Common use of Conditions Applicable to All Transfers Clause in Contracts

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give notice of the proposed Transfer to each of the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax Credit.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give notice of the proposed Transfer to each of the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations the representations, warranties and warranties substantially similar to the representations and warranties covenants set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax Credit.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The Notwithstanding anything to the contrary contained in this Agreement, any direct or indirect Transfer of any interest by a Member shall be made in full compliance with Applicable Law. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member must give notice of the proposed Transfer to shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse each of the Members not less than ten other Member for any costs or expenses (10including attorneys’ fees) calendar days prior to the effective date of the proposed Transfer;incurred by such Member in connection with any such filing, application, approval or consent. (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to No direct or indirect Transfer of a Membership Interest shall be binding upon the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect (i) if such Transfer would violate any Loan Document or any Lease, (ii) except for permitted transfers under Section 11.1(a)(i), (ii), (iii), (iv), (v), (vi) or (vii), unless and confirm until all Make-Up Loans (including interest accrued thereon) made to or on account of the transferor’s intention that transferring Member are repaid in full or will be repaid in full prior to, or out of the transferee become a Member in its place with respect to proceeds from, the Membership Interests so transferredTransfer, and (iii) if any Transfer Taxes shown to be due upon a Post-Closing Transfer in any Transfer Tax Returns provided to and approved by Investor Member pursuant to Section 11.10(b)(i) are not paid at the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date closing of such Transfer that had been made or agreed to by the transferring Member;Post-Closing Transfer. (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as Without the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking consent of the transferee to other Participating Member, no Transfer shall be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project; (e) In the case of a Transfer during the Recapture Period, permitted if the Transfer will not cause would (i) cause the Company to terminate fail to qualify for the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members1.7704-1(h); (ii) the restrictions on use cause any direct or indirect owner of Company losses in Section 470 of the Code any Participating Member to apply fail to the Company or the Membersqualify as a REIT; (iii) cause the assets of the Company to turn wholly be deemed “plan assets” of any Person subject to ERISA which may own any direct or partly into “tax-exempt use property” within indirect interest in the meaning of Section 168(hCompany; (iv) if it would violate the registration provisions of the CodeSecurities Act or of any other federal, state or local securities laws; or (ivv) if it would violate any other Applicable Laws, including Executive Order 13224 (September 23, 2001), the assets rules and regulations of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) Office of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member Foreign Assets Control, Department of its obligation to make Capital Contributions pursuant to Section 4.1Treasury, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result any enabling legislation or other Executive Orders in any recapture, loss or disallowance of all or a portion of a Tax Creditrespect thereof.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE Article IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give written notice of the proposed Transfer to each of the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each must execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferredplace, and the prospective transferee makes representations the representations, warranties and warranties substantially similar to the representations covenants in Sections 3.11 and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring MemberTransfer; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations)Agreement; (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or the Project Company or any of its assets, their assets or any Projectmaterial contract, lease, security, indenture or agreement binding on the Company or the Project Company or their assets; (e) In If the case of a Transfer during would occur prior to the Recapture PeriodFlip Date, the such Transfer will not cause (i) result in a termination of the Company to terminate or the Project Company under Section 708(b)(1)(B) of the Code, unless the transferor or the transferee has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; ; (f) The Transfer will not (i) cause the Company or the Project Company to be classified as an entity other than a partnership for United States federal tax purposes (or cause the Company to be treated as a publicly traded partnership taxable as a corporation), or (ii) cause the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; Members or (iii) cause the assets of the Company Project to turn be treated wholly or partly into as “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not cause there to be made to a Restricted Transfereemore than three Class B Members or more than two Class A Members; (h) The transferring Member or the proposed transferee shall pay, or reimburse the Company and each other Member for, all reasonable costs and expenses incurred by the Company and the other Members in connection with the Transfer will not be made to and the admission of the proposed transferee as a Prohibited Transferee; andMember of the Company, on or before the tenth day after the receipt by that Person of the Company’s or such Member’s invoice for the amount due; (i) The Transfer will of a Membership Interest shall not effect a release of the transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Transfer; (j) Solely to the extent the following may be applicable to the Project or the Project Company, the Transfer shall not result in the Project Company: (a) being in violation of Section 203 of the Federal Power Act; (b) ceasing to be authorized by FERC to make sales of energy, capacity and ancillary services at market-based rates, being in violation of the terms and conditions of its market-based rate authorization, or otherwise being in violation of Section 205 of the Federal Power Act; or (c) ceasing to be a qualifying small power production facility under the Public Utility Regulatory Policies Act of 1978 and the FERC implementing regulations; (k) All permits, consents and licenses, including all necessary Governmental Approvals with respect to such Transfer shall have been obtained. To the extent that a Governmental Approval is required in order to consummate the Transfer the transferring Member and its proposed transferee will cooperate by providing all information necessary, in the reasonable discretion of such transferring Member or its proposed transferee, as applicable, to be included in any recaptureapplication or filing for any such Governmental Approval; (l) The Transfer does not require the Company to register as an “investment company” under the Investment Company Act of 1940, loss as amended; (m) If the transaction involves any Transfer of Class A Membership Interests: (i) the Class A Guarantee shall remain in full force and effect or disallowance of all shall be replaced with a guaranty substantially in the relevant form attached as Exhibit C to the Purchase Agreement by another entity having the Required Ratings or a portion Consolidated Net Worth that is at least equivalent to the Consolidated Net Worth of a Tax CreditUPC on the Closing Date; and (ii) prior to the Flip Date, such Transfer shall be approved by Members collectively holding at least 80% of the then outstanding Class B Membership Interests; and (n) If the transaction involves any Transfer of Class B Membership Interests: (i) the Transfer must be to an Approved Transferee or to an existing Class B Member, unless otherwise approved by Class A Members holding more than 50% of the then outstanding Class A Membership Interests; and (ii) an agreement (or agreements), in form and substance satisfactory to Class A Members holding more than 50% of the then outstanding Class A Membership Interests, shall be in full force and effect with respect to the transferee in which the transferee agrees to be bound by all the provisions of (x) this Agreement, including Sections 9.6, 9.9, 9.10 and Article 11 of this Agreement, and (y) the Purchase Agreement insofar as it relates to the Class B Membership Interests transferred.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or Property. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any filing, application, approval or consent. (b) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an Interest (including any Upper Tier Transfer) shall be binding upon the other Member unless (i) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the Venture, any Subsidiary or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, such transfer tax and to indemnify the non-transferring Member, (ii) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the Venture. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the Venture. (c) Notwithstanding any transfer made pursuant to this Article 9, the transferring Member shall remain liable for all of the obligations and liabilities of the transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transfer; provided, that the transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement. In connection with any transfer permitted under this Article 9, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (d) The Venture, each Member and any other Person or Persons having business with the Venture, need deal only with Members who are admitted as Members or as substituted Members of the Venture, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member’s executors or administrators shall acquit the Venture and the Members not less than ten (10) calendar days prior of all liability to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws Persons who may be interested in such payment by reason of an assignment by, or the order of any court having jurisdiction over the Company or any of its assetsdeath of, or any Project;such Member. (e) In Without the case consent of a the NorthStar Member, no Transfer during the Recapture Period, shall be permitted if the Transfer will not cause would (i) cause the Company Venture to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any direct or indirect owner of the NorthStar Member to fail to qualify as a REIT; or (iv) cause the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company Venture to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax CreditVenture.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Notwithstanding anything contained in this Article VII to the contrary, no Transfer by a Member must give notice otherwise contemplated or permitted by this Article VII shall be permitted (i) except in connection with a Company Sale, if any state or local transfer taxes payable by the Company shall arise as a result of, or shall be caused directly or indirectly by, such Transfer unless the transferor in connection with any Transfer pursuant to Article VII shall have previously submitted to the Company in advance its calculation of any such taxes and copies of any necessary tax filings and shall have agreed in a separate writing acceptable to the other Members in their reasonable discretion to pay such taxes and to indemnify and hold the Company and the other Members harmless from and against any such taxes, (ii) if the Executive Committee reasonably determines that prohibiting such Transfer is necessary or advisable in order to prevent the Company from being treated as a publicly traded partnership for U.S. federal income tax purposes or otherwise failing to qualify for the safe harbor from being a publicly traded partnership under Treasury Regulation § 1.7704-1(h), (iii) if such Transfer would result in the Company or any Member having to register under the Securities Act, the Investment Company Act, or any other federal, state or local securities laws, (iv) if such Transfer would violate the registration provisions of the proposed Securities Act or of any other federal, state or local securities laws, (v) if such Transfer to each would violate any other applicable laws, including Executive Order 13224 (September 23, 2001), the rules and regulations of the Members not less than ten Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof, (10vi) calendar days prior if such Transfer would cause a Material Default to the effective date occur, or (viii) such transfer would constitute a nonexempt prohibited transaction under Section 406(a) or Section 407 of ERISA or Section 4975 of the proposed Transfer;Code. (b) The transferring Any purported Transfer of Units in violation of this Article VII shall be void ab initio, and shall not bind the Company, and any purported Transfer by a Member or of direct or indirect ownership interests in a Member in violation of this Article VII shall be deemed a default by such Member hereunder (the “Defaulting Member”) and the prospective Defaulting Member shall indemnify and hold the Company and the other Members harmless from and against any and all loss, damage or expense, including any U.S. federal, state or local income taxes, or transfer taxes, including transfer gain taxes, arising as a result of, or caused directly or indirectly by, such purported Transfer. The giving of any consent to a Transfer in any one or more instances shall not limit or waive the need for such consent in any other or subsequent instances. Notwithstanding the foregoing, unless a transferee each execute, acknowledge and deliver is admitted as an Additional Member to the Company such instruments in accordance with the provisions of transfer Section 7.3(c), the transferor shall not be relieved of any liability hereunder, and assignment the transferee shall not be entitled to any of the rights granted to a Member hereunder, other than the right to receive all or part of the share of the income, gain, losses or cash distributions to which its transferor would otherwise be entitled. (c) No transferee of any Units shall be admitted to the Company as an Additional Member unless and until (i) except in connection with respect to such Transfer a Company Sale, the transferee has executed a counterpart of this Agreement and such other instruments as are the Executive Committee deems reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by all the terms and provisions of this Agreement, (ii) except in connection with a Company Sale, the transferee has paid any reasonable out-of-pocket expenses incurred by the Company in connection with such Transfer and (iii) the transferee executes and delivers a statement that it is acquiring the Units for its own account for investment and not with a view to the resale or distribution thereof and that it will only Transfer the acquired Units (subject to the terms of this Agreement Article VII) to a Person that similarly so represents and warrants; provided, that, in connection with a Company Sale, each transferee shall be deemed to assume be admitted as an Additional Member so long as such transferee complies with the obligations immediately preceding clause (iii) only. Unless and until such transferee becomes an Additional Member, such transferee shall not be entitled to exercise any vote, consent or any other right or entitlement with respect to such Units and the only effect of such Transfer shall be to entitle the transferor under this Agreement (transferee to receive, to the extent assigned, the distributions and allocations of income, gain, losses or cash distributions to which the transferor is to would be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax Creditentitled.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests, including Transfers of Membership Interests effected through the change of control of a parent of a Member must satisfy the following conditions: (a) The transferring Except with respect to a change of Control of a Member as provided in Section 9.4, the transferee must give notice execute, adopt and acknowledge this Company LLC Agreement and execute such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the proposed Transfer transferee to each be bound by the terms of this Company LLC Agreement and to assume the obligations of the Members not less than ten (10) calendar days prior transferor under this Company LLC Agreement including, to the effective date of extent the proposed Transfer;transferor is to be released from such obligations, the Contribution Agreement. (b) Except with respect to a change of Control of a Member as provided in Section 9.4, the prospective transferee makes the representations, warranties and covenants set forth in Section 3.11 and Section 3.12 as of the date of such Transfer. (c) Except with respect to a change of Control of a Member as provided in Section 9.4 (other than a merger involving a Member where the Member is not the surviving entity), the prospective transferee shall agree to be bound by the Contribution Agreement. (d) The Transfer will not violate any material agreement binding on the Company, the Project Company, or any assets of the Company or the Project Company. (e) Except with respect to a change of Control of a Member as provided in Section 9.4, the transferring Member and the prospective transferee must each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place with respect place. (f) The Transfer will not result in a termination of the Company under section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner reasonably acceptable to the Membership Interests so transferredother Members. The conversion of a Member (or any upper-tier entity whose only asset for federal income tax purposes is the Member) from a corporation, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking partnership or disregarded entity for United States federal income tax purposes into account differences between the corporate forms one of the transferor and transfereeother forms (corporation, partnership or disregarded entity) and makes the covenants set forth in Section 3.12 will be treated as a Transfer for purposes of the date of such Transfer that had been made or agreed to by the transferring Member;this subsection. (cg) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee Transfer will not cause a Recapture Event. (h) The Transfer will not cause there to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations);more than 3 Class B Members or more than 3 Class A Members. (di) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or the Project Company or any of its assets, their assets or any Project;material contract, lease, security, indenture or agreement binding on the Company or the Project Company or their assets. (ej) In the case of a Transfer during the Recapture Period, the The Transfer will not cause the Company to be (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the classified as an entity other Members against any adverse than a partnership for United States federal income tax effects in a manner acceptable to the other Members; purposes or (ii) classified as a Tax-Exempt Person, or cause the restrictions on use of Company losses in Section 470 of the Code Project to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into become “tax-exempt use property” within the meaning of Section section 168(h) of the Code. (k) The transferee is an Approved Transferee. (l) Notwithstanding anything in this Company LLC Agreement to the contrary, if such Transfer would occur prior to the expiration of the Recapture Period, such Transfer shall not be effective unless, prior to the effective date of the proposed Transfer, the transferring Member delivers a written opinion of a nationally-recognized law firm in form and substance satisfactory to the non-transferring Member, if requested by the non-transferring Member, that such Transfer would not result in a Recapture Event; (m) Any parent guaranty that is then required to be in full force and effect with respect to obligations of the transferring Member remains in force and effect or is replaced with a guaranty on terms and conditions reasonably satisfactory to a majority of the Class A Members of another entity having a credit rating of not less than the Required Ratings; (n) The transferring Member or the proposed transferee shall pay, or reimburse the Company and each other Member for, all reasonable costs and expenses incurred by the Company and the other Members in connection with the Transfer and the admission of the proposed transferee as a Member of the Company, on or before the tenth day after the receipt by that Person of the Company’s or such non-transferring Member’s invoice, together with such documentation of costs and expenses as reasonably requested by such transferring Member or the proposed transferee, for the amount due; (o) The Transfer of a Membership Interest shall not effect a release of the transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Transfer; (p) Solely to the extent the following may be applicable to the Projects or the Project Companies, the Transfer shall not result in: (a) any Project Company, as applicable, (i) being in violation of Section 203 of the Federal Power Act; (ii) ceasing to be authorized by FERC to make sales of energy, capacity and ancillary services at market-based rates, being in violation of the terms and conditions of its market-based rate authorization, or otherwise being in violation of Section 205 of the Federal Power Act, or (iii) ceasing to be an exempt wholesale generator under PUHCA; or (ivb) if applicable, any Project ceasing to be a qualifying small power production facility under the assets Public Utility Regulatory Policies Act of 1978 and the Company to become subject wholly FERC implementing regulations or partly to the alternative depreciation system in Section 168(g) of the Code;exempt wholesale generator under PUHCA. (fq) The Transfer will not cause the Company All permits, consents and licenses, including all necessary Governmental Approvals with respect to be classified as a corporation for federal income tax purposes; (g) The such Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax Credithave been obtained.

Conditions Applicable to All Transfers. (a) Except as otherwise provided in this ARTICLE IXSection 9.2, all Transfers of Membership Interests must satisfy the following conditions: (ai) The transferring Member must give notice of the proposed Transfer to each of the other Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer;. (bii) The Transfer must be approved by a Super-Majority Vote of Members. (iii) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferredplace, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member;Transfer. (civ) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement and the Contribution Agreement (to the extent the transferor is to be released from such obligations);. (dv) The Transfer will not violate (x) any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets or (y) any material contract, lease, security, indenture or agreement binding on the Company or its assets, or any Project;. (evi) In the case of a Transfer during the Recapture Period, the The Transfer will not cause (i) result in a termination of the Company to terminate or any Project Company under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code;. (fvii) The Transfer will not cause the Company to be classified as a publicly traded partnership treated as a corporation for federal income tax purposes;purposes or result in any of the Projects becoming tax-exempt use property, in whole or in part, within the meaning of Section 168(h) of the Code during any applicable recovery period. (gviii) The Transfer shall not relieve the transferring Member of its obligation All consents, approvals and filings required to make Capital Contributions pursuant to Section 4.1, and be obtained or made in connection with the Transfer will not have been obtained or made and will be made to a Restricted Transferee;in full force and effect. (hix) The Transfer will not be made to a Prohibited Transferee; andTransferee is an Unrelated Person. (ix) The Transfer will not result in any recapture, loss or disallowance Transferee is a “United States person” within the meaning of all or a portion Section 7701(a)(30) of a Tax Creditthe Code.

Conditions Applicable to All Transfers. (a) Except as otherwise provided in this ARTICLE IXSection 9.2, all Transfers of Membership Interests must satisfy the following conditions: (ai) The transferring Member must give notice of the proposed Transfer to each of the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer;. (bii) The Transfer must be approved by a Super-Majority Vote of Members. (iii) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferredplace, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring MemberTransfer; (civ) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement and the Purchase Agreement (to the extent the transferor is to be released from such obligations); (dv) The Transfer will not violate (x) any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets or (y) any material contract, lease, security, indenture or agreement binding on the Company or its assets, or any Project; (evi) In the case of a Transfer during the Recapture Period, the The Transfer will not cause (i) result in a termination of the Company to terminate or any Project Company under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; , and in the event that a termination is caused by such Transfer, each Member will be required to indemnify the other Members based on their relative contribution toward the sell-down limit that triggers the Section 708(b)(1)(B) termination; (iivii) The Transfer will not cause the Company to be classified as an entity other than a partnership for United States federal tax purposes (or cause the Company to be treated as a publicly traded partnership taxable as a corporation) or cause the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; and (iiiviii) the assets The Transfer will not cause any portion of the Company any Project to turn wholly or partly into be classified as “tax-exempt use property” within the meaning of Section 168(h) 168 of the Code; Code or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes;subject to Section 470 of the Code. (gb) The Transfer Except as expressly set forth below, none of the conditions set forth in Section 9.2(a) shall not relieve apply to the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; andfollowing Transfers: (i) The Transfer will not result sale of Membership Interests pursuant to the Purchase Agreement. (ii) The grant of any security interest in any recaptureClass A Membership Interest, loss or disallowance provided that the conditions set forth in Section 9.2(a)(iv) and (v) shall apply to any Transfer described in Section 9.4(a)(iii). (iii) Any Transfer made in accordance with Section 9.6. (iv) Any Transfer of all or a portion of a Tax Creditthe stock, membership interests or assets (including any change of control or merger) of Ormat or any Affiliate of Ormat (other than the assets of any such Affiliate that are Membership Interests). (c) The conditions set forth in Section 9.2(a)(i) and (ii) shall not apply to any Transfer made by any Class B Member in accordance with Section 9.5 to any Person that is not an Affiliate of such Class B Member. (d) The conditions set forth in Section 9.2(a)(ii) shall not apply to any Transfer made by any Class B Member in accordance with Section 9.5 to any Person that is an Affiliate of such Class B Member.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give notice Without limiting the provisions of this Agreement, each Stockholder agrees that it shall not Transfer any Common Stock at any time if such Transfer would not comply with the proposed terms of this Agreement. For the avoidance of doubt, subject to compliance with ‎Section 3.04 and this ‎Section 3.05, any Stockholder may transfer any Common Stock, together with its rights (except as set forth in ‎Section 2.01(b)(vi) and ‎Section 3.04(f)) under ‎Section 2.01 of this Agreement with respect to Director designation rights (and the related rights pursuant to this ‎Article 2 in the case of removal or vacancies) to any Person, at any time. As a condition precedent to any Transfer, the Corporation may require an opinion of legal counsel reasonably satisfactory to it that registration under the Securities Act is not required. Each Person who hereafter acquires Common Stock in a Transfer to each of the Members from a Stockholder and is not less than ten (10) calendar days prior already a Stockholder shall, as a condition to the effective date effectiveness of such Transfer, execute and deliver a Joinder, and any Transfer in which the proposed Transfer;acquirer of Common Stock does not so deliver a Joinder (if applicable) shall be void ab initio. (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver At any time prior to the Company earlier of an IPO or the Corporation otherwise becoming subject to the periodic reporting obligations of the Exchange Act, the Corporation and any transfer agent for the Common Stock may refuse to register any transfer of shares of Common Stock if, as a result of such instruments transfer, the Common Stock would be held of transfer and assignment record by more than 300 holders. Each Stockholder agrees to cooperate with the Corporation with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance any actions approved by the Board of Directors to ensure the other Members to effect such Transfer and confirm Corporation remains below 300 holders at all times. If the transferor’s intention Corporation becomes aware that the transferee become a Member in its place with respect to Common Stock becomes held of record by more than 250 holders, the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date Corporation will notify all Stockholders of such Transfer that had been made or agreed to by the transferring Member;fact. (c) The transferee executes, adopts and acknowledges Notwithstanding anything to the contrary in this Agreement, and executes such other agreements as no Stockholder shall Transfer any shares of Common Stock (i) to a Competitor (except pursuant to a Company Sale) without the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking prior written consent of the transferee Board of Directors (which may be given or withheld in the Board of Director’s sole discretion) or (ii) if such Transfer would cause the Corporation to be bound by become subject to the terms of this Agreement and to assume the obligations registration requirements of the transferor under this Agreement (to the extent the transferor is to be released from such obligations);Investment Company Act of 1940, as amended. (d) The Transfer will not violate Each Stockholder that Transfers any securities laws shares of Common Stock as permitted by this Agreement shall use its reasonable best efforts to provide or cause to be provided to any other applicable federal or state laws or prospective Transferee of such Stockholder (subject to ‎Section 4.03) a copy of this Agreement (including by such proposed Transferee receiving access to this Agreement pursuant to the order of any court having jurisdiction over the Company or any of its assets, or any Project;Secured Site). (e) In To the case fullest extent permitted by applicable Law, any Transfer not in compliance with the provisions of a Transfer during the Recapture Periodthis Agreement shall be void ab initio, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer and such proposed Transferee shall not relieve the transferring Member of its obligation be entitled to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss rights or disallowance of benefits arising hereunder until all or a portion of a Tax Creditapplicable provisions have been satisfied.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or Property. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any filing, application, approval or consent. (b) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an Interest (including any Upper Tier Transfer) shall be binding upon the other Member unless (i) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the Venture, any Subsidiary or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, such transfer tax and to indemnify the non-transferring Member, (ii) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the Venture. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the Venture. (c) Notwithstanding any transfer made pursuant to this Article 9, the transferring Member shall remain liable for all of the obligations and liabilities of the transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transfer; provided, that the transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement. In connection with any transfer permitted under this Article 9, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (d) The Venture, each Member and any other Person or Persons having business with the Venture, need deal only with Members who are admitted as Members or as substituted Members of the Venture, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member’s executors or administrators shall acquit the Venture and the Members not less than ten (10) calendar days prior of all liability to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws Persons who may be interested in such payment by reason of an assignment by, or the order of any court having jurisdiction over the Company or any of its assetsdeath of, or any Project;such Member. (e) In Without the case consent of a the NorthStar Member, no Transfer during the Recapture Period, shall be permitted if the Transfer will not cause would (i) cause the Company Venture to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any REIT Entity to fail to qualify as a REIT; or (iv) cause the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company Venture to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax CreditVenture.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or Facility. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any filing, application, approval or consent. (a) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an Interest (including any Upper Tier Transfer) shall be binding upon the other Member unless (i) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the Venture, any Subsidiary or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, such transfer tax and to indemnify the non-transferring Member, (ii) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the Venture. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the Venture. (b) Notwithstanding any transfer made pursuant to this Article 9, the transferring Member shall remain liable for all of the obligations and liabilities of the transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transfer; provided, that the transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement. In connection with any transfer permitted under this Article 9, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (c) The Venture, each Member and any other Person or Persons having business with the Venture, need deal only with Members who are admitted as Members or as substituted Members of the Venture, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member’s executors or administrators shall acquit the Venture and the Members not less than ten (10) calendar days prior of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each executedeath of, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations);. (d) The Without the consent of the NorthStar Member, no Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project; (e) In the case of a Transfer during the Recapture Period, shall be permitted if the Transfer will not cause would (i) cause the Company Venture to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any direct or indirect owner of the NorthStar Member to fail to qualify as a REIT; or (iv) cause the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company Venture to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax CreditVenture.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member shall be made in full compliance with all Legal Requirements. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the Unaffiliated Members for any costs or expenses (including attorneys' fees) incurred by such Member in connection with any filing, application, approval or consent. (b) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of the Interest of a Member shall be binding upon the Unaffiliated Members unless (i) such Transfer will not be subject to, or such Transfer, when aggregated with prior Transfers in accordance with Legal Requirements, will not result in the imposition of any state, city or local transfer taxes to the LLC or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay such transfer tax and to indemnify the non-transferring Member therefrom, (ii) in the case of a Transfer of a direct Interest the transferee shall have delivered to such Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the Transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such Transfer and its admission to the LLC. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the LLC. (c) Notwithstanding any Transfer made pursuant to this Article IX but subject to the limitations expressly stated in this Agreement, including Article XII, the Transferring Member shall remain liable for all of the obligations and liabilities of the Transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such Transfer; provided, that the Transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such Transfer if the transferee shall have delivered to the Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the Transferring Member accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the Transferring Member, from and after the date of this Agreement). In connection with any Transfer permitted under this Article IX, each Member hereby consents to the withdrawal of the Transferring Member as a Member and the admission of the transferee as a Member with the rights of the Transferring Member hereunder. (d) The LLC, each Member and any other Person or Persons having business with the LLC, need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of Transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member's executors or administrators shall acquit the LLC and the Members not less than ten (10) calendar days prior of all liability to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws Persons who may be interested in such payment by reason of an assignment by, or the order of any court having jurisdiction over the Company or any of its assetsdeath of, or any Project; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax Creditsuch Member.

Conditions Applicable to All Transfers. (a) Except as otherwise provided in this ARTICLE IXSection 9.2, all Transfers of Membership Interests must satisfy the following conditions: (ai) The transferring Member must give notice of the proposed Transfer to each of the other Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer;. (bii) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferredplace, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member;Transfer. (ciii) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement and the Contribution Agreement (to the extent the transferor is to be released from such obligations);. (div) The Transfer will not violate (x) any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assetsAssets or (y) any material contract, lease, security, indenture or agreement binding on any Project;Subject Company or its Assets. (ev) In the case of a Transfer during by the Recapture PeriodClass B Member, the such Transfer will not cause (i) result in a termination of the Company to terminate or any Subject Company under Section 708(b)(1)(B) of the Code, Code unless the transferor has indemnified the other Members against for any adverse tax effects consequences incurred as a result of such termination in an amount determined on a present value basis using the Target Internal Rate of Return as the discount rate and using the Tracking Model results to the date of such Transfer, but otherwise not changing any of the inputs and assumptions from the Base Case Model. In the case of a Transfer by the Class A Member, such Transfer will not result in a manner acceptable to termination of the other Members; (iiCompany or any Subject Company under Section 708(b)(1)(B) the restrictions on use of Company losses in Section 470 of the Code to apply unless the transferor has indemnified the other Members for any adverse tax consequences incurred as a result of such termination in an amount determined on a present value basis using the Tracking Model results to the Company or the Members; (iii) the assets date of such Transfer, but otherwise not changing any of the Company to turn wholly or partly into “tax-exempt use property” within inputs and assumptions from the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code;Base Case Model. (fvi) The Transfer will not cause the Company to be classified as a publicly traded partnership treated as a corporation for federal income tax purposes;purposes or result in any of the Projects becoming tax-exempt use property, in whole or in part, within the meaning of Section 168(h) of the Code during any applicable recovery period. (gvii) The Transfer shall not relieve the transferring Member of its obligation All consents, approvals and filings required to make Capital Contributions pursuant to Section 4.1, and be obtained or made in connection with the Transfer will not have been obtained or made and will be made to a Restricted Transferee;in full force and effect. (hviii) The Transferee is an Unrelated Person. (ix) The Transferee is a “United States person” within the meaning of Section 7701(a)(30) of the Code. (b) If the Transfer will not be made involves Class A Membership Interests (including, for the avoidance of doubt, a Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance relating to a Prohibited Transferee; and such Class A Membership Interest), (i) The through and including the Flip Date, the Transfer will not result in any recapture, loss or disallowance must be approved by a Super-Majority Vote of all or a portion Members and (ii) the Transferee shall have provided such “Know Your Customer” information as shall be required by the policies and procedures of a Tax Creditthe Class B Member.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any filing, application, approval or consent. (b) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an Interest (including any Upper Tier Transfer) shall be binding upon the other Member unless (i) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the Venture, any Subsidiary or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, such transfer tax and to indemnify the non-transferring Member, (ii) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the Venture. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the Venture. (c) Notwithstanding any transfer made pursuant to this Article 9, the transferring Member shall remain liable for all of the obligations and liabilities of the transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transfer; provided, that the transferring Member shall be relieved of any such obligations and liabilities accruing from 1160165.07-NYCSR03A - MSW and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement. In connection with any transfer permitted under this Article 9, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (d) The Venture, each Member and any other Person or Persons having business with the Venture, need deal only with Members who are admitted as Members or as substituted Members of the Venture, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member’s executors or administrators shall acquit the Venture and the Members not less than ten (10) calendar days prior of all liability to the effective date of the proposed Transfer; (b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws Persons who may be interested in such payment by reason of an assignment by, or the order of any court having jurisdiction over the Company or any of its assetsdeath of, or any Project;such Member. (e) In Without the case consent of a the NorthStar Member, no Transfer during the Recapture Period, shall be permitted if the Transfer will not cause would (i) cause the Company Venture to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any direct or indirect owner of the NorthStar Member to fail to qualify as a REIT; or (iv) cause the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company Venture to be classified as a corporation for federal income tax purposes; (g) The Transfer shall not relieve deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (h) The Transfer will not be made to a Prohibited Transferee; and (i) The Transfer will not result in any recapture, loss or disallowance of all or a portion of a Tax CreditVenture.

Conditions Applicable to All Transfers. Except (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member shall be made in full compliance with all Legal Requirements. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the Unaffiliated Members for any costs or expenses (including attorneys' fees) incurred by such Member in connection with any filing, application, approval or consent. Any Member that Transfers its Interest shall have implemented procedures to ensure that neither the transferee nor any Person who owns any equity interest in such transferee is a Prohibited Person or Controlled by a Prohibited Person (provided that this requirement shall not apply to any Person to the extent that such Person's interest in the LLC is through a U.S. Publicly-Traded Entity). (b) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of the Interest of a Member shall be binding upon the Unaffiliated Members unless (i) such Transfer will not be subject to, or such Transfer, when aggregated with prior Transfers in accordance with Legal Requirements, will not result in the imposition of any state, city or local transfer taxes to the LLC or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay such transfer tax and to indemnify the non-transferring Member therefrom, (ii) in the case of a Transfer of a direct Interest the transferee shall have delivered to such Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the Transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such Transfer and its admission to the LLC. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the LLC. (c) Notwithstanding any Transfer made pursuant to this Article IX but subject to the limitations expressly stated in this Agreement, including Article XII, the Transferring Member shall remain liable for all of the obligations and liabilities of the Transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such Transfer; provided, that the Transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such Transfer if the transferee shall have delivered to the Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the Transferring Member accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the Transferring Member, from and after the date of this Agreement). In connection with any Transfer permitted under this Article IX, each Member hereby consents to the withdrawal of the Transferring Member as a Member and the admission of the transferee as a Member with the rights of the Transferring Member hereunder. (d) The LLC, each Member and any other Person or Persons having business with the LLC, need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of Transfer by a Member or by reason of the death of a Member, except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy Agreement. In the following conditions: (a) The transferring Member must give notice absence of the proposed Transfer substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to each of a Member or to a Member's executors or administrators shall acquit the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer; (b) The transferring Member LLC and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members of all liability to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws Persons who may be interested in such payment by reason of an assignment by, or the order of any court having jurisdiction over the Company or any of its assetsdeath of, or any Project;such Member. (e) In No Member shall transfer, or permit the case transfer (including, without limitation, by means of an Upper Tier Transfer) of, all or any portion of the Interests held by such Member unless the same is done in accordance with the requirements of Applicable Loan Documents or the Citibank Lease. (f) No Member shall Transfer and the LLC shall not permit the Transfer (including, without limitation, by means of an Upper Tier Transfer, a Transfer during the Recapture Period, the to another Member or its affiliate or any other Transfer will not cause (i) the Company to terminate otherwise permitted under Section 708(b)(1)(Bthis Article IX) of the Code, unless the transferor has indemnified the other Members against all or any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 portion of the Code Interests held by such Member to apply to the Company a "benefit plan investor" or the Members; "controlling person" (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(hthe Plan Asset Regulation) if, following such Transfer, equity participation in the LLC by benefit plan investors would be "significant" (within the meaning of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation for federal income tax purposes;Plan Asset Regulation). (g) The Transfer No Member shall not relieve transfer, or permit the transferring Member transfer (including, without limitation, by means of its obligation to make Capital Contributions pursuant to an Upper Tier Transfer) of, all or any portion of the Interests held by such Member, if such transfer would constitute a nonexempt prohibited transaction under Section 4.1, and 406(a) or Section 407 of ERISA or Section 4975 of the Transfer will not be made to a Restricted Transferee;Code. (h) The Transfer will Notwithstanding anything to the contrary contained in Sections 9.01 or 9.02 or Article X, Reckson and/or any direct or indirect owner of Reckson shall not be made permitted to a Prohibited Transferee; and (i) The effectuate any Transfer will not which would result in Reckson Operating Partnership, L.P. owning less than ten percent (10%) of the direct or indirect ownership interests in the LLC unless, after such Transfer, Reckson Operating Partnership, L.P. shall own zero percent (0%) of the direct or indirect ownership interests in the LLC. The terms and provisions of this Section 9.03(h) shall not apply to any recapture, loss adjustments to direct or disallowance indirect ownership interests made pursuant to the terms and provisions of all or a portion of a Tax CreditSection 5.02 hereof.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE Article IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give notice of the proposed Transfer to each of the Manager and the other Members not less than ten (10) calendar days 10 Business Days prior to the effective proposed date for the consummation of the proposed Transfer; provided that, with respect to any Transfer by a Member, such Member must also give notice to the Manager and the other Members promptly upon commencing a marketing process in a material respect for the sale of Membership Interests; (b) The transferring Member and the prospective transferee must each execute, acknowledge and deliver to the Company such instruments of transfer an assignment and assignment assumption agreement substantially in the form set forth in Exhibit B hereto with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations the representations, warranties and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 3.9 as of the date of such Transfer that had been made or agreed to by the transferring MemberTransfer; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any ProjectApplicable Law; (d) The transferee is not a Disqualified Transferee; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation or publicly traded partnership for federal income tax purposes; (g) The Transfer shall not relieve the transferring Member of its obligation to make Capital Contributions pursuant to Section 4.1, and the Transfer will not be made to a Restricted Transferee; (hf) The Transfer will not cause the assets of the Company to be treated as tax-exempt use property within the meaning of Section 168(h) of the Code; (g) For Transfers by any Member, the Member has made all of the contributions contemplated to be made by such Member under the Contribution Agreement; provided that, this restriction shall not apply if the transferee has reasonably demonstrated that they have the ability to make all remaining Capital Contributions required of the transferring Member (an “Eligible Transferee”); provided further that, until a Prohibited Member has made all of the contributions contemplated to be made by such Member under the Contribution Agreement, any transferee that has (i) a long-term credit rating of at least BBB- by Standard & Poor’s and Baa3 by Mxxxx’x, (ii) a Tangible Net Worth of at least $25,000,000, or (iii) has provided a parent guaranty from an entity that meets the requirements set forth in clause (i) or (ii), which guaranty is in form and substance reasonably acceptable to the other Members, shall be deemed to be an Eligible Transferee; and (ih) The For Transfers by any Member, such Transfer will is not result in any recapture, loss or disallowance of all or to a portion of a Tax CreditProhibited Entity.

Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE Article IX, all Transfers of Membership Interests must satisfy the following conditions: (a) The transferring Member must give notice of the proposed Transfer to each of the Manager and the other Members not less than ten (10) calendar days 10 Business Days prior to the effective proposed date for the consummation of the proposed Transfer; provided that, with respect to any Transfer by a Class B Member, such Class B Member must also give notice to the Manager and the other Members promptly upon commencing a marketing process for the sale of Class B Membership Interests and promptly upon entering into advanced negotiations with a third party with respect to the Transfer of Class B Membership Interests; (b) The transferring Member and the prospective transferee must each execute, acknowledge and deliver to the Company such instruments of transfer an assignment and assignment assumption agreement substantially in the form set forth in Exhibit B hereto with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations the representations, warranties and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 3.9 as of the date of such Transfer that had been made or agreed to by the transferring MemberTransfer; (c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations); (d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any ProjectApplicable Law; (d) The transferee is not a Disqualified Transferee; (e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code; (f) The Transfer will not cause the Company to be classified as a corporation or publicly traded partnership for federal income tax purposes; (gf) The Transfer shall will not relieve cause the transferring assets of the Company to be treated as tax-exempt use property within the meaning of Section 168(h) of the Code; (g) For Transfers by the Class A Member of its obligation to make Capital Contributions pursuant to Section 4.1the Class A Member’s interests, and the Transfer will not be shall have been approved in writing by the Requisite Class B Members in their sole discretion, unless such Transfer is made to a Restricted Transfereein compliance with Section 9.9; (h) The Transfer will not For Transfers by any Class B Member, the Class B Member has made all of the contributions contemplated to be made by such Class B Member under the Contribution Agreement; provided that, this restriction shall not apply if the transferee has reasonably demonstrated that they have the ability to make all remaining Capital Contributions required of the transferring Class B Member (an “Eligible Transferee”); provided further that any transferee that has (i) a Prohibited long-term credit rating of at least BBB- by Standard & Poor’s and Baa3 by Mxxxx’x, (ii) a Tangible Net Worth of at least $25,000,000, or (iii) has provided a parent guaranty from an entity that meets the requirements set forth in clause (i) or (ii), which guaranty is in form and substance reasonably acceptable to the Class A Member, shall be deemed to be an Eligible Transferee; and (i) The For Transfers by any Class B Member, such Transfer will is not result in any recapture, loss or disallowance of all or to a portion of a Tax CreditProhibited Class B Entity.