Common use of Matters Requiring Approval of the Management Committee Clause in Contracts

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the Series; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series or the provision of any material financial guarantees by the Series, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the Series; (G) [***] (H) [***] (I) [***] (J) [***] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***] (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] (P) [***] (Q) approving accounting procedures for the Series in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ accountants; (R) [***] (S) [***] (T) [***] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); (Y) termination of a Series pursuant to Section 12.01(a)(i);

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series the Company without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the SeriesCompany; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series Company or the provision of any material financial guarantees by the SeriesCompany, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the SeriesCompany; (G) [***] (H) [***] (I) [***] (J) [***Intentionally omitted.] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii4.01(i) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***Intentionally omitted.]; (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] (P) [***] (Q) approving accounting procedures for the Series Company in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ Company’s accountants; (R) [***] (S) [***] (T) [***] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); ; (Y) termination dissolution of a Series the Company pursuant to Section 12.01(a)(i12.01; (Z) causing or permitting the Company to become Bankrupt (but this provision shall not be construed to require any Member to ensure the profitability or solvency of the Company); (AA) the Disposition or abandonment of all or substantially all of the Company’s assets, or of the Company’s material assets other than any Disposition(s) in the ordinary course of business; (BB) causing or permitting the Company to merge, consolidate or convert into any other entity; (CC) [***] (DD) approving the FERC Application pursuant to Section 7.01(a); (EE) making any decision required pursuant to Sections 7.01(b), (c) or (d); (FF) [***] (GG) [***] (HH) [***]

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series the Company without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the SeriesCompany; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series Company or the provision of any material financial guarantees by the SeriesCompany, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the SeriesCompany; (G) [***] (H) [***] (I) [***] (J) [***Intentionally omitted.] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii4.01(i) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***Intentionally omitted.]; (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] ] (P) [***] (Q) approving accounting procedures for the Series Company in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ Company’s accountants; (R) [***] (S) [***] (T) [***] ] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); (Y) termination dissolution of a Series the Company pursuant to Section 12.01(a)(i12.01; (Z) causing or permitting the Company to become Bankrupt (but this provision shall not be construed to require any Member to ensure the profitability or solvency of the Company); (AA) the Disposition or abandonment of all or substantially all of the Company’s assets, or of the Company’s material assets other than any Disposition(s) in the ordinary course of business; (BB) causing or permitting the Company to merge, consolidate or convert into any other entity; (CC) [***] (DD) approving the FERC Application pursuant to Section 7.01(a); (EE) making any decision required pursuant to Sections 7.01(b), (c) or (d); (FF) [***] (GG) [***] (HH) [***]

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series the Company without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the SeriesCompany; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series Company or the provision of any material financial guarantees by the SeriesCompany, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the SeriesCompany; (G) [***] (H) [***] (I) [***] (J) [***] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***] (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] (P) [***] (Q) approving accounting procedures for the Series Company in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ Company’s accountants; (R) [***] (S) [***] (T) [***] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); ; (Y) termination dissolution of a Series the Company pursuant to Section 12.01(a)(i12.01; (Z) causing or permitting the Company to become Bankrupt (but this provision shall not be construed to require any Member to ensure the profitability or solvency of the Company); (AA) the Disposition or abandonment of all or substantially all of the Company’s assets, or of the Company’s material assets other than any Disposition(s) in the ordinary course of business; (BB) causing or permitting the Company to merge, consolidate or convert into any other entity; (CC) [***] (DD) approving the FERC Application pursuant to Section 7.01(a); (EE) making any decision required pursuant to Sections 7.01(b), (c) or (d); (FF) [***] (GG) [***] (HH) [***]

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series the Company without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the SeriesCompany; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series Company or the provision of any material financial guarantees by the SeriesCompany, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the SeriesCompany; (G) [***] (H) [***] (I) [***] (J) [***] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***] (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] (P) [***] (Q) approving accounting procedures for the Series Company in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ Company’s accountants; (R) [***] (S) [***] (T) [***] ] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); (Y) termination of a Series pursuant to Section 12.01(a)(i);

Matters Requiring Approval of the Management Committee. Notwithstanding any other provision of this Agreement, but subject to Section 6.05(e), none of the following actions may be taken by, or on behalf of, a Series without first obtaining the approval of a Supermajority Interest of the Management Committee: (A) with respect to each Series, conducting any activity or business that, in the reasonable judgment of the Operator acting in good faith, may generate income for federal income tax purposes that may not be “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) in excess of [***]% of the gross income of the Series; (B) any material tax elections or any material decisions relating to material tax returns, in each case, as determined in the reasonable judgment of the Operator acting in good faith; (C) considering at a meeting of the Management Committee a material matter not on the agenda for that meeting; (D) entering into, amending in any material respect, or terminating any Material Contract, or taking any action that results in a material default under any Material Contract; (E) approving any material loans made by the Series or the provision of any material financial guarantees by the Series, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (F) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the Series; (G) [***] (H) [***] (I) [***] (J) [***] (K) [***] (L) except as otherwise provided in Section 4.01(a)(ii) making a Capital Call or otherwise requiring any Member to make any Capital Contribution, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of the Construction Budget, the Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Management Committee; (M) [***] (N) selecting a different name for the Company, or making any change to the principal nature of the business of the Company; (O) [***] (P) [***] (Q) approving accounting procedures for the Series in accordance with GAAP, or voluntarily changing or terminating the appointment of the Series’ accountants; (R) [***] (S) [***] (T) [***] ] (U) [***] (V) on the occurrence of a Dissolution Event, the designation of a Member or other Person to serve as liquidator pursuant to Section 12.02; (W) the commencement, conduct or settlement of any suit, action or proceeding or arbitration, each involving in excess of $[***]; (X) the formation of any subcommittee of the Management Committee pursuant to Section 6.02(k); (Y) termination of a Series pursuant to Section 12.01(a)(i);