Common use of Additional Contributions or Loans Clause in Contracts

Additional Contributions or Loans. (a) Except for the Initial Capital Contributions and the AM Commitment Amount as set forth in Section 6.1 and as otherwise required pursuant to this Section 6.3, the Members shall not be required to make any additional Capital Contributions or loans to the Company in addition to the Initial Capital Contributions. If Managing Member reasonably determines that the Members shall make additional Capital Contributions or loans to the Company to fund a Working Capital Shortfall or a Preservation Cost of the Company or the TRS SUB (each, in the case of Working Capital Shortfalls, a “Mandatory Capital Contribution” and in the case of Preservation Cost, a “Member Loan”), then such Mandatory Capital Contribution or Member Loan shall be contributed or made, as applicable, by the Members in accordance with their respective Initial Participation Percentage. Managing Member shall deliver a notice (a “Cash Notice”) to each Member setting forth the amount of cash required from such Member (a “Required Amount”). Within the twenty (20) day period following the date of receipt by a Member of a Cash Notice, the Member shall contribute to the Company its Required Amount. (b) If a Member (the “Non-Contributing Member”) shall fail to advance all or any part of its Required Amount within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a), the other Member which has funded its respective Required Amount (the “Contributing Member”) may elect (in its sole and absolute discretion), within ten (10) days after the Non-Contributing Member’s failure to fund, to advance directly to the Company the Required Amount not advanced by the Non-Contributing Member (the “Deficiency Amount”); provided that, if the Non-Contributing Member fails to fund (i) a Mandatory Capital Contribution for Working Capital Shortfalls, a Contributing Member may fund the Deficiency Amount as a loan to the Non-Contributing Member (which shall be treated as an additional Capital Contribution by the Non-Contributing Member of the Deficiency

Additional Contributions or Loans. (a) Except for the Initial Capital Contributions and the AM Commitment Amount as set forth provided in Section 6.1 6.1, Section 6.3 and as otherwise required pursuant to this Section 6.36.4, the Members shall not be required to make any additional Capital Contributions or loans to the Company in addition to the Initial Capital ContributionsContributions and/or any Capital Contributions under Section 6.3. If Managing Member reasonably determines that the Members shall make additional Capital Contributions or loans to the Company to fund a Working Capital Shortfall (after first using funds from the Operating Shortfall Reserve Account to cover such shortfall) or a Preservation Cost of the Company or the TRS SUB (each, in the case of Working Capital Shortfalls, a “Mandatory Capital Contribution” and in the case of Preservation Cost, a “Member Loan”), then such Mandatory Capital Contribution or and Member Loan Loans shall be contributed or made, as applicable, by the Members in accordance with their respective Initial Participation PercentagePercentages. Managing Member Manager shall deliver a notice (a “Cash Notice”) to each Member setting forth the amount of cash required from such Member (a “Required Amount”). Within the twenty (20) day period following the date of receipt by a Member of a Cash Notice, the Member shall contribute to the Company its Required Amount. (b) If within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.4(a), a Member (the “Non-Contributing Member”) shall fail to advance all or any part of its Required Amount within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a)Amount, the other Member which has funded its respective Required Amount Members (the “Contributing MemberMembers”) may elect (in its sole and absolute discretion), within ten (10) days after the Non-Contributing Member’s failure to fundthereafter, may elect, in their sole discretion either (i) to advance directly to the Company as a loan to the Non-Contributing Member the portion of the Required Amount not advanced by the Non-Contributing Member (the “Deficiency Amount”), as provided in Section 6.4(c) below; provided thator (ii) in the case of Working Capital Shortfall, if advance a Capital Contribution to the Company equal to the Deficiency Amount, whereupon the Participation Percentage of the Members shall be recalculated to (A) increase the Contributing Member(s)’ collective Participation Percentage by the Applicable Adjustment Percentage (as defined below) and increasing their aggregate Capital Accounts by the product of the Deficiency Amount and the Dilution Multiplier (as defined below), with such increases in Participation Percentage and Capital Accounts to be allocated to the Contributing Members(s) pro rata based on the portion of the Deficiency Amount owed to each Contributing Member, and (B) reduce the Non-Contributing Member’s Participation Percentage by the Applicable Adjustment Percentage and decrease its Capital Account by the product of the Deficiency Amount and the Dilution Multiplier. The “Applicable Adjustment Percentage” shall mean the fraction, expressed as a percentage, in which the numerator is an amount equal to the Dilution Multiplier times the Deficiency Amount, and the denominator is the sum of the Member’s total Capital Contribution (taking into account any additional Capital Contributions funded by the Contribution Member(s)). The “Dilution Multiplier” shall mean 1.5. Any reduction in the Non-Contributing Member’s Participation Percentage and increase in the Contributing Member(s) Participation Percentage in accordance with this Section 6.4(b) shall not affect the Members’ Initial Participation Percentages, and the Non-Contributing Member fails and the Contributing Member(s) shall remain obligated to fund (i) a Mandatory Capital Contribution for Working Capital Shortfalls, a Contributing Member may fund the Deficiency Amount as a loan to the Non-Contributing Member (which shall be treated as an make any additional Capital Contribution by Contributions in accordance with their respective Initial Participation Percentages. Unless they mutually agree otherwise, the Non-Contributing Member of the DeficiencyMembers shall fund such loan pro rata in proportion to their respective Initial Participation Percentages.

Additional Contributions or Loans. (a) Except for the Initial Capital Contributions and the AM Commitment Amount as set forth provided in Section 6.1 and as otherwise required pursuant to this Section 6.3, the Members shall not be required to make any additional Capital Contributions or loans to the Company in addition to the Initial Capital Contributions. If Managing Member or Manager reasonably determines determine that the Members shall make additional Capital Contributions or loans to the Company to fund a Working Capital Shortfall or a Preservation Cost of the Company or the TRS SUB its Subsidiaries (each, in the case of Working Capital Shortfalls, a “Mandatory Capital Contribution” and in the case of Preservation Cost, a “Member Loan”), then such Mandatory Capital Contribution or Member Loan shall be contributed or made, as applicable, by the Members in accordance with their respective Initial Participation PercentagePercentages. Managing Member Manager shall deliver a notice (a “Cash Notice”) to each Member setting forth the amount of cash required from such Member (a “Required Amount”). Within the twenty (20) day period following the date of receipt by a Member of a Cash Notice, the Member shall contribute to the Company its Required Amount. Notwithstanding the foregoing, prior to issuing a call for the Members to contribute Mandatory Capital Contribution required for any Working Capital Shortfall or Preservation Cost, the Members agree to meet and discuss (in good faith) whether any such Working Capital Shortfall can be reasonably reduced or eliminated without compromising the business of the Company. For avoidance of doubt, if the Members cannot mutually agree on a reduction or elimination of any amount of such Working Capital Shortfall and/or Preservation Cost, the Members shall nevertheless advance the approved Mandatory Capital Contribution. Any dispute over whether any amounts qualify as a Working Capital Shortfall or Preservation Cost and/or any dispute over the amount either Member claims is required to satisfy such Working Capital Shortfall or fund Preservation Costs shall be determined in accordance with the procedures set forth in Section 9.13. (b) If within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a), a Member (the “Non-Contributing Member”) shall fail to advance all or any part of its Required Amount within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a)Amount, the other Member which has funded its respective Required Amount Members (the “Contributing MemberMembers”) may elect (in its sole and absolute discretion), within ten (10) 10 days after the Non-Contributing Member’s failure to fundthereafter, to may advance directly to the Company as a loan to the Non-Contributing Member the portion of the Required Amount not advanced by the Non-Contributing Member (the “Deficiency AmountDeficiency”); , as provided thatin Section 6.3(c) below. Unless they mutually agree otherwise, if the Contributing Members shall fund such loan pro rata in proportion to their respective Participation Percentages. The remedy set forth in this Section 6.3 shall be the exclusive remedy of the Contributing Members for the Non-Contributing Member fails Member’s failure to fund advance additional capital as required under Section 6.3(a). (ic) a Mandatory Capital Contribution for Working Capital Shortfalls, a If the Contributing Member may fund the Deficiency Amount as Members make a loan to the Non-Contributing Member (which as provided in Section 6.3(b), the Deficiency shall be delivered to the Company by the Contributing Members, shall be treated as an additional Capital Contribution by the Non-Contributing Member of the DeficiencyDeficiency and shall constitute a loan to the Non-Contributing Member (a “Deficit Loan”). Each Deficit Loan shall bear interest at a variable rate determined on the 1st day of each month equal to ten percent (10%) plus the Bank of America prime rate in effect on the 1st day of each month (or such lesser amount as may then represent the maximum legal interest rate for the Deficit Loan), compounded monthly, and shall be repaid within ten (10) days following demand by the Contributing Members upon the Non-Contributing Member, or until demand is made, by payment directly by the Company to the Contributing Members of any distributions otherwise due the Non-Contributing Member pursuant to the other Sections of this Agreement; provided, however, that for Capital Account maintenance purposes, such amount shall be deemed distributed to the Non-Contributing Member (with a corresponding reduction to its Capital Account) followed by the repayment by the Non-Contributing Member to the Contributing Member. Any payments on a Deficit Loan shall be credited first to any interest then due on the loan with the balance of such distributions to be credited against the outstanding principal balance of such loan. Any Deficit Loan will be recourse only to the Non-Contributing Member’s right to distributions pursuant to this Agreement and must be repaid directly by the Company on behalf of the Non-Contributing Member as set forth in this Section 6.3. For avoidance of doubt, no Deficit Loan shall be considered a Capital Contribution by the Contributing Member for purposes of this Agreement or increase such Contributing Member’s Capital Account. (d) Notwithstanding any of the foregoing, the Members agree that in the event that CW Member makes a Deficit Loan, the Deficit Loan may be structured in a manner that causes the REIT to comply with the requirements of Section 5.5(e).

Additional Contributions or Loans. (a) Except for the Initial Capital Contributions and the AM Commitment Amount as set forth provided in Section 6.1 and as otherwise required pursuant to this Section 6.3, the Members shall not be required to make any additional Capital Contributions or loans to the Company in addition to the Initial Capital Contributions. If Managing Member reasonably determines that the Members shall make additional Capital Contributions or loans to the Company to fund a Working Capital Shortfall or a Preservation Cost of the Company or the TRS SUB (each, in the case of Working Capital Shortfalls, a “Mandatory Capital Contribution” and in the case of Preservation Cost, a “Member Loan”), then such Mandatory Capital Contribution or and Member Loan Loans shall be contributed or made, as applicable, by the Members in accordance with their respective Initial Participation PercentagePercentages. Managing Member Manager shall deliver a notice (a “Cash Notice”) to each Member setting forth the amount of cash required from such Member (a “Required Amount”). Within the twenty (20) day period following the date of receipt by a Member of a Cash Notice, the Member shall contribute to the Company its Required Amount. (b) If within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a), a Member (the “Non-Contributing Member”) shall fail to advance all or any part of its Required Amount within twenty (20) days after the date a Cash Notice is given pursuant to Section 6.3(a)Amount, the other Member which has funded its respective Required Amount Members (the “Contributing MemberMembers”) may elect (in its sole and absolute discretion), within ten (10) days after the Non-Contributing Member’s failure to fundthereafter, may elect, in their sole discretion either (i) to advance directly to the Company as a loan to the Non-Contributing Member the portion of the Required Amount not advanced by the Non-Contributing Member (the “Deficiency Amount”), as provided in Section 6.3(c) below; provided thator (ii) in the case of Working Capital Shortfall, if advance a Capital Contribution to the Company equal to the Deficiency Amount, whereupon the Participation Percentage of the Members shall be recalculated to (A) increase the Contributing Member(s)’ collective Participation Percentage by the Applicable Adjustment Percentage (as defined below) and increasing their aggregate Capital Accounts by the product of the Deficiency Amount and the Dilution Multiplier (as defined below), with such increases in Participation Percentage and Capital Accounts to be allocated to the Contributing Members(s) pro rata based on the portion of the Deficiency Amount owed to each Contributing Member, and (B) reduce the Non-Contributing Member’s Participation Percentage by the Applicable Adjustment Percentage and decrease its Capital Account by the product of the Deficiency Amount and the Dilution Multiplier. The “Applicable Adjustment Percentage” shall mean the fraction, expressed as a percentage, in which the numerator is an amount equal to the Dilution Multiplier times the Deficiency Amount, and the denominator is the sum of the Member’s total Capital Contribution (taking into account any additional Capital Contributions funded by the Contribution Member(s)). The “Dilution Multiplier” shall mean 1.5. Any reduction in the Non-Contributing Member’s Participation Percentage and increase in the Contributing Member(s) Participation Percentage in accordance with this Section 6.3(b) shall not affect the Members’ Initial Participation Percentages, and the Non-Contributing Member fails and the Contributing Member(s) shall remain obligated to fund (i) a Mandatory Capital Contribution for Working Capital Shortfalls, a Contributing Member may fund the Deficiency Amount as a loan to the Non-Contributing Member (which shall be treated as an make any additional Capital Contribution by Contributions in accordance with their respective Initial Participation Percentages. Unless they mutually agree otherwise, the Non-Contributing Member of the DeficiencyMembers shall fund such loan pro rata in proportion to their respective Initial Participation Percentages.

Additional Contributions or Loans. Additional capital may be required of each Member only in accordance with this Section 8.3. (a) Except Each Member hereby agrees to contribute its Percentage Interest of all additional payments due from the Company: (i) to GE under any contract or purchase order for turbine generator sets, to be contributed prior to the Initial Capital Contributions date such payments are due or as directed by the Management Committee in connection therewith, (ii) to GE (or such other entity with which the Company may contract) pursuant to any engineering, procurement and construction contract which may be entered into by the AM Commitment Amount Company with respect to the Facility, to be contributed prior to the date such payments are due or as set forth directed by the Management Committee in Section 6.1 connection therewith, and (iii) for such other amounts as otherwise required may be included in any approved Development Plan. To the extent the foregoing payments are made directly from a Member to GE (or another entity with which the Company may contract), such payments shall be deemed to have been made to the Company pursuant to this Section 6.38.3, and shall constitute capital contributions for the Members shall not be required purposes hereof. The Management Committee is authorized to make obtain debt financing for all or part of any additional Capital Contributions Current Phases or loans to the Company in addition to the Initial Capital Contributions. If Managing Member reasonably determines that the Members shall make additional Capital Contributions or loans to the Company to fund a Working Capital Shortfall or a Preservation Cost of the Company or the TRS SUB (each, in the case of Working Capital Shortfalls, a “Mandatory Capital Contribution” and in the case of Preservation Cost, a “Member Loan”), then such Mandatory Capital Contribution or Member Loan shall be contributed or made, as applicable, by the Members in accordance with their respective Initial Participation Percentage. Managing Member shall deliver a notice (a “Cash Notice”) to each Member setting forth the amount of cash required from such Member (a “Required Amount”). Within the twenty (20) day period following the date of receipt by a Member of a Cash Notice, the Member shall contribute to the Company its Required AmountAdditional Phases. (b) If Each Member also hereby agrees to contribute such additional capital under Section 8.3(a) as may be determined by the Management Committee. Such contributions shall be proportionate to each Member's Percentage Interest. (c) In lieu of a capital contribution, with the consent of the Management Committee, a Member may provide capital to the Company in the form of a loan on commercially reasonable terms and conditions. Capital provided in the form of a loan shall not be deemed a capital contribution hereunder. (d) In the event that a Member (the “Non-Contributing "Capital Defaulting Member”") shall fail fails to advance all make a required additional capital contribution when due (including without limitation a capital contribution required by any Development Plan or any part loan in lieu of its Required Amount within twenty (20) days after a capital contribution as determined by the date a Cash Notice is given pursuant to Section 6.3(aManagement Committee), the other Management Committee or the non-defaulting Member which has funded its respective Required Amount (the “Contributing "Capital Non-Defaulting Member”") may elect (in its sole and absolute discretion), shall give written notice of default to the Capital Defaulting Member. If the Capital Defaulting Member does not pay all amounts due within ten (10) days after such notice is given, the Capital Non-Contributing Member’s failure Defaulting Member shall be entitled to fundtake, or to cause the Company to take, any of the following actions (or any combination of such actions, to advance directly the extent not inconsistent or mutually exclusive): (i) The Company may apply any distributions otherwise payable to the Capital Defaulting Member under this Agreement, the Related Agreements or otherwise, toward the payment of the defaulted capital contribution, plus interest thereon at the Default Rate from the date when originally due. (ii) The Capital Non-Defaulting Member may loan to the Company the Required Amount not advanced amount of the defaulted capital contribution, in which event interest shall accrue at the Default Rate from the date of such loan. Repayment of the loan to the Capital Non-Defaulting Member shall have priority over any other distributions to be made under this Agreement or any Related Agreements, and the amount of interest paid by the Company for any such loan shall be deducted from the share of profits to be paid to the Capital Defaulting Member. Upon the making of any such loan to the Company, the Company shall be deemed to have made a simultaneous loan in the same amount and at the same interest rate to the Capital Defaulting Member, and such simultaneous loan shall be due and payable upon demand of the Management Committee acting in accordance with Section 8.3(d)(v). (iii) The Capital Non-Contributing Defaulting Member may contribute to the Company the amount of any defaulted capital contribution, in which case the respective Percentage Interests of the Capital Defaulting Member and the Capital Non-Defaulting Member shall be adjusted proportionately, provided such reduction and increase do not violate any law or a regulatory requirement. (iv) Upon notice (a "Purchase Notice") to the “Deficiency Amount”Capital Defaulting Member, which notice may be given at any time before the Capital Defaulting Member pays such defaulted capital contribution, or if the Capital Non-Defaulting Member has loaned the defaulted capital contribution to the Company in accordance with this Section 8.3(d); provided that, before such loan has been repaid by the Capital Defaulting Member, the Capital Non-Defaulting Member may purchase the entire interest of the Capital Defaulting Member in the Company. The purchase price shall equal seventy-five percent (75%) of the Capital Account balance of the Capital Defaulting Member as of the date of the Purchase Notice and shall be paid in cash. Closing on any such purchase shall take place on the date specified by the Capital Non- Defaulting Member, but shall not occur sooner than fifteen (15) days nor later than thirty (30) days after the date of the Purchase Notice. (v) Provided that the Capital Non-Defaulting Member has not exercised the remedies set forth in Sections 8.3(d)(iii) or (iv) above, or, if it has exercised the remedy set forth in Section 8.3(d)(i) above, provided that such distributions have not fully paid the defaulted capital contribution and interest thereon, the Company may xxx to collect the defaulted capital contribution, together with interest thereon at the Default Rate from the date when originally due, plus all collection costs (including reasonable legal fees and expenses). (e) Except as expressly provided herein, the foregoing remedies shall be cumulative and shall not be exclusive. No course of dealing between the Capital Non-Contributing Defaulting Member fails and the Capital Defaulting Member and no delay in exercising any right, power or remedy conferred in this Section, whether now or hereafter existing at law or in equity, shall operate as a waiver or otherwise prejudice any such right, power, or remedy. In addition to fund the remedies set forth above, until such time as (i) a Mandatory the Capital Contribution for Working Capital Shortfalls, a Contributing Defaulting Member may fund has paid in full any loan made by the Deficiency Amount as a loan other Member to the Company pursuant to Section 8.3(d)(ii), (ii) the amount of such defaulted capital contribution and interest due thereon has been paid in full by the application of distributions pursuant to Section 8.3(d)(i), or (iii) the Capital Non-Contributing Defaulting Member completes the exercise of its rights under Sections 8.3(d)(iii), (which shall be treated as an additional iv) or (v), the Capital Contribution Defaulting Member, and the Manager appointed by the Capital Defaulting Member to the Management Committee, shall have no right to vote on any matters as to which such Member or Manager would otherwise be entitled to vote, and any actions requiring the consent, approval or direction of the Members or the Management Committee may be taken by the Capital Non-Contributing Defaulting Member without the consent, approval or vote of the DeficiencyCapital Defaulting Member or the Manager appointed by it.