Temporary Period, each of the above-named Partners shall cease to be Active Partners (as defined in that certain Confidential Option Agreement to Purchase Shares With Respect to Sagebrush and the temporary use of the Transmission Line dated as of January 17, 1990 by and between ToyoWest II permitted pursuant to this Section shall terminate). The above provisions shall not apply and the Sky River Partnership (the "Option Agreement;" xxx xxxxxed terms not otherwise defined herein Temporary Period shall terminate once such Partner shall have satisfied all of the meanings conditions to becoming an Active Partner set forth in the Option Agreement), as follows: 1. Attached hereto as Exhibit A is (i) a description of the physical location [Attach brief description of characteristics of project (including description of turbines) and legal description of the project] and (ii) the Nameplate Rating, of the Nominee's ProjectSection 8.1.1 above. 2. Attached hereto as Exhibit B is a table describing the ownership structure of Nominee's Project. 3. Attached hereto as Exhibit C is a true and correct copy of [(i) the Power Purchase Contracts or (ii) the Interconnection Facilities Agreement with SCE], in effect as of the date hereof, pursuant to which SCE will accept the delivery of electricity from Nominee's Project through the Sagebrush Transmission Line. 4. Attached hereto as Exhibit D is a true and correct copy of [describe evidence of Qualifying Facility ownership - FERC Application, FERC QF Certificate etc.], which evidences that Nominee [is/or will be] an owner of a Qualifying Facility (or interest therein). 5. The Nominee shall use the Transmission Line solely to deliver to SCE electrical energy generated by Nominee's Project. 6. All necessary third party consents to the transfer of the outstanding capital stock of [insert appropriate Sagebrush general partner] to Nominee have been obtained [or will be obtained in a timely fashion - describe consents that have not yet been obtained].