LOAN AGREEMENT

Exhibit 10.1

EXECUTION COPY

LOAN AGREEMENT

between

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

and

MICROGY HOLDINGS, LLC

Dated as of August 1, 2008

TABLE OF CONTENTS

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LOAN AGREEMENT

This Loan Agreement dated as of August 1, 2008 (the "Agreement"), by and between CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the "Issuer") and MICROGY HOLDINGS, LLC (the "Company"):

WITNESSETH:

GENERAL RECITALS AND FINDINGS

WHEREAS, the Company has applied for the financial assistance of the Issuer in the financing of the acquisition, construction, improving and equipping (the "Project") of solid waste disposal facilities (as more particularly defined herein, the "Facilities"); and

WHEREAS, the Facilities are to be located within the territorial limits of the County of Fresno and the County of Kings, each being a program participant of the Issuer (together, the "Program Participants"), and a substantial portion of the persons to be utilizing the services to be provided at the Facilities are expected to be residents of the Program Participants and a substantial portion of the persons to be employed by the Company or its Subsidiary Guarantors at the Project are expected to be residents of the Program Participants; and

WHEREAS, the financing of the Project will promote significant and growing opportunities for the creation and retention of employment to the California economy and the enhancement of the quality of life to residents of the Program Participants, and will promote opportunities for the creation or retention of employment within the jurisdiction of the Program Participants and is within the powers conferred upon the Issuer by its Joint Powers Agreement (the "Joint Powers Agreement"); and

WHEREAS, the financing of the Project will promote residential, commercial and industrial development within the jurisdiction of the Program Participants and thereby stimulate economic activity and increase the tax base, and is within the powers conferred upon the Issuer by the Joint Powers Agreement; and

WHEREAS, the financing of the Project is a significant factor in establishing the operations of the Company or its Subsidiary Guarantors within the jurisdiction of the Program Participants; and

WHEREAS, the Issuer has authorized the issuance of its Environmental Facilities Revenue Bonds (Microgy Holdings Project) Series 2008 (the "Bonds") to finance the Project; and

WHEREAS, the Bonds will be issued in one or more Series pursuant to the Indenture; and

WHEREAS, the Issuer and the Company have each duly authorized the execution, delivery and performance of this Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements herein made, and subject to the conditions herein set forth, the Issuer and the Company contract and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Unless otherwise defined above or required by the context, all terms used herein shall have the meanings assigned to such terms in Section 1.1 of the Trust Indenture relating to the Bonds between the Issuer and Wells Fargo Bank, National Association as trustee (the "Trustee"), dated as of August 1, 2008, as originally executed and as amended or supplemented from time to time.

Section 1.02. Article and Section Headings . The headings or titles of the several Articles and Sections of this Agreement, and the Table of Contents appended hereto, are solely for convenience of reference and shall not affect the meaning or construction of the provisions hereof.

Section 1.03. Interpretation . The singular form of any word used herein shall include the plural, and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. This Agreement and all of the terms and provisions hereof shall be construed so as to effectuate the purposes contemplated hereby and to sustain the validity hereof. All references to any person or entity defined in Section 1.01 shall be deemed to include any person or entity succeeding to the rights, duties and obligations of such person or entity. Unless otherwise specified herein, all references to specific times shall be deemed to refer to New York time.

ARTICLE II

FINDINGS AND REPRESENTATIONS

Section 2.01. Findings by Issuer . The Issuer hereby finds and determines that: (i) pursuant to the provisions of the Joint Exercise of Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the "Act"), a number of California cities, counties and special districts entered into the Joint Powers Agreement pursuant to which the Issuer was organized; (ii) the Issuer is authorized by the Joint Powers Agreement to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements in order to promote economic development; (iii) pursuant to the provisions of the Act, the cities, counties and special districts that are the contracting parties comprising the membership of the Issuer are authorized to jointly exercise any power common to such contracting parties, including, without limitation, the power to acquire and dispose of property, both real and personal; (iv) the financing of the Project will promote opportunities for the creation and retention of employment to the California economy and the enhancement of the quality of life of residents of the Program Participants, and the financing of the Project will promote opportunities for the creation or retention of employment within the jurisdiction of the Program Participants and is within the powers

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conferred upon the Issuer by the Act and the Joint Powers Agreement; (v) the financing of the Project will be a significant factor in the economic development of the Program Participants, promoting residential, commercial and industrial development within the jurisdiction of the Program Participants and thereby stimulating economic activity and increasing the tax base, and is within the powers conferred upon the Issuer by the Joint Powers Agreement; and (vi) the financing of the Project is a significant factor in maintaining the operations of the Company or its Subsidiary Guarantors that are within the jurisdiction of the Program Participants.

Section 2.02. Representations by Company . The Company represents and warrants to the Issuer that, as of the date of execution of the Agreement and as of the date of delivery of the Bonds to the initial purchasers thereof (such representations and warranties to remain operative and in full force and effect regardless of the issuance of the Bonds or any investigations by or on behalf of the Issuer or the results thereof):

(a) The Company (i) is a limited liability company duly organized and in good standing in the state of Delaware, (ii) is not in violation of any provision of its operating agreement, (iii) has full legal power to own its properties and conduct its business and (iv) is duly qualified to do business in the State of California.

(b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated by this Agreement conflicts with, will result in a breach of or default under or will result in the imposition of any lien on any property of the Company pursuant to the operating agreement of the Company or the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.

(c) The Company has full legal right, power and authority to enter into this Agreement, and to carry out all of its obligations under and consummate all transactions contemplated hereby, and by proper action has duly authorized the execution, delivery and performance of this Agreement.

(d) The officers of the Company executing this Agreement are duly and properly in office and fully authorized to execute the same.

(e) This Agreement have been duly authorized, executed and delivered by the Company.

(f) This Agreement, when assigned to the Trustee pursuant to the Indenture, will constitute the legal, valid and binding agreements of the Company enforceable against the Company by the Trustee in accordance with their terms for the benefit of the Holders of the Bonds, and any rights of the Issuer and obligations of the Company not so assigned to the Trustee constitute the legal, valid, and binding agreements of the Company enforceable against the Company by the Issuer in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity, and by public policy.

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(g) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the articles of organization of the Company, its operating agreement, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Company is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Company, which conflict, violation, breach, default, lien, charge or encumbrance would reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement, or the financial condition, assets, properties or operations of the Company.

(h) No consent or approval of any trustee or holder of any indebtedness of the Company or any guarantor of indebtedness of or other provider of credit or liquidity of the Company, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or "blue sky" laws) is necessary in connection with the execution and delivery of this Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect.

(i) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Company, after reasonable investigation, threatened, against or affecting the Company or the assets, properties or operations of the Company which, if determined adversely to the Company or its interests, would reasonably be expected to have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Agreement, or upon the financial condition, assets, properties or operations of the Company, and the Company is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default would reasonably be expected to have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement, or the financial condition, assets, properties or operations of the Company. All tax returns (federal, state and local) required to be filed by or on behalf of the Company have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Company in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The Company or the applicable Subsidiary Guarantor enjoys the peaceful and undisturbed possession of all of the premises upon which it or the applicable Subsidiary Guarantor, as the case may be, is operating its facilities.

(j) No written information, exhibit or report furnished to the Issuer by the Company in connection with the negotiation of this Agreement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(k) The Company’s audited consolidated balance sheets at December 31, 2007, and the related consolidated statements of income and consolidated statements of cash flows for the years ended December 31, 2007 (copies of which have been furnished to the Issuer) fairly present the financial position of the Company at such date and the results of operations for the year ended on such date, and since such date there has been no material adverse change in the financial condition or results of operations of the Company.

(l) The Company and its Subsidiary Guarantors comply in all material respects with all applicable Environmental Regulations.

(m) None of the Company, its Subsidiary Guarantors, or the Facilities are the subject of a federal, state or local investigation evaluating whether any remedial action is needed to respond to any alleged violation of or condition regulated by Environmental Regulations or to respond to a release of any Hazardous Substances into the environment.

(n) The Company and the Subsidiary Guarantors do not have any material contingent liability in connection with any release of any Hazardous Substances into the environment.

(o) The Project consists or will consist of properties and facilities for the collection, transportation, treatment, or disposal of solid waste and properties and facilities which are functionally related and subordinate thereto, and the acquisition, construction, improving and equipping of the Project is and will be for the specific purpose of providing safe and economical collection, transportation, treatment, and disposal of solid waste in order to abate, prevent and control pollution of water in the State.

(p) The Project constitutes a "public capital improvement" as defined in the Act. The Project will provide "significant public benefits" as defined in Section 6586 of the Act.

ARTICLE III

THE PROJECT

Section 3.01. Permits . The Company agrees to obtain, or cause to be obtained, all permits necessary with respect to the acquisition, construction, improvement, equipping, and furnishing of the Project.

Section 3.02. Acquisition and Construction.

(a) The Project shall be acquired, constructed, equipped, and furnished with all reasonable dispatch, and the Company will use its best efforts to cause such acquisition, construction, improvement, equipping, and furnishing to be completed as soon as reasonably commercially practicable, delays incident to strikes, riots, acts of God, or the public enemy, or other causes beyond the reasonable control of the Company only excepted; but if for any reason there should be delays in such acquisition, construction, improvement, equipping, and furnishing

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there shall be no diminution in or postponement of the Loan Payments to be made by the Company hereunder, and no resulting liability on the part of the Issuer. The Company agrees, however, to use its best efforts to remedy with all commercially reasonable dispatch the cause or causes preventing it from carrying out its agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Company, and the Company shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Company, unfavorable to the Company.

(b) The Company shall acquire, construct, and improve the Project or cause the Project to be acquired, constructed, and improved in the manner provided in this Agreement and in accordance with the Plans and Specifications on file and available to the Issuer at each Facility during the construction period (subject to the restrictions of subsection (c) below) and the Trustee shall have no responsibility or liability whatsoever with respect to the Project and the acquisition, construction, improvement, equipping or furnishing thereof. The Company may amend, or cause to be amended, such Plans and Specifications, provided, however, that such Plans and Specifications shall not be amended in any material respect except as provided in subsection (d) below. It is agreed and understood that the Company will cause to be entered into and executed all agreements and contracts necessary to assure and accomplish the actual acquisition, construction, improving, equipping, and furnishing of the Project (and that the Issuer shall not execute any such agreements or contracts) and that the Company will cause to be carried out, paid, supervised, and enforced all such agreements and contracts, and will cause to be provided such insurance on and in connection with the acquisition, construction, improvement, equipping, and furnishing of the Project as it deems necessary or advisable or as is required by law and this Agreement in accordance with its customary insurance practices, which may include self insurance. The Company shall pay or cause to be paid, from proceeds from the sale and delivery of the Bonds loaned to it pursuant to Section 4.02 of this Agreement, and from any available income or earnings derived therefrom, and if such proceeds or income or earnings derived therefrom are insufficient, from other funds of the Company or available to the Company to the extent necessary, all Project Costs. The Issuer shall loan the proceeds from the sale of the Bonds to the Company to be used by the Company to pay all or part of the Project Costs, in accordance with procedures established in Section 3.03 hereof for reimbursing the Company for paying all or any part of such Project Costs under the aforesaid agreements and contracts for the acquisition, construction, improvement, equipping, and furnishing of the Project prior to the Company’s receipt of the Loan as hereinafter provided. It is specifically provided, however, that none of the proceeds from the sale of the Bonds will be used to reimburse the Company for, or to pay (and the Company hereby covenants and agrees not to request reimbursement of or payment for) any part of the Project Costs if such use or payment would result in a violation of any of the Company’s representations contained in Sections 2.02 or 7.06 hereof or the Tax Agreement.

(c) The Company hereby grants to the Issuer, its employees and agents, at all reasonable times during normal business hours and upon reasonable notice such necessary and reasonable rights of ingress and egress to the Project as are available to the Company and required in connection with the acquisition, construction, and improvement of the Project and the Company agrees that it will cooperate with the Issuer, its employees and agents, so that such Project shall be acquired, constructed, and improved as provided in this Agreement. The Issuer, its employees and agents shall not unnecessarily disrupt or interfere with the operation of the

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Project and shall cooperate with and observe the reasonable regulations of the Company so as to avoid any unnecessary disruption or interference with said operation. Unless the Company shall be in default hereunder or under the Indenture, the Company may require that the rights of access hereby reserved to the Issuer, its employees and agents, may be exercised only after such employees or agents have executed release of liability agreements in the form then used by the Company. The Issuer recognizes that the drawings, designs, specifications, material lists, and other engineering documents and information contained in the Plans and Specifications or otherwise provided or made available to the Issuer in connection with the Project are proprietary to, and are the property of the Company and/or its affiliates. The Issuer agrees to retain in confidence and not to disclose to others (except as required by applicable law) or to use or permit the use for the benefit of or by others, without the prior written consent of the Company in each such instance, any such drawings, designs, specifications, material lists and other engineering documents and information contained in the Plans and Specifications or otherwise provided or made available to the Issuer. Nothing in this Section or in any other provision of this Agreement shall be construed to entitle the Issuer or the Trustee, to any information or inspection involving the confidential know how of the Company.

(d) If the Plans and Specifications are materially amended at any time prior to the completion of the Project, the Company shall (i) deliver to the Issuer a certificate of an Authorized Company Representative stating that the Project constructed pursuant to the Plans and Specifications, as amended, will be solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code or any substantially similar successor provision, and (ii) furnish the Issuer and Trustee with a Favorable Opinion with respect to such proposed amendment and the expenditure of moneys from the Construction Fund to pay the Project Costs as shown on the Plans and Specifications as so amended. Any material amendment to the Plans and Specifications for a Facility must be accompanied by (i) a certificate from the Construction Consultant to the effect that such amendment does not impair the ability of the Facility to generate the quantity of Salable Renewable Natural Gas shown in the Base Case Output Assumptions shown for such Facility in the Feasibility Study and (ii) a certificate of the Company demonstrating the pro forma effect of any change in projected revenues from the Facility as a result of such amendment.

(e) If, for any reason, the proceeds from the sale of the Bonds are not sufficient to pay all the Project Costs, the Company shall complete or cause to be completed the Project and pay or cause to be paid all Project Costs which are not or cannot be paid or reimbursed from proceeds of the Bonds from its own funds or other funds available to the Company or its affiliates, but it shall not be entitled to reimbursement from the Issuer therefor, or to any diminution in or postponement of any payments required to be made by the Company hereunder.

Section 3.03. Construction Fund; Costs of Issuance Fund . The Construction Fund shall be drawn on and used to pay Project Costs when due and payable. The Costs of Issuance Fund shall be drawn on and used to pay Costs of Issuance when due and payable. The Issuer shall pay to the Trustee for deposit the proceeds from the sale and delivery of the Bonds pursuant to Section 3.1 of the Indenture or pursuant to any Supplemental Indenture. The Trustee, pursuant to request of the Company, shall draw on and use the Construction Fund and Costs of Issuance Fund as follows:

(a) Immediately after the delivery of each Series of Bonds authorized hereby, the Company, or the Trustee, upon written direction of the Authorized Company Representative, shall pay directly from the Costs of Issuance Fund (i) to the Issuer, the amount specified in Section 5.04 hereof and (ii) to such other parties submitting invoices, the other Costs of Issuance relating to such Series of Bonds.

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(b) Subject to the provisions of the Indenture, the Trustee shall make payments to the Company or, at the Company’s written request, to a third party, from the Costs of Issuance Fund for any Costs of Issuance (in addition to those paid under Section 3.03(a) above) and, from the Construction Fund, subject to subsections (c), (f), and (g) below, the Project Costs from time to time upon receipt by the Trustee of a request of the Company signed by the Authorized Company Representative. Such request shall be accompanied by a certificate signed by an Authorized Company Representative (and, in the case of Project Costs, accompanied by the Certificate of the Construction Consultant approving such payment pursuant to the provisions of Section 3.03(f) hereof) stating with respect to each payment as follows:

(i) the name of the Facility or Facilities to which the Project Costs apply;

(ii) the name of the subaccount in the Costs of Issuance Fund (in the case of payments for Costs of Issuance) relating to such Series of Bonds;

(iii) the name and address of the person, firm or corporation to whom payment is to be made;

(iv) the amount of expenditures for which payment or reimbursement is requested;

(v) in the case of requisitions from the Construction Fund, the amount requested to be paid has been or will be incurred and is for Project Costs;

(vi) no part of the several amounts requested to be paid, as stated in such certificate, has been or is the basis for the payment of any money in any previous or then pending request;

(vii) the payment of the amount requested will not result in a breach of the covenants of the Company contained in this Agreement;

(viii) the expenditure of such amount to be disbursed, when added to all disbursements under previous requisitions, will result in at least 95% of the total of such disbursements being used to provide "solid waste disposal facilities" within the meaning of Section 142(a)(6) of the Code or facilities functionally related and subordinate thereto;

(ix) in the case of requisitions from the Costs of Issuance Fund, that the cumulative total amount disbursed thereunder for Costs of Issuance, together with any compensation to the Underwriter as a discount, does not exceed 2% of the proceeds of the Bonds; and

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(x) a bring down certificate from the issuer of the Title Policy or Title Policies (defined herein) reflecting the absence of any mechanics liens for the subject Facility or Facilities.

(c) The Company is responsible for determining the allocation of funds in the Construction Fund among portions of the Project and for monitoring expenditures based on such allocations. The Trustee shall rely fully on any such request and certificate delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. If amounts paid by the Trustee pursuant to subsection (b) above with respect to any portion of the Project exceed the cost thereof, the Company shall promptly repay such overpayment into the Construction Fund or Costs of Issuance Fund, as applicable.

(d) The Issuer hereby gives its express written authority to the Company, absent an Event of Default, to direct the investment of the Construction Fund by the Trustee as hereinafter provided and as permitted by the Indenture. Any money held as part of the Construction Fund shall be invested or reinvested by the Trustee upon written direction of the Company in the same manner as provided for money on deposit in the Bond Fund. Upon acceleration of the maturity of the Bonds pursuant to the Indenture, subject to Section 6.4 of the Indenture, any amounts held in or on deposit in the Construction Fund shall be transferred by the Trustee to the Bond Fund.

(e) If, upon delivery of the Project Completion Certificate, there shall be any surplus funds remaining in the Construction Fund not required to provide for the payment of the costs of acquisition, construction, and improvement of the Project, such funds shall, upon the written request of the Authorized Company Representative to the Trustee, be used by the Trustee (i) to purchase for cancellation Bonds at any reasonable price as determined by the Authorized Company Representative, which price, however, shall not exceed the principal amount thereof plus accrued interest thereon or (ii) to redeem Bonds in the largest principal amount then subject to redemption at par (together with accrued interest thereon) that does not exceed the amount of such funds.

(f) The Construction Consultant will review each request of the Company delivered pursuant to Section 3.03(b) for payment of Project Costs. The Construction Consultant will provide a Certificate approving the payment of Project Costs upon receipt and satisfactory review of the request of the Company and certification by the Company accompanied by appropriate documentation of:

(i) A statement that the Project Costs for the Facility to be paid with the funds requested by such request of the Company represent work that has been satisfactorily performed in a good and workmanlike manner and in conformance with such Facility’s plans and specifications that were presented to the Construction Consultant as part of its initial review of such Facility.

(ii) An estimate of the remaining Project Costs to complete the Facility, segregated by major categories and Facility, and that sufficient funds remain to obtain Facility completion.

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(iii) A statement that there is no material change in the Budgeted Cost or a detailed description of the cost variances from the Budgeted Cost of each Facility, as of the date of the request of the Company.

(iv) A statement that no Event of Default under this Agreement or the Indenture has occurred and is continuing.

(v) A monthly progress report prepared for the month to which the request relates, including but not limited to status of engineering, procurement, construction, start-up, and performance testing; schedule; percentage of completion and variances thereof; change orders; and action items.

(g) Notwithstanding anything to the contrary in this Section, no drawing from the Construction Fund may be made for any Project Costs of a Facility until the Company has filed with the Trustee a certificate stating that:

(i) the Company or the subsidiary that is developing the Facility continues to have a valid lease estate in the Facility site sufficient for construction and operation of the Facility supported by a title report showing no mechanic’s liens on the site and shall have supplied the Collateral Trustee with an appropriately filed deed of trust on such leasehold estate naming the Collateral Trustee as beneficiary thereon and title insurance (each, a "Title Policy") evidencing a first priority lien in favor of the Collateral Trustee pursuant to such deed of trust, all as satisfactory to the Majority Holders;

(ii) Environmental Power Corporation ("EPC") or a subsidiary has raised not less than $45,000,000 in additional capital, and that such funds are available to fund, among other things, EPC’s and the Company’s obligations under the Support Agreement, and that at least $17,500,000 of such funds are available to provide capital to the Company and the California Subsidiary Guarantors to support their required equity contributions described in subsection (iii) below to the Project; provided that, if no Additional Bonds are sold, such amounts are reduced to $39,825,000 and $12,325,000, respectively and no drawings may be made for any costs of the Bar 20 Facility; and further provided that, any capital raised by the Company or the Subsidiary Guarantors after the date of initial issuance of the Series 2008A Bonds (exclusive of the proceeds of the Bonds) in a manner permitted by the Guarantee Agreement shall be credited against such amounts;

(iii) the Company has expended not less than 20% of the Budgeted Cost of the Facility from equity on costs of the Facility and will not seek reimbursement for such costs except as provided in Section 3.04(d);

(iv) the Huckabay Facility has produced an average of 1,525 MMBtu per day of Renewable Natural Gas for a period of sixty (60) consecutive days (the "Test Period"); and

(v) during the Test Period, operations at Huckabay have produced a gross profit (calculated in the same manner as "gross profit" in the Base Case 30-year

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Projected Operating Performance included in the Attachment A to the Feasibility Study) of not less than $350,000 as verified in a report of independent accountants (who may be the Company’s independent accountants).

Section 3.04. Termination of Construction; Completion Certificate.

(a) Anything in this Agreement to the contrary notwithstanding, the Company shall have the right at any time to terminate the construction of a Facility if: (i) the Company shall have determined that the construction or operation of such Facility is impracticable, uneconomical or undesirable due to (A) the imposition of taxes, other than ad valorem taxes currently levied upon privately owned property used for the same general purpose as such Facility, or other liabilities or burdens with respect to such Facility or the construction or operation thereof, (B) changes in technology, in environmental standards or legal requirements or in the economic availability of materials, supplies, equipment or labor or (C) destruction of or damage to all or part of such Facility; or (ii) all or substantially all of such Facility shall have been condemned or taken by eminent domain; or (iii) the construction or operation of such Facility shall have been enjoined or shall have otherwise been prohibited by, or shall conflict with, any order, decree, rule or regulation of any court or any federal, state or local regulatory body, administrative agency or other governmental body. Following the Company’s determination to terminate any further construction of a Facility prior to operation, the Company shall prepare a Facility Completion Certificate, provided that delivery of such Facility Completion Certificate is conditional upon receipt by the Trustee of a certificate of an independent engineer reasonably acceptable to the Trustee and the Majority Holders that continuation of construction is not feasible under the circumstances.

(b) At such time as the Company determines that the construction of a Facility meets the requirements of Mechanical Completion, the Company will provide a certificate signed by an Authorized Company Representative to that effect. Upon receipt of such certificate, the Construction Consultant shall verify that Mechanical Completion has occurred and shall issue to the Company a Facility Completion Certificate stating that: (i) the Facility is Mechanically Complete, (ii) the Facility is producing not less than 90% of the Salable Renewable Natural Gas quantity specified for that Facility in the Base Case output assumption in the Feasibility Study, and (iii) the Facility has produced such quantity of renewable natural gas to the pipeline to which the Facility is connected for a period of 72 hours.

(c) Following the Company’s determination that the construction of the Project is complete, the Company shall deliver a Project Completion Certificate pursuant to which the Company states that it has determined that the Project is complete, together with all Facility Completion Certificates, to the Trustee and shall direct the Trustee to transfer the funds in the Construction Fund to the Bond Fund to purchase for cancellation or redeem bonds pursuant to Section 9.1(c)(ii) of the Indenture.

(d) At the time of completion of the Project, the Company shall prepare a certificate showing the final Project Costs (the "Final Costs"), together with supporting material satisfactory to the Trustee demonstrating that the Company (or the relevant subsidiary) has invested as equity at least 20% of the Final Costs. If the Company’s (or the relevant subsidiary’s) equity contribution to the Project Costs is greater than 20% of the Final Costs

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relating to such Facility, the Company (or the relevant subsidiary) may requisition funds from the related subaccount within the Construction Fund, if any remain, to reimburse itself for qualifying Project Costs in excess of 20% of such Final Costs.

Section&