Common use of Member Loans Clause in Contracts

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided that, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretion, at the Prime Rate. (c) Notwithstanding anything to the contrary in this Agreement, the Company shall borrow and accept, and the Managing Member shall cause the Company to borrow and accept, such loans or advances from the lending Members. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwise. (d) An advance or loan by any Member described in this Section 4.5 constitutes a loan from such Member to the Company and is not a Capital Contribution.

Member Loans. (a) The Class B Members are entitled If the Company does not have sufficient cash to effect cures pay its obligations (a “Cashflow Shortfall”) and the Managing Member determines in its reasonable discretion to request a Member Loan under this Section 4.3, the Managing Member shall give each Member notice (a “Shortfall Notice”) of defaults under the Credit Documents such Cashflow Shortfall not later than thirty (30) days prior to the extent set forth date such funds are needed (the “Shortfall Funding Date”). Each Member shall have twenty (20) days after receipt of a Shortfall Notice to notify the Manager that it wishes to participate in loans to the Interparty AgreementCompany in connection with any Cashflow Shortfall, and each such notice from a Member shall include the amount such Member wishes to provide. Amounts expended In the event that more than one Member elects to participate in effecting loans to the Company under this Section 4.3, such cures Members shall be deemed Member Loans, with each Class B Member contributing allowed to participate ratably in proportion to its holding the Sharing Percentage of all then outstanding Class B Membership Interests; provided thatsuch participating Members. Member Loans by Members described in this Section 4.3 shall be repaid on each Distribution Date solely out of Distributable Cash that would otherwise be distributed to Members after any distributions required to be made pursuant to Section 4.1(b) or Section 6.1(a)(i)(A) are made, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an on a pro rata basis in accordance with the amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding participates in such determination Member Loans. Each Member Loan shall be pari passu with all other Member Loans pursuant to this Section 4.3, and no Member shall have the right to accelerate the repayment of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share)loan. (b) Any loan or advance Member Loan made by any Class B Member pursuant to this Section 4.5 4.3 shall bear interestinterest at a rate equal to the lesser of (i) the Target Internal Rate of Return or (ii) the Reference Rate plus two percent (2%), unless a lower rate of interest is otherwise agreed to by any such Class B Member in its sole discretion. Interest on each Member Loan pursuant to this Section 4.3 shall accrue and, at if not paid in accordance with this Section 4.3, be compounded to the Prime Rateprincipal amount thereof on each Distribution Date. (c) Notwithstanding anything A Member Loan made by any Member pursuant to this Section 4.3 shall be evidenced by a note substantially in the contrary in this Agreement, the form of Exhibit D. The Company shall borrow and acceptshall, and the Managing Member shall cause the Company to borrow and acceptto, such loans or advances from apply in accordance with the lending Members. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence provisions of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent 4.3 all amounts of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans Member Loans (together with accrued interest thereonthereon and all other amounts due in respect thereof) made under pursuant to this Section 4.5 4.3 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full Member Loans together with all interest thereon and all other amounts due in respect thereofthereof is repaid in full, there shall be no distributions to the Class A Members under this Agreement pursuant to Article ARTICLE VI or otherwise, except in each case distributions required to be made pursuant to Section 4.1(b) or Section 6.1(a)(i)(A). (d) An advance or loan by any Member described in this Section 4.5 constitutes a loan from such Member to the Company and is not a Capital Contribution.

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under In the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided event that, if from time to time after the Effective Date, additional working capital is needed to enable the Company to cause the Assets of the Company and any Class B Member does Subject Company to be properly operated and maintained (and to pay and perform the costs, expenses, obligations and liabilities of the Company or any Subject Company), but not wish to advance or loan its proportionate share of any such advance or loanin connection with a Contribution Event, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretionthen, at the Prime Rate. (c) Notwithstanding anything discretion of the Manager, the Manager may give notice to the contrary in this AgreementMembers thereof (the “Working Capital Notice”), and each Member shall have the right (but not the obligation) to advance all or part of the needed funds to the Company. Within ten (10) Business Days following the date of the Working Capital Notice, the Company participating Members shall borrow and accept, give notice to the Manager and the Managing other Members stating their election whether to provide such funding to the Company (the “Funding Notice”). If more than one Member states in the Funding Notice that it elects to provide such funds, then each Member shall cause provide an equal amount of funds (or such other amount as the Members decide) to the Company to borrow and accept, such loans or advances from within five (5) Business Days after the lending Membersdate of the Funding Notice. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made Amounts advanced by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon3.3(g) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwiseconsidered “Member Loans”. (db) An advance Any Member Loan shall be unsecured and shall bear interest at a rate equal to the lesser of (A) the Reference Rate plus four percent (4%) or loan (B) the highest rate of interest that may be charged by any a Member described in accordance with applicable Law, unless a lower rate of interest is otherwise agreed to by such Member in its sole discretion. Member Loans shall be repaid by the Company out of Available Cash Flow in accordance with the provisions of Section 5.1(c). Interest on each Member Loan pursuant to this Section 4.5 constitutes a loan from such Member 3.4 shall accrue and, if not paid in accordance with the immediately preceding sentence of this Section 3.4(b), be compounded to the Company and is not a Capital Contributionprincipal amount thereof on each Distribution Date.

Member Loans. (a) The Class B Members are entitled If the Company does not have sufficient cash to effect cures pay its obligations (a “Cashflow Shortfall”) and the Managing Member determines in its reasonable discretion to request a member loan under this Section 4.3, the Managing Member shall give each Member notice (a “Shortfall Notice”) of defaults under the Credit Documents such Cashflow Shortfall not later than thirty (30) days prior to the extent set forth date such funds are needed (the “Shortfall Funding Date”). Each Member shall have twenty (20) days after receipt of a Shortfall Notice to notify the Manager that it wishes to participate in loans to the Interparty AgreementCompany in connection with any Cashflow Shortfall, and each such notice from a Member shall include the amount such Member wishes to provide. Amounts expended In the event that more than one Member elects to participate in effecting loans to the Company under this Section 4.3, such cures Members shall be deemed Member Loans, with each Class B Member contributing allowed to participate ratably in proportion to its holding the Sharing Percentage of all then outstanding Class B Membership Interests; provided thatsuch participating Members. Member Loans by Members described in this Section 4.3 shall be repaid on each Distribution Date solely out of Distributable Cash that would otherwise be distributed to Members after any distributions required to be made pursuant to Section 4.1(b) or Section 6.1(a)(i)(A) are made, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an on a pro rata basis in accordance with the amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding participates in such determination Member Loans. Each Member Loan shall be pari passu with all other Member Loans pursuant to this Section 4.3, and no Member shall have the right to accelerate the repayment of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share)loan. (b) Any loan or advance Member Loan made by any Class B Member pursuant to this Section 4.5 4.3 shall bear interestinterest at a rate equal to the lesser of (i) the Target Internal Rate of Return or (ii) the Reference Rate plus two percent (2%), unless a lower rate of interest is otherwise agreed to by any such Class B Member in its sole discretion. Interest on each Member Loan pursuant to this Section 4.3 shall accrue and, at if not paid in accordance with this Section 4.3, be compounded to the Prime Rateprincipal amount thereof on each Distribution Date. (c) Notwithstanding anything A Member Loan made by any Member pursuant to this Section 4.3 shall be evidenced by a note substantially in the contrary in this Agreement, the form of Exhibit D. The Company shall borrow and acceptshall, and the Managing Member shall cause the Company to borrow and acceptto, such loans or advances from apply in accordance with the lending Members. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence provisions of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent 4.3 all amounts of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans Member Loans (together with accrued interest thereonthereon and all other amounts due in respect thereof) made under pursuant to this Section 4.5 4.3 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full Member Loans together with all interest thereon and all other amounts due in respect thereofthereof is repaid in full, there shall be no distributions to the Class A Members under this Agreement pursuant to Article ARTICLE VI or otherwise, except in each case distributions required to be made pursuant to Section 4.1(b) or Section 6.1(a)(i)(A). (df) An advance or loan Each Member Loan by any Member described in pursuant to this Section 4.5 4.3 constitutes a loan from such Member to the Company and is not a Capital Contribution.

Member Loans. (ai) The Class B Members are entitled to effect cures of defaults under In the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided event that, if any Class B Member does from time to time after the Effective Date, additional working capital is needed to enable the Company to cause the Assets of the Company and the Pinnacle Project Company to be properly operated and maintained (and to pay and perform the costs, expenses, obligations and liabilities of the Company or the Pinnacle Project Company) and such additional working capital is not wish required to advance or loan its proportionate share of any such advance or loan, an amount equal to such proportionate share may instead be advanced funded by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this an additional Capital Contribution pursuant to Section 4.5 shall bear interest3.3, unless otherwise agreed by such Class B Member in its sole discretionthen, at the Prime Rate. (c) Notwithstanding anything discretion of the Manager, the Manager may give notice to the contrary in this AgreementMembers thereof (the “Working Capital Notice”), and each Member shall have the right (but not the obligation) to advance all or part of the needed funds to the Company. Within ten (10) Business Days following the date of the Working Capital Notice, the Company participating Members shall borrow and accept, give notice to the Manager and the Managing other Members stating their election whether to provide such funding to the Company (the “Funding Notice”). If more than one Member states in the Funding Notice that it elects to provide such funds, then each Member shall cause provide an equal amount of funds (or such other amount as the Members decide) to the Company to borrow and accept, such loans or advances from within five (5) Business Days after the lending Membersdate of the Funding Notice. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made Amounts advanced by any Member pursuant to this Section 4.5 3.4(a) shall not require be considered “Member Loans;” provided, however, that no Member Loan may impair the consent ability of the Managing Member or the Class A Member. The Company shall apply all Company Distributable to distribute Available Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement Flow pursuant to Article VI or otherwise5. (dii) An advance Any Member Loan shall be unsecured and shall bear interest at a rate equal to the lesser of (A) the Reference Rate plus [***]% or loan (B) the highest rate of interest that may be charged by any a Member described in accordance with applicable Law, unless a lower rate of interest is otherwise agreed to by such Member in its sole discretion. Member Loans shall be repaid by the Company out of Available Cash Flow in accordance with the provisions of Section 5.1(f). Interest on each Member Loan pursuant to this Section 4.5 constitutes a loan from such Member 3.4 shall accrue and, if not paid in accordance with the immediately preceding sentence of this Section 3.4(b), be compounded to the Company and is not a Capital Contributionprincipal amount thereof on each Distribution Date.

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under In the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided event that, if any Class B Member does not wish from time to advance time after the Effective Date, additional working capital is needed to enable the Company to cause the Assets of the Company and the Pinnacle Project Company to be properly operated and maintained (and to pay and perform the costs, expenses, obligations and liabilities of the Company or loan its proportionate share of any such advance or loanthe Pinnacle Project Company), an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretionthen, at the Prime Rate. (c) Notwithstanding anything discretion of the Manager, the Manager may give notice to the contrary in this AgreementMembers thereof (the “Working Capital Notice”), and each Member shall have the right (but not the obligation) to advance all or part of the needed funds to the Company. Within ten (10) Business Days following the date of the Working Capital Notice, the Company participating Members shall borrow and accept, give notice to the Manager and the Managing other Members stating their election whether to provide such funding to the Company (the “Funding Notice”). If more than one Member states in the Funding Notice that it elects to provide such funds, then each Member shall cause provide an equal amount of funds (or such other amount as the Members decide) to the Company to borrow and accept, such loans or advances from within five (5) Business Days after the lending Membersdate of the Funding Notice. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made Amounts advanced by any Member pursuant to this Section 4.5 3.4(a) shall not require be considered “Member Loans;” provided, however, that no Member Loan may impair the consent ability of the Managing Member or the Class A Member. The Company shall apply all Company Distributable to distribute Available Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement Flow pursuant to Article VI or otherwise5. (db) An advance Any Member Loan shall be unsecured and shall bear interest at a rate equal to the lesser of (A) the Reference Rate plus [***]% or loan (B) the highest rate of interest that may be charged by any a Member described in accordance with applicable Law, unless a lower rate of interest is otherwise agreed to by such Member in its sole discretion. Member Loans shall be repaid by the Company out of Available Cash Flow in accordance with the provisions of Section 5.1(f). Interest on each Member Loan pursuant to this Section 4.5 constitutes a loan from such Member 3.4 shall accrue and, if not paid in accordance with the immediately preceding sentence of this Section 3.4(b), be compounded to the Company and is not a Capital Contributionprincipal amount thereof on each Distribution Date.

Member Loans. (a) The Class B At the election of Management Board pursuant to Section 5.1(b)(xvi), capital requirements for the Members are entitled to effect cures of defaults under the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall may be deemed funded with Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided that, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance All Member Loans shall be made upon the terms approved by the Management Board pursuant to Section 5.1(b)(xvi), which terms shall include the amounts of such Member Loans, the schedule for advancing such Member Loans, the schedule of repayment of such Member Loans, rates of interest (if any) payable on such Member Loans and all other terms deemed necessary by such Management Board (provided that the terms set forth in this Agreement shall be included). The terms of the Member Loans made by any Class B each Member pursuant to this Section 4.5 the same decision of a Management Board shall bear interest, unless otherwise agreed be identical except as to the amount. All Member Loans shall be represented by such Class B Member in its sole discretion, at the Prime Ratewritten notes setting forth those terms. (c) Notwithstanding anything Each Member shall provide to the contrary in this Agreement, the Company shall borrow and accept, and the Managing a percentage of each Member shall cause the Company Loan equal to borrow and accept, such loans or advances from the lending Members. The Company shall immediately advance, and the Managing Member’s Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwiseInterest. (d) An advance All Member Loans shall rank pari passu in all respects without preference or loan priority over one another. (e) Member Loans shall be repaid only out of Available Cash. (f) Unless otherwise agreed by the Management Board, payment of all required Member Loans shall be made by wire transfer of immediately available funds in U.S. dollars without set-off or deduction for bank charges. (g) Upon notice from the President and General Manager or any other Member, each Member shall be required to return any payment received with respect to any Member Loan to the extent: (i) such payment was made in error; (ii) the amount paid to the Member was greater than the amount to which the Member was actually entitled; or (iii) applicable Law requires the return of such payment. Each Member shall return any such payment to the Company not later than ten (10) days after receipt of such notice requiring such return. (h) In the event that the Company is dissolved and wound up, all Member Loans shall be contributed to the capital of the Company upon the dissolution of the Company, and shall not be considered liabilities of the Company for purposes of winding up. This Section 3.4(h) shall not, however, affect any outstanding liabilities by any Member described in this Section 4.5 constitutes to make Member Loans to the Company. (i) Unless otherwise required by the Code, any Member Loan shall be treated as a loan from such by the Member to the Company and is not a Capital Contributionfor United States federal income tax purposes.

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under In the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided event that, if from time to time after the Effective Date, additional working capital is needed to enable the Company to cause the Assets of the Company and any Class B Member does Subject Company to be properly operated and maintained (and to pay and perform the costs, expenses, obligations and liabilities of the Company or any Subject Company), but not wish to advance or loan its proportionate share of any such advance or loanin connection with a Contribution Event, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretionthen, at the Prime Rate. (c) Notwithstanding anything discretion of the Manager, the Manager may give notice to the contrary in this AgreementMembers thereof (the “Working Capital Notice”), and each Member shall have the right (but not the obligation) to advance all or part of the needed funds to the Company. Within ten (10) Business Days following the date of the Working Capital Notice, the Company participating Members shall borrow and accept, give notice to the Manager and the Managing other Members stating their election whether to provide such funding to the Company (the “Funding Notice”). If more than one Member states in the Funding Notice that it elects to provide such funds, then each Member shall cause provide an equal amount of funds (or such other amount as the Members decide) to the Company to borrow and accept, such loans or advances from within five (5) Business Days after the lending Membersdate of the Funding Notice. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made Amounts advanced by any Member pursuant to this Section 4.5 3.3(g) shall not require be considered “Member Loans”. Portions of this Exhibit, indicated by the consent xxxx “[***],” were omitted and have been filed separately with the Secretary of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash Commission pursuant to the payment Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the principal Securities Exchange Act of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwise1934. (db) An advance Any Member Loan shall be unsecured and shall bear interest at a rate equal to the lesser of (A) the Reference Rate plus four percent (4%) or loan (B) the highest rate of interest that may be charged by any a Member described in accordance with applicable Law, unless a lower rate of interest is otherwise agreed to by such Member in its sole discretion. Member Loans shall be repaid by the Company out of Available Cash Flow in accordance with the provisions of Section 5.1(c). Interest on each Member Loan pursuant to this Section 4.5 constitutes a loan from such Member 3.4 shall accrue and, if not paid in accordance with the immediately preceding sentence of this Section 3.4(b), be compounded to the Company and is not a Capital Contributionprincipal amount thereof on each Distribution Date.

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under In the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall be deemed Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided event that, if from time to time after the Effective Date, additional working capital is needed to enable the Company to cause the Assets of the Company and any Class B Member does Subject Company to be properly operated and maintained (and to pay and perform the costs, expenses, obligations and liabilities of the Company or any Subject Company), but not wish to advance or loan its proportionate share of any such advance or loanin connection with a Contribution Event, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretionthen, at the Prime Rate. (c) Notwithstanding anything discretion of the Manager, the Manager may give notice to the contrary in this AgreementMembers thereof (the “Working Capital Notice”), and each Member shall have the right (but not the obligation) to advance all or part of the needed funds to the Company. Within ten (10) Business Days following the date of the Working Capital Notice, the Company participating Members shall borrow and accept, give notice to the Manager and the Managing other Members stating their election whether to provide such funding to the Company (the “Funding Notice”). If more than one Member states in the Funding Notice that it elects to provide such funds, then each Member shall cause provide an equal amount of funds (or such other amount as the Members decide) to the Company to borrow and accept, such loans or advances from within five (5) Business Days after the lending Membersdate of the Funding Notice. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made Amounts advanced by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon3.3(g) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwiseconsidered “Member Loans”. (db) An advance Any Member Loan shall be unsecured and shall bear interest at a rate equal to the lesser of (A) the Reference Rate plus four percent (4%) or loan (B) the highest rate of interest that may be charged by any a Member described in accordance with applicable Law, unless a lower rate of interest is otherwise agreed to by such Member in its sole discretion. Member Loans shall be repaid by the Company out of Available Cash Flow in accordance with the provisions of Section 5.1(b). Interest on each Member Loan pursuant to this Section 4.5 constitutes a loan from such Member 3.4 shall accrue and, if not paid in accordance with the immediately preceding sentence of this Section 3.4(b), be compounded to the Company principal amount thereof on each Distribution Date. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and is not a Capital Contributionhave been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Member Loans. (a) The Class B At the election of Management Board pursuant to Section 5.1(b)(xvi), capital requirements for the Members are entitled to effect cures of defaults under the Credit Documents to the extent set forth in the Interparty Agreement. Amounts expended in effecting such cures shall may be deemed funded with Member Loans, with each Class B Member contributing ratably in proportion to its holding of all then outstanding Class B Membership Interests; provided that, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance All Member Loans shall be made upon the terms approved by the Management Board pursuant to Section 5.1(b)(xvi), which terms shall include the amounts of such Member Loans, the schedule for advancing such Member Loans, the schedule of repayment of such Member Loans, rates of interest (if any) payable on such Member Loans and all other terms deemed necessary by such Management Board (provided that the terms set forth in this Agreement shall be included). The terms of the Member Loans made by any Class B each Member pursuant to this Section 4.5 the same decision of a Management Board shall bear interest, unless otherwise agreed be identical except as to the amount. All Member Loans shall be represented by such Class B Member in its sole discretion, at the Prime Ratewritten notes setting forth those terms. (c) Notwithstanding anything Each Member shall provide to the contrary in this Agreement, the Company shall borrow and accept, and the Managing a percentage of each Member shall cause the Company Loan equal to borrow and accept, such loans or advances from the lending Members. The Company shall immediately advance, and the Managing Member’s Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon and all other amounts due in respect thereof, there shall be no distributions to the Class A Members under this Agreement pursuant to Article VI or otherwiseInterest. (d) An advance All Member Loans shall rank pari passu in all respects without preference or loan priority over one another. (e) Member Loans shall be repaid only out of Available Cash. (f) Unless otherwise agreed by the Management Board, payment of all required Member Loans shall be made by wire transfer of immediately available funds in U.S. dollars without set-off or deduction for bank charges. (g) Upon notice from the President and General Manager or any other Member, each Member shall be required to return any payment received with respect to any Member Loan to the extent: (i) such payment was made in error; (ii) the amount paid to the Member was greater than the amount to which the Member was actually entitled; or (iii) applicable Law requires the return of such payment. Each Member shall return any such payment to the Company not later than ten (10) days after receipt of such notice requiring such return. (h) In the event that the Company is dissolved and wound up, all Member Loans shall be contributed to the capital of the Company upon the dissolution of the Company, and shall not be considered liabilities of the Company for purposes of winding up. This Section 3.4(h) shall not, however, affect any outstanding liabilities by any Member described in this Section 4.5 constitutes to make Member Loans to the Company. (i) Unless otherwise required by the Code, any Member Loan shall be treated as a loan from such by the Member to the Company and is not a Capital Contributionfor federal income tax purposes.

Member Loans. (a) The Class B Members are entitled to effect cures of defaults under the Credit Documents If and to the extent set forth the Board determines, in its discretion, to seek loans from the Interparty Agreement. Amounts expended Members (or, to the extent requested in effecting connection with an Emergency, from the Members and FI Member Owners pursuant to Section 3.10), it may offer such cures loans pursuant to Section 3.8 or, to the extent requested in connection with an Emergency, Section 3.10, which loans shall be evidenced by a loan in substantially the form attached hereto as Annex C with an applicable interest rate and tenor as approved by the Board (any such loan, a “Member Loan”) and shall be repayable out of the Company’s cash and shall bear interest at the rate agreed to by the Board. Member Loans shall be made and repaid on identical terms (other than in respect of the lender thereunder and the principal amount thereof) as of the date such Member Loan is made (relative to the other Member Loans made on such date). A Member Loan shall not be deemed to constitute an Equity Contribution to the Company but shall be a debt due from the Company. If any Member LoansTransfers any portion of its Membership Interest hereunder, with each Class B then such Member contributing ratably in proportion concurrently shall Transfer a proportionate principal amount of the Member Loans owing to its holding of all then outstanding Class B Membership Interests; provided such Member such that, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an amount equal after giving effect to such proportionate share may instead be advanced Transfer, the percentage of Member Loans held by such Member and the remaining Class B Members (each new Member acquiring such remaining Class B Member contributing ratably (or as otherwise agreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Membership Interests is the same as the percentage yielded by dividing (excluding in such determination x) the outstanding principal amount of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance made by any Class B Member pursuant to this Section 4.5 shall bear interest, unless otherwise agreed by such Class B Member in its sole discretion, at the Prime Rate. (c) Notwithstanding anything Loans owed to the contrary in this Agreement, the Company shall borrow and accept, and the Managing relevant Member shall cause the Company to borrow and accept, such loans or advances from the lending Members. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent of the Managing Member or the Class A Member. The Company shall apply all Company Distributable Cash to the payment of the principal of all outstanding advances or loans (together with accrued interest thereony) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with Member Loans owed to all interest thereon and all other amounts due in respect thereofMembers. (b) For the avoidance of doubt, there this Section 3.6 shall be no distributions not apply to the Class A Members funding of any Committed Member’s P1 Committed Amount in accordance with Section 3.1 and Section 3.2. (c) The Company confirms that it will not withhold any payments under this Agreement pursuant any loan (including any Member Loan and any Defaulting Holder Loan) made by an FI Member Owner to Article VI or otherwisethe Company provided that the Company has received from the relevant FI Member Owner a properly completed IRS Form W-8EXP certifying as to the relevant FI Member Owner’s status as a foreign government prior to the time the Company would otherwise have to withhold on any such payment. (d) An advance or To the extent any FI Member Owner has directly made any loan by (including any Member described in Loan or any Defaulting Holder Loan), then, notwithstanding any other provision of this Section 4.5 constitutes a loan from such Member Agreement, prior to the Company conversion of any such loan to Capital Units or forfeiture of any Capital Units in respect of such loan, the applicable loan held by such FI Member Owner may be contributed to the FI Member (indirectly through the Velocity Blocker or Feeder Blocker, as applicable) or to any other entity to which such FI Member Owner is permitted to transfer and is not a Capital Contributionassign such loan.

Member Loans. In the event Managing Member determines, in its reasonable discretion, that funds in addition to those otherwise obtained pursuant to Section 3.01 are necessary for the Company to meet the Annual Budget, Business Plan and Managing Member has elected not to request such additional funds in the form of additional capital pursuant to Section 3.06, then Managing Member shall deliver written notice of such actual or projected cash deficit to KBS and JV Member requesting that they agree that a loan (a “Member Loan”) should be made to the Company, which notice shall specify the term and interest rate of the requested Member Loan. All such Member Loans shall be structured to qualify as “real estate assets” within the meaning of Section 856(c)(5) of the Code. Within ten (10) business days following the effective date of such notice, each such Member shall notify Managing Member (a) The Class B Members are entitled to effect cures of defaults under the Credit Documents whether or not such Member agrees that Member Loan(s) to the extent set forth Company should be made in the Interparty Agreementamount specified in Managing Member’s notice, and (b) whether such Member elects, in its sole and absolute discretion, to make such Member Loan. Amounts expended If KBS and JV Member (y) agree that a Member Loan in effecting the amount specified in Managing Member’s notice should be made, and (z) elect to advance such cures funds by the Company, such funds shall be deemed Member Loans, with each Class B Member contributing ratably advanced by Members in proportion to its holding of all then outstanding Class B Membership their respective percentage set forth opposite such Member’s name under the column labeled “Percentage Interest” on Exhibit A attached hereto (the “Percentage Interests; provided that, if any Class B Member does not wish to advance or loan its proportionate share of any such advance or loan, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members (each such remaining Class B Member contributing ratably ”) (or as such Members otherwise agreed amongst such remaining Class B Members) in proportion to its holding of agree). Any and all then outstanding Class B Membership Interests (excluding in such determination of outstanding Class B Membership Interests all then outstanding Class B Membership Interests of any Class B Member that does not wish to advance or loan such proportionate share). (b) Any loan or advance advances made by any Class B Member to the Company pursuant to this Section 4.5 3.03 shall be treated as a Member Loan with recourse only to the assets of the Company (and not to the assets of any Member), and shall bear interestannual interest as set forth in Managing Member’s notice. If, unless otherwise agreed by from any circumstances whatsoever, the Members ever receive as interest under a Member Loan in an amount which would exceed the highest lawful rate, such Class B Member in its sole discretion, at the Prime Rate. (c) Notwithstanding anything amount which would be excessive interest shall be applied to the contrary in this Agreement, the Company shall borrow and accept, and the Managing Member shall cause the Company to borrow and accept, such loans or advances from the lending Members. The Company shall immediately advance, and the Managing Member shall cause the Company to immediately advance, such loans or advances from the lending Members to the Project Company. The incurrence of indebtedness by the Company pursuant to any loan or advance made by any Member pursuant to this Section 4.5 shall not require the consent reduction of the Managing unpaid principal balance due under such Member or the Class A Member. The Company shall apply all Company Distributable Cash Loan and not to the payment of the principal of all outstanding advances or loans (together with accrued interest thereon) made under this Section 4.5 and, unless and until the outstanding principal amount of all such advances and loans is repaid in full together with all interest thereon interest. Any and all other amounts due in respect thereof, there Member Loans shall be no distributions to due and payable from the Class A Members under this Agreement pursuant to Article VI or otherwise. (d) An advance or loan by any Member described in this Section 4.5 constitutes a loan from such Member to first available funds of the Company and is not in any event upon the liquidation of the Company. The repayment of any Member Loan shall be made prior to any distributions of Net Cash or other cash proceeds to the Members, but shall be subordinate to any fees or reimbursements required to be made to the Members and/or their Affiliates pursuant to Section 2.13 and/or the agreements described in Section 2.11. Accordingly, notwithstanding the provisions of Articles V and VIII, until any and all Member Loans are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the Interests of the Members shall be paid to the Member(s) making Member Loan(s) in proportion to, and as a Capital Contributionreduction of, the outstanding balance(s) of such Member Loan(s), with such funds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof.