Common use of Working Capital Loans Clause in Contracts

Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a “Working Capital Loan”) to the Borrower for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the last Business Day immediately preceding the Working Capital Loan Maturity Date in an aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment of such Lender or of such Lender’s Working Capital Loan Commitment Percentage of the Working Capital Available Amount; provided, however, that the aggregate principal amount of the Working Capital Loans at any one time outstanding shall not exceed the Working Capital Available Amount. (b) Each Funding of Working Capital Loans shall be in the minimum amount of two hundred fifty thousand Dollars ($250,000) and in integral multiples of fifty thousand Dollars ($50,000) in excess thereof. (c) Proceeds of each Working Capital Loan for (i) prior to the Conversion Date, Project Costs shall be deposited into the Construction Account, (ii) Operation and Maintenance Expenses shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and the Accounts Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the restrictions with respect to such expenses set forth in this Agreement and the Accounts Agreement. (d) Within the limits set forth in Section 2.03(a), the Borrower may pay or prepay and reborrow Working Capital Loans.

Working Capital Loans. 3.5.1 In the event that the Company, DS Holdings or any Subsidiary has any working capital, maintenance, capital expenditure or other needs that are necessary to be addressed in order for the Projects to be operated or maintained in accordance with Prudent Industry Practices and that cannot be paid for from the Company’s, DS Holdings’ or such Subsidiary’s revenues or that are not permitted to be paid for from the Pre-Approved Additional Capital Contributions or from Mandatory Additional Capital Contributions because the Thirty Million Dollars (a$30,000,000) Each limit thereof has been reached or because the Operations Commencement Date has occurred, each Member may make (but will have no obligation to make), and any third party lender or lenders may make (subject to the first right of the Members to make such Working Capital Lender agreesLoans as hereinafter provided), severally loans to the Company, DS Holdings or any of the Subsidiaries when and not jointlyas needed (as reasonably determined by the Managing Member and without any requirement for Consent or other action by any other Members except when required pursuant to Section 5.6.2.1(b)), on for such needs of the terms and conditions Company, DS Holdings or any of this Agreement, to make loans the Subsidiaries (each such loan, a “Working Capital LoanLoans”) to ), in each case solely in accordance with the Borrower for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until provisions of this Section 3.5. 1. If the last Business Day immediately preceding the Managing Member reasonably determines that a Working Capital Loan Maturity Date in an should be made, the Managing Member shall give Notice to the Members of the aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment that is required and the maximum principal amount of such Lender or of such Lender’s Working Capital Loan Commitment that the Managing Member is willing to advance. Each Member shall give Notice to the Managing Member within ten (10) Business Days after receipt of such Notice specifying whether it has elected to make a Working Capital Loan and the maximum principal amount of such Working Capital Loan that it is willing to advance (and any failure to give such Notice within such ten (10) Business Day period shall be deemed to constitute a determination not to make such election). If more than one of the Members chooses to make Working Capital Loans, each such Member shall have a right (but not an obligation) to advance a pro rata share thereof based upon the relative Percentage Interests of such Members choosing to advance such Working Capital Loans. If the Members are not willing to fully fund the required Working Capital Loans, then the Managing Member shall have the right to seek to have the unfunded portion of such Working Capital Loans funded by a third party lender or lenders. No Working Capital Loan made pursuant to this Section 3.5.1 will entitle the funding Member to additional Units or change the allocable shares of Net Profit or Net Loss as provided in Article 6 of this Agreement or distributive shares of Distributable Cash of any Member as provided in Section 6.7 of this Agreement. 3.5.2 All such Working Capital Loans made by the Managing Member will (A) be unsecured loans, (B) be repaid quarterly out of the Distributable Cash available for distributions to Members, pro rata based upon the unpaid principal balances of each such Member’s or third party lender’s or lenders’ loans together with interest accrued thereon at the Working Capital Available Amount; providedLoan Rate, howeverbefore any distributions of Distributable Cash to the Members may be made, that with such payments to be applied first to accrued and unpaid interest and then to unpaid principal, (C) not contain any events of default, and (D) during the aggregate principal amount Covered Period shall be subordinate and junior to other indebtedness and obligations of the Company under the Financing Documents to the extent required thereunder. All Working Capital Loans at from any one time outstanding shall not exceed Portions of this Exhibit, indicated by the Working Capital Available Amount. (b) Each Funding xxxx “[***],” were omitted and have been filed separately with the Secretary of Working Capital Loans the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. third party lender or lenders shall be in subordinate and junior to other indebtedness and obligations of the minimum amount of two hundred fifty thousand Dollars ($250,000) and in integral multiples of fifty thousand Dollars ($50,000) in excess thereof. (c) Proceeds of each Working Capital Loan for (i) prior Company under the Financing Documents to the Conversion Date, Project Costs shall be deposited into the Construction Account, (ii) Operation extent required thereunder and Maintenance Expenses shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely repayable in accordance with this Agreement and their terms as permitted by the Accounts Agreement and shall be used solely for terms, conditions or provisions of the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to documents entered into by the restrictions Company, DS Holdings, or the Subsidiaries with respect to such expenses set forth in this Agreement and the Accounts Agreementany Project Financing. (d) Within the limits set forth in Section 2.03(a), the Borrower may pay or prepay and reborrow Working Capital Loans.

Working Capital Loans. During the Preference Period to the extent that working capital on-hand is not sufficient to cover the operating costs and working capital needs of the Company (afor the avoidance of doubt, including all debt service obligations and other amounts required to be paid by the Company under the Financing Documents, but excluding any distributions to be made to the Members pursuant to Section 6.1), and provided that Investor or its permitted assigns (other than the Lender and any Persons acquiring the Class A Interests through the exercise by the Lender of its security interest in the Class A Interests) Each Working Capital Lender agreesholds the Class A Interests, severally Sponsor shall be required to advance to the Company, when and not jointlyas needed, on funds sufficient to cover the terms operating costs and conditions working capital needs of this Agreement, the Company and to make loans timely satisfy all debt service obligations and other amounts required to be paid by the Company under the Financing Documents (each such loan, a “Working Capital LoanLoans”) to the Borrower for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the last Business Day immediately preceding the Working Capital Loan Maturity Date in an aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment of such Lender or of such Lender’s Working Capital Loan Commitment Percentage of the Working Capital Available Amount); provided, however, that the aggregate principal amount of the such Working Capital Loans at any one time outstanding shall not exceed (and which is the Working Capital Available Amount. (b) Each Funding maximum amount of Working Capital Loans which Sponsor shall be in the minimum amount of two hundred fifty thousand Dollars (required to fund) shall not at any time exceed $250,000) and in integral multiples of fifty thousand Dollars ($50,000) in excess thereof. (c) Proceeds of each 6.5 million. Working Capital Loan for (i) prior to Loans will bear interest at a per annum rate of the Conversion Date, Project Costs shall Prime Rate plus 200 basis points and will be deposited into the Construction Account, (ii) Operation and Maintenance Expenses shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely repaid out of available cash flow or proceeds from sales or refinancings effected in accordance with the terms of this Agreement Agreement, as reasonably determined by the Manager from time to time after making provision for payment of all third party expenses and in accordance with the Accounts Agreement and applicable provisions of the Financing Documents (which provide that such amounts shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation paid pursuant to “Waterfall Level 8,” as defined therein and Maintenance Expenses and for Maintenance Capital Expenses shall be are subject to the restrictions with respect provisions of the Subordination Agreement dated January 1, 2009 among Sponsor, the Company and CoBank ACB as Administrative Agent), but prior to such expenses any distributions to the Members in their capacity as Members of the Company, and shall become due and payable at the earlier of the expiration of the Preference Period, or the dissolution of the Company. Except as provided in this Section 4.4, no Member shall be required to loan money to the Company absent its consent thereto in writing. For the avoidance of doubt and notwithstanding any provision to the contrary set forth in any Financing Document, neither the Lender nor any of its permitted successors and assigns shall have any right to enforce the provisions of this Agreement and the Accounts AgreementSection 4.4. (d) Within the limits set forth in Section 2.03(a), the Borrower may pay or prepay and reborrow Working Capital Loans.

Working Capital Loans. The obligation of the Lenders to make Working Capital Loans is subject to the fulfillment, on and as of the date of any such Borrowing, to the satisfaction of or waiver by the Administrative Agent, of the following: (a) Each Working Capital Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a “Working Capital Loan”) to the Borrower for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the last Business Day immediately preceding the Working Capital Loan Maturity Financial Closing Date in an aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment of such Lender or of such Lender’s Working Capital Loan Commitment Percentage of the Working Capital Available Amount; provided, however, that the aggregate principal amount of the Working Capital Loans at any one time outstanding shall not exceed the Working Capital Available Amount.have occurred; (b) Each Funding of each Lender shall have received a Working Capital Loans shall be Note payable to such Lender in the minimum amount of two hundred fifty thousand Dollars ($250,000) such Lender's Working Capital Loan Commitment, duly executed by the Borrower and in integral multiples otherwise complying with the provisions of fifty thousand Dollars ($50,000) in excess thereof.Section 2.04; (c) Proceeds of each Working Capital Loan for (i) prior the Administrative Agent shall have received a certificate in form and substance satisfactory to the Conversion Date, Project Costs shall be deposited into Administrative Agent from a Responsible Officer of the Construction Account, (ii) Operation and Maintenance Expenses shall be deposited into Borrower setting forth the Operating AccountExpenses, Capital Expenditures, and (iii) Maintenance Capital Expenses shall Debt Service that will be deposited into funded by the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and the Accounts Agreement and shall be used solely for the payment requested Borrowing of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the restrictions with respect to such expenses set forth in this Agreement and the Accounts Agreement.Loans; (d) Within no Default or Event of Default shall have occurred and be continuing (other than any such Default or Event of Default that would be cured as a result of such Borrowing); (e) the limits Administrative Agent shall have received a certificate in form and substance satisfactory to the Administrative Agent from a Responsible Officer of the Borrower that no action, event, or circumstance shall have occurred and be continuing that could reasonably be expected to have a Material Adverse Effect; (f) all representations and warranties of the Borrower contained in the Loan Documents shall be true, correct, and complete in all material respects on and as of the date of such Borrowing with the same effect as though made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date; (g) the Administrative Agent shall have received a certificate in form and substance satisfactory to the Administrative Agent from a Responsible Officer of the Borrower that (i) the Borrower has provided to the Administrative Agent copies of each Additional Contract, if any, and the Ancillary Documents relating thereto, each of which (A) shall have been duly authorized, executed, and delivered by the Borrower and, to the Borrower's knowledge, by each other Person party thereto and (B) shall be in full force and effect, and (ii) Schedule 4.10 has been amended to include each such Additional Contract; (h) copies of all Governmental Approvals obtained and all applications and filings for Governmental Approvals made by the Borrower since the later of the Financial Closing Date and the last Borrowing shall have been made available to the Administrative Agent and certified by a Responsible Officer of the Borrower as true, correct, complete, and in full force and effect; (i) the execution and delivery of the Security Documents, the filing of the UCC financing statements, and the delivery of the Collateral covered by the Security Documents required to be delivered thereunder and any other necessary action taken by the Borrower shall have created, as security for the Obligations of the Borrower hereunder and under the other Loan Documents, valid and perfected first-priority Liens on the Collateral described therein (subject only to the exceptions expressly set forth therein with respect to the Section 7 Assets, the Collateral described in Section 2.03(a)2(a)(iii)(B) of the Security Agreement, and Permitted Encumbrances) with priority dating from no later than the Financial Closing Date; (j) no Event of Abandonment shall have occurred and be continuing and no Event of Damage or Event of Taking that could reasonably be expected to result in the Borrower may pay or prepay having a Current Fixed Charge Coverage Ratio of less than 1.85 to 1.0 shall have occurred and reborrow Working Capital Loansbe continuing; and (k) the Administrative Agent shall have received a Borrowing Notice in accordance with Section 2.03.