Common use of Books and Records and Inspection Clause in Contracts

Books and Records and Inspection. (a) The Managing Member will, on behalf of the Company, maintain full and accurate books of account, financial records and supporting documents, which will in all material respects reflect, completely, accurately and in reasonable detail, each transaction of the Company, and such other matters as are customarily entered into the records or maintained by Persons engaged in a business of like character or as are required by law. The books of account, financial records, and supporting documents and the other documents and writings of the Company will be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member will, on behalf of the Company, maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each Member; (v) a copy of this Agreement, the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which such agreements and Certificates of Formation and all amendments thereto have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights. (c) Upon at least five (5) Business Days’ prior notice to the Managing Member, all books and records of the Company will be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by lawApplicable Law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will (not including Tax records and reports or records and reports kept for Capital Account purposes) shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain at the Company’s its principal office: (i) true and full information regarding the status of the business and financial condition of the Company, including any financial statements for the three (3) five most recent years; (ii) promptly after becoming available, a copy of the Company’s U.S. federal, state state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (viv) a copy of this Agreement, Agreement and the Company’s Certificate certificate of Formationformation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates certificate of Formation formation and all amendments thereto have been executed and copies of written consents of Membersexecuted; (viv) true and full information regarding a schedule describing the amount of cash and a description and statement of the agreed value of any other property and services contributed by each MemberMember and which each Member has agreed to contribute in the future, and the date upon which each became a Member; and; (viivi) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (vii) all records related to the Company Business and the qualification of such for Tax Credits pursuant to Section 45Q of the Code (and, if approved by Required Class A Members, Sections 6417 and 6418 of the Code), applicable Treasury Regulations, IRS revenue procedures, notices, announcements or other pronouncements by the IRS, whether currently existing or promulgated in the future, and all correspondence with the IRS in respect thereof. (c) Upon at least five (5) Business Days’ prior notice to the Managing Member, all All books and records of the Company will shall be open to inspection and copying by any of the Members (including previous Members) or their authorized Representatives during normal business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the CompanyCompany upon at least three days’ prior Notice; provided that that, any such inspection or copying is shall be conducted in a manner which does so as not to unreasonably interfere with the business of the Manager. The Manager shall maintain the books and records of the Company until dissolution of the Company. Following dissolution, the Manager will either (at the Manager’s election) (a) deliver to such Member a copy of the books and records of the Company maintained by the Manager or (b) retain such books and records in the offices of the Manager for a period of five years following the date of dissolution of the Company or, if longer, five years following expiration of the statute of limitations for any assessment with respect to the Company’s businesstax returns for the tax period to which such information relates or the tax period during which any recapture of tax credits supported by such information could occur (or such other longer period as may be required by any applicable Governmental Body). The rights of the Members or their authorized Representatives under this Section 7.2(c) shall continue despite termination or expiration of this Agreement and shall continue for Persons who previously were Members following transfer of their Membership Interests (including pursuant to the Put Right).

Books and Records and Inspection. (a) The Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company and MWCI, the Manager and shall cause, on behalf of the Project Company, maintain the Administrative Services Provider to maintain, full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, detail in all material respects each transaction of the Company, MWCI and the Project Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company, MWCI and the Project Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will records shall be kept and maintained by the Managing Member Manager at the principal office of the Company. The financial records and reports of the Company, MWCI and the Project Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, the Manager to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, MWCI and the Project Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns (if any) of the Company, MWCI and the Project Company for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (v) a copy of this Agreement, Company LLC Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Company LLC Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of or other resolutions or proceedings of the Members; (vi) a copy of the limited liability company agreement and certificate of formation, and all amendments thereto, of MWCI and the Project Company, and copies of written consents of or other resolutions or proceedings of the members of MWCI and the Project Company; (vii) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and; (viiviii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s allocations, distributions and the Member’s relative voting rights; (ix) true and complete copies of all insurance policies maintained by or for the benefit of the Company, MWCI and the Project Company, with current records of any premium payments and the status of any pending claims under such policies; (x) all records related to the production and sale of electricity by the Project Company, the qualification for the Cash Grant pursuant to section 48 of the Code, applicable Treasury Regulations, Revenue Procedures and any other pronouncements by the IRS, the Treasury or any other Governmental Authority, whether currently existing or promulgated in the future, including the Grant Application and any documentation in support thereof (including all documentation filed in accordance with the Guidance); and (xi) records reflecting the current Company calculations with respect to the Calculated Amount. (c) Upon at least five (5) Business Days’ reasonable prior notice to the Managing Member, all books and records of the Company will and the Project Company shall be open to inspection inspection, audit and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company, including for the purpose of determining compliance with Environmental Laws; and any of the Members or their Representatives shall at reasonable times during usual business hours, have the right to inspect the Project and the Project’s site during the development and construction of the Project, and the properties of Project Company, provided that any such inspection or copying of books and records is conducted in a manner which does not unreasonably interfere with the Company’s businessor Project Company’s business and which is in compliance with all safety protocols.

Books and Records and Inspection. (a) The Managing Administrative Member willshall keep, on behalf of or cause to be kept by the Company, maintain full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Administrative Member willshall keep, on behalf of or cause to be kept by the Company, maintain at the Company’s its principal office: (i) true and full information regarding the status of the business financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s 's federal, state state, and local income Tax Returns tax returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (viv) a copy of this Agreement, Agreement and the Company’s 's Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of Membersexecuted; (viv) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each MemberMember and which each Member has agreed to contribute in the future, and the date upon which each became a Member; and (viivi) copies of records that would enable a Member to determine the Member’s 's relative shares of the Company’s 's distributions and the Member’s 's relative voting rights. (vii) all records related to the production and sale of coal-based synthetic fuel and the qualification of such fuel for Tax Credits pursuant to Section 29 of the Code, applicable Treasury Regulations, Revenue Procedures and any other pronouncements by the IRS, whether currently existing or promulgated in the future. (c) Upon at least five (5) Business Days’ prior notice to the Managing Member, all All books and records of the Company will shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s 's expense, for any purpose reasonably related to such Member’s 's interest in the Company; provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, maintain the Manager to maintain, full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, detail in all material respects each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member Manager at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, the Manager to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (v) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Companies bearing on the qualification of such sales for PTCs. (c) Upon at least five (5) Business Days’ Days prior notice to the Managing Member, all books and records of the Company will shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; , provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Managing Member will, shall cause the Company to keep and maintain (or to be kept and maintained on behalf of the Company), maintain full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, detail in all material respects each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member will, shall cause the Company to keep and maintain (or to be kept and maintained on behalf of the Company, maintain ) at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each Member and the Managing Member; (v) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Subject Companies bearing on the qualification of such sales for PTCs. (c) Upon at least five (5) Business Days’ Days prior notice to the Managing Member, all books and records of the Company will shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; , provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by lawLaw, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will (not including Tax records and reports or records and reports kept for Capital Account purposes) shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain at the Company’s its principal office: : (i) true and full information regarding the status of the business and financial condition of the Company, including any financial statements for the three (3) five most recent years; ; (ii) promptly after becoming available, a copy of the Company’s 's federal, state state, and local income Tax Returns for each year; ; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each Member; Member and the Manager; (viv) a copy of this Agreement, Agreement and the Company’s Certificate 's Articles of FormationOrganization, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Articles of Formation Organization and all amendments thereto have been executed and copies of written consents of Members; executed; (viv) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each MemberMember and which each Member has agreed to contribute in the future, and the date upon which each became a Member; and (viivi) copies of records that would enable a Member to determine the Member’s 's relative shares of the Company’s 's distributions and the Member’s 's relative voting rights.; and 34 (cvii) Upon at least five (5) Business Days’ prior notice all records related to the Managing Memberproduction and sale of Refined Coal and the qualification of such fuel for Tax Credits pursuant to Section 45 of the Code, applicable Treasury Regulations, IRS revenue procedures, notices, announcements or other pronouncements by the IRS, whether currently existing or promulgated in the future, all books and records of the Company will be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere correspondence with the Company’s businessIRS in respect thereof and the Private Letter Rulings.

Books and Records and Inspection. (a) The Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, maintain the Manager to maintain, full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, detail in all material respects each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member Manager at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, the Manager to maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (v) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and; (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights; and (viii) all records related to the production and sale of electricity by the Project Companies bearing on the qualification of such sales for Tax Credits pursuant to Section 45 of the Code, applicable Treasury Regulations, Revenue Procedures and any other pronouncements by the IRS, whether currently existing or promulgated in the future. (c) Upon at least five (5) Business Days’ Days prior notice to the Managing Member, all books and records of the Company will shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; , provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Class A Member shall provide, and the Managing Member willshall cause the Administrator to provide, on behalf of to the Company, Class B Member such information as may be necessary for the Class B Member to keep and maintain full and accurate books of account, financial records and supporting documents, which will in all material respects documents that reflect, completely, accurately and in reasonable detaildetail in all material respects, each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law. The books of account, financial records, and supporting documents to prepare annual unaudited financial statements (including an income statement, balance sheet and the other documents and writings statement of cash flows) with respect to the Company will be kept and maintained in accordance with GAAP; provided that the Class B Member shall have no obligation to provide to the Company or the Class A Member any reports, statements or records prepared by the Managing Class B Member at the principal office of the Companyusing information so provided to it. The financial records and reports of the Company will shall be kept on an accrual basis and kept in accordance with GAAP and kept on an accrual basisGAAP. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willshall cause the Company to keep and shall, on behalf of the Company, maintain at the Company’s principal office: (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for until the three (3) most recent yearsapplicable statute of limitations expires with respect to the Company tax year to which such information and financial statements relate; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns for each year; (iii) minutes of the proceedings of the Members and the Managing MemberMembers; (iv) a current list of the name and last known business, residence or mailing address of each Member; (v) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto which have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and; (vii) copies of records that would enable a Member to determine the Member’s relative shares share of the Company’s distributions Company Distributable Cash under Section 6.1 and the Member’s Members’ relative voting rights; and (viii) all records related to the production and sale of Energy by the Company as it relates to the Existing Systems and the New Systems, respectively. (c) Upon at least five (5) Business Days’ receiving reasonable prior notice to the Managing Member, all books and records of the Company will shall be open to inspection and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company; provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s business.

Books and Records and Inspection. (a) The Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willManager shall keep, on behalf of or cause to be kept by the Company, maintain at the Company’s its principal office: (i) true and full information regarding the status of the business and financial condition of the Company, including any financial statements for the three (3) most recent years; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns tax returns for each year; (iii) minutes of the proceedings of the Members and the Managing Member; (iv) a current list of the name and last known business, residence or mailing address of each MemberMember and the Manager; (viv) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of Membersexecuted; (viv) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each MemberMember and which each Member has agreed to contribute in the future, and the date upon which each became a Member; (vi) copies of records and supporting documents relating to expenses incurred by Manager or its Affiliates on behalf of the Company and subject to reimbursement pursuant to Section 8.2; and (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights. (c) Upon at least five (5) Business Days’ prior notice to the Managing Member, all All books and records of the Company will shall be open to inspection and copying by any of the Members, former Members or their authorized Representatives during business hours and at such Member’s or former Member’s expense, for any purpose reasonably related to such Member’s or former Member’s interest in the Company; provided that any such inspection or copying is conducted in , and the Company and/or the Manager shall maintain the books and records of the Company for a manner which does not unreasonably interfere with period of five years following the dissolution of the Company’s business. The Members shall provide the Company with written notice prior to the expiration of such five year period if the Member desires to make copies of such books and records prior to destruction thereof. The Members’ or their authorized Representatives’ rights under this Section 7.2(c) shall continue during the five year period despite termination or expiration of this Agreement.

Books and Records and Inspection. (a) The Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, maintain the Manager to maintain, full and accurate books of account, financial records and supporting documents, which will in all material respects shall reflect, completely, accurately and in reasonable detail, detail in all material respects each transaction of the Company, Company and such other matters as are customarily usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company. The books of account, financial records, and supporting documents and the other documents and writings of the Company will shall be kept and maintained by the Managing Member Manager at the principal office of the Company. The financial records and reports of the Company will shall be kept in accordance with GAAP and kept on an accrual basis. . (b) In addition to and without limiting the generality of Section 7.2(a), the Managing Member willshall cause the Company to keep and shall cause, on behalf of the Company, the Manager to maintain at the Company’s principal office: : (i) true and full information regarding the status of the financial condition of the Company, including any financial statements for the three (3) most recent years; ; (ii) promptly after becoming available, a copy of the Company’s federal, state state, and local income Tax Returns for each year; ; (iii) minutes of the proceedings of the Members and the Managing Member; ; (iv) a current list of the name and last known business, residence or mailing address of each Member; Member and the Manager; (v) a copy of this Agreement, Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and such agreements and Certificates Certificate of Formation and all amendments thereto have been executed and copies of written consents of Members; ; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; and - 24 - (vii) copies of records that would enable a Member to determine the Member’s relative shares of the Company’s distributions and the Member’s relative voting rights. ; and (cviii) Upon at least five (5) Business Days’ prior notice all records related to the Managing Member, all books production and records sale of electricity by the Company will be open to inspection and copying by any Project Companies bearing on the qualification of the Members or their Representatives during business hours and at such Member’s expense, sales for any purpose reasonably related to such Member’s interest in the Company; provided that any such inspection or copying is conducted in a manner which does not unreasonably interfere with the Company’s businessPTCs.