Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of the Lenders to effect or permit any Borrowing (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is subject to the prior satisfaction by Borrower of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank): (a) Borrower shall have requested the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. (b) [Intentionally Omitted]. (c) Each representation and warranty set forth in Article 6 is true and correct in all material respects on such date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date). (d) No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. (e) Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the Lenders to effect or permit any occasion of each Borrowing (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge LoanInitial Borrowing) is shall be subject to the prior satisfaction by Borrower of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and such further conditions precedent that on the Lenders (unless waived in writing by Administrative Agent with consent date of all Lenders and the Issuing Bank): such Borrowing (a) Borrower the following statements shall be true and the Administrative Agent shall have requested received for the Term Loans and/or Bridge Loans pursuant to account of such Lender (w) a Notice of Borrowing and an Availability Certificate dated the date of such Borrowing, and, in the case of the Availability Certificate, certifying that the Facility Available Amount as of such date (calculated on a pro forma basis after giving effect to such Borrowing) will be greater than or equal to the Facility Exposure (x) all Deliverables and all items described in the definition of “BBA Proposal Package” herein (to the extent not previously delivered with respect to Administrative Agent each Borrowing Base Asset pursuant to Section 5.01(k) or this Section 3.02), (y) in accordance with the case of an addition of any Person as an Additional Guarantor, all Guarantor Deliverables (to the extent not previously delivered pursuant to Section 2.5.5.01(k) or this Section 3.02), and (z) a certificate signed by a Responsible Officer of the Borrower, dated the date of such Borrowing, stating that: (bi) [Intentionally Omitted]. (c) Each representation the representations and warranty set forth warranties contained in Article 6 is each Loan Document are true and correct in all material respects on such date (unless such representation qualified as to materiality or warranty relates solely to an earlier dateMaterial Adverse Effect, in which case it such representations and warranties shall have been be true and correct in all material respects respects) on and as of such earlier date)., before and after giving effect to (A) such Borrowing, and (B) in the case of any Borrowing, the application of the proceeds therefrom, as though made on and as of such date; (dii) No no Default or Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing continuing, or will would result from (A) such Borrowing or (B) or from the funding application of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans.proceeds therefrom; and (eiii) for each Advance, (A) the Facility Available Amount equals or exceeds the Facility Exposure that will be outstanding after giving effect to such Advance, and (B) before and after giving effect to such Advance, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04; and (b) the Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by other approvals, opinions or documents as any Lender through the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form may reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to daterequest. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan (other than a Loan requested via delivery of a Draft under a Drafting Agreement which has not been suspended and/or terminated in accordance with the Lenders to effect or permit terms of this Agreement) on the occasion of any Borrowing (including the first Borrowing of a Term initial Acquisition Loan and the first Borrowing of a Bridge initial Floor Plan Loan) is and the obligation of each Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Agent to execute Drafting Agreements shall be subject to the prior satisfaction by Borrower further conditions precedent that on the Borrowing Date of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank):such Borrowing or Issuance: (a) Borrower shall have requested the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. (b) [Intentionally Omitted]. (c) Each representation representations and warranty set forth warranties contained in Article 6 is true VII are correct on and correct in all material respects as of the date of such Borrowing, upon giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless such representation or warranty relates solely expressly limited to an earlier date, in which case case, it shall have been be true and correct in all material respects as of such earlier date).; (db) No Event of Default or Inchoate Default with respect to any Affiliated Participant no event has occurred and is continuing continuing, or will would result from such Borrowing or from the funding application of the Loans and to the knowledge of Borrowerproceeds therefrom, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. (e) Administrative Agent shall have received which constitutes (i) a continuation report Material Adverse Effect, (ii) in the case of Acquisition Loan Borrowings, a Default or an Event of Default and an endorsement to which has not been waived or amended in accordance with the Title Policy provisions set forth in Section 13.7 or (iii) in the case of Floor Plan Borrowings (including Swing Line Loans), (A) no Floor Plan Event of Default exists with respect to the Stetson II Project to Floor Plan Borrower that is requesting the Borrowing, (B) no Floor Plan Event of Default under Section 11.3(c), Section 11.3(f) or Section 11.3(g) exists, (C) no Floor Plan Event of Default under any other subsection of Section 11.3 has continued for sixty (60) days or more, and (D) there are no two concurrent Floor Plan Events of Default under any other subsection of Section 11.3; (c) each Request for Borrowing (other than a Request for Borrowing taking the form of a Draft) shall constitute a certification, representation and warranty by the Company that on the date of such Borrowing the statements contained in this Section 8.3 are true; (d) following the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date making of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date or Issuance of each Title Policy any Letter of Credit and all endorsements attached thereto other Borrowings to be made on the date same day under this Agreement, except as may otherwise be permitted hereunder, (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Total Floor Plan Loan Commitment, such Floor Plan Loan Borrowings shall not exceed the Floor Plan Advance Limit, and the Agent shall have a first priority lien (subject only to carriers’, warehousemen’s and landlords’ Liens described in Section 7.16(b) and Liens described in Section 10.2(f)) on the Motor Vehicles that are being purchased with such Floor Plan Loan Borrowing after giving effect to such Borrowing, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Advance Limit, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, (A) the total amount of Letter of Credit Obligations outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Advance Limit, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or total amount of Letter of Credit Obligations outstanding shall not exceed the Transmission Line Real Property Interest) except those approved by the Administrative Agent, aggregate Letter of Credit Commitments of all Issuing Banks and (C) shall state the total amount of Letter of Credit Obligations outstanding in respect of Letters of Credit Issued by the relevant Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment, and (v) the aggregate principal amount of all Loans advanced to date.and Letter of Credit Obligations then outstanding shall not exceed the Total Commitment; and (fe) Except as set forth no party (other than the Agent, the Floor Plan Agent or a Lender) to any Intercreditor Agreement executed in Exhibit H-5 connection with any Permitted New Vehicle Floor Plan Indebtedness has disputed or contested the contractual subordination provision thereof in whole or in part or has otherwise breached its material obligations thereunder which dispute, contest or breach involves $1,000,000 or more in collateral, and Exhibit H-6such dispute, no material actioncontest or breach has not been waived, suit, proceeding, Environmental Claim resolved or investigation shall have been instituted or, to remedied within thirty (30) days after delivery of a notice from the knowledge of Borrower, threatened against Borrower, any Affiliated Participant Agent or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected Floor Plan Agent to have a Material Adverse Effectsuch other party and the Company. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The obligation of the Lenders to effect or permit any Borrowing make each Advance (including any such Advance in respect of the first initial Borrowing) on each Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is Date shall be subject to the prior satisfaction by Borrower of each fulfillment of the following conditions conditions; provided that with respect to any Revolving Borrowing, such Borrowing Date shall occur prior to the satisfaction end of Administrative Agentthe Revolving Period and (2) with respect to any Term Borrowing, Issuing Bank and such Borrowing Date shall occur prior to the Lenders (unless waived in writing by Administrative Agent with consent end of all Lenders and the Issuing Bank):Ramp Period: (a) Borrower in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have requested been fully satisfied on or prior to the Term Loans and/or Bridge Loans pursuant applicable Borrowing Date; (b) with respect to the initial Borrowing, evidence that the total Obligors on the applicable Borrowing Date are equal to or greater than fifteen (15); (c) in the case of the initial Borrowing hereunder, a certificate of a Responsible Officer of the Borrower, dated as of the Borrowing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Borrowing Date that the Concentration Limits are satisfied; (d) delivery of the Collateral (including any original promissory note, executed assignment agreements and electronic copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each Collateral Obligation) in accordance with Section 12.20 shall have been effected; (e) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered to Administrative Agent in accordance with Section 2.5.2.02; (bf) [Intentionally Omitted].immediately after the making of such Advance on the applicable Borrowing Date, there is no Borrowing Base Deficiency; (cg) Each representation immediately before and warranty set forth after the making of such Advance on the applicable Borrowing Date, the Interest Coverage Test shall be satisfied; (h) each of the representations and warranties of the Borrower contained in Article 6 is this Agreement and the other Facility Documents shall be true and correct in all material respects on as of such date Borrowing Date (unless except to the extent such representation or warranty relates solely representations and warranties expressly relate to an any earlier date, in which case it such representations and warranties shall have been be true and correct in all material respects as of such earlier date).; (di) No no Default, Event of Default or Inchoate Default with respect to any Affiliated Participant Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (j) no Low Diversity Event has occurred and is continuing or will result from at the funding time of the Loans and to the knowledge making of Borrowersuch Advance or, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant if a Low Diversity Event has occurred and is continuing at the time of the making of such Advance, the Low Diversity Threshold is satisfied; (k) only in the case of an Advance used for other than purchasing a Collateral Obligation or funding the Revolving Reserve Account, no Low Diversity Event has occurred and is continuing; and (l) the provisions of Section 10.02 have been or will result from the funding be satisfied as of the Loans. (e) Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing purchase in connection with any acquisition of additional Collateral Obligations with the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount proceeds of the Loans advanced to dateapplicable Advance. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The obligation In addition to the conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of the Lenders to effect or permit any such Borrowing (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is subject to the prior satisfaction by Borrower of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bankafter giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall have requested deliver to Administrative Agent evidence substantiating any of the Term Loans and/or Bridge Loans pursuant matters in the Loan Papers which are necessary to a enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. (b) [Intentionally Omitted]. (c) Each shall constitute the representation and warranty set forth in Article 6 is by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material respects on such date (unless such representation or warranty relates solely to an earlier datethe transactions contemplated in this Agreement, in which case it shall have been true and correct in all material respects as of such earlier date). (d) No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and time is continuing or will result from the funding of the Loans and essence in respect of each thereof. Subject to the knowledge prior approval of BorrowerRequired Lenders, no Inchoate Default with respect to Lenders may fund any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. (e) Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agentall conditions being satisfied, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted orbut, to the knowledge extent permitted by Law, the same shall not be deemed to be a waiver of Borrowerthe requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effectunless Required Lenders specifically waive each such item in writing. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The In addition to the conditions precedent set forth in Section 4.01, the obligation of the Lenders each Lender to effect or permit make any Borrowing (including the first Borrowing of a Term Construction Loan and the first Borrowing of a Bridge Loan) is and/or any Contingency Loan shall be subject to satisfaction, in a manner satisfactory to (x) in the prior satisfaction by Borrower case of the initial Funding, each Creditor and (y) in the case of any subsequent Funding, the Intercreditor Agent, of each of the conditions set forth in Section 4.02 of the Common Agreement, which conditions shall apply, mutatis mutandis, to this Agreement as if they had been fully set out herein (provided that a waiver of any condition under Section 4.02 of the Common Agreement shall be deemed a waiver of such condition hereunder) and of the following conditions conditions, provided that any Loans that are collectively limited to the satisfaction amount of, and for purposes of Administrative Agentpaying, Issuing Bank interest and/or Fees due and payable pursuant to Section 2.08(a) and/or Section 3.05(a) of this Agreement (and any Taxes payable with respect to such interest and Fees) shall solely be subject to the Lenders condition set forth in subsection (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank):b) below: (a) Borrower The Facility Administrative Agent shall have requested received an Interest Rate Notice, duly executed by the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5Borrower. (b) [Intentionally Omitted]The Facility Administrative Agent shall be satisfied that no proceeds of such Construction Loan and/or Contingency Loan will be, and no proceeds of any Construction Loan and/or Contingency Loan has previously been, applied to pay any amount payable under any Investor Note or in respect of any Note Document. (c) Each representation and warranty set forth in Article 6 is true and correct in all material respects on such date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date). (d) No Event of Default or Inchoate Default with With respect to any Affiliated Participant has occurred and is continuing or will result from Contingency Loan only, the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. (e) Facility Administrative Agent shall have received (i) a continuation report and an endorsement of the Independent Engineer stating that the aggregate amount of the Contingency Loans to be made to the Title Policy with respect Borrower pursuant to such Funding does not exceed, when added to the Stetson II amount of Contingency Loans previously made, the aggregate amount of Project to the date Costs (other than amounts payable under or in respect of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements any Investor Note or other Note Document) set forth in Exhibit D-5 the relevant Notice of Borrowing incurred in connection with the First Modification Agreement, the Second Modification Agreement and setting forth no additional exceptions (including without limitation survey exceptions for any other Additional Works to be executed pursuant to any CFE Change Request or PWC Change Order permitted pursuant to Section 6.02(k) of the Stetson II Project) except those approved by the Administrative AgentCommon Agreement. Each document, and (ii) a continuation report and endorsement notice delivered pursuant to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: Section 4.02(a) and/or (Ac) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit above shall be in full force form and effect in accordance with its terms and, substance satisfactory to the knowledge Facility Administrative Agent and shall be delivered in sufficient copies for the Facility Administrative Agent and each of Borrower, no material defaults shall have occurred thereunderthe Lenders. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

Conditions Precedent to Each Borrowing. The obligation of the Lenders Each Advance to effect or permit any Borrowing be made hereunder, if any, (including the first initial Advance) on each Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is Date shall be subject to the prior satisfaction by Borrower of each fulfillment of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank):conditions: (a) Borrower the Facility Agent shall have requested the Term Loans and/or Bridge Loans pursuant to received a Notice of Borrowing with respect to such Advance (including a duly completed Borrowing Base Calculation Certification attached thereto and each of the schedule of loans required to be delivered pursuant to Administrative Agent the Notice of Borrowing attached thereto) delivered in accordance with Section 2.5.2.02; (b) [Intentionally Omitted].immediately after the making of such Advance on the applicable Borrowing Date, (i) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist (as demonstrated in the calculations attached to the applicable Notice of Borrowing) and (ii) the aggregate outstanding balance of all Advances shall not exceed the Facility Limit; (c) Each representation each of the representations and warranty set forth warranties of the Borrower contained in Article 6 is this Agreement shall be true and correct in all material respects on (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such date Borrowing Date (unless except to the extent such representation or warranty relates solely representations and warranties expressly relate to an any earlier date, in which case it such representations and warranties shall have been be true and correct in all material respects as of such earlier date as if made on such date).; (d) No no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default, Unmatured Backup Servicer Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. (e) Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect Accelerated Amortization Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the transactions contemplated by the Facility Documents would not require Cross River Bank (or other Approved Loan Originator) to comply with any risk retention or capital commitment obligation or Cross River Bank (or other Approved Loan Originator) to comply with any reporting, filing, or any other obligation or undertaking; (f) the Verification Agent shall have r each of the Loan Documents with respect to each Loan included in the calculation of the Class A Borrowing Base or Class B Borrowing Base in relation to such Advance and shall have issued and delivered to the Facility Agent and each Lender a Verification Agent Confirm with respect to such Loans (without any Exceptions noted thereon unless waived by the Facility Agent) all in form and substance acceptable to the Facility Agent; (g) Borrower shall have deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount; (h) the Termination Date shall not have occurred; (i) the Servicer shall have delivered an updated Loan Schedule including the Loans to be included in the Collateral Loans in connection with each Collection Period; (j) evidence that all fees to be received by the Facility Agent and each Lender on or prior to the Borrowing Date pursuant to the Placement Agent Fee Letter and the Lender Fee Letter have been received; and (k) the Borrower shall be in compliance with Section 5.04 of this Agreement and with all requirements of any Hedging Agreement then in effect.

Conditions Precedent to Each Borrowing. The obligation of the Lenders to effect or permit any Borrowing (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is subject In addition to the prior satisfaction by Borrower of each of the following -------------------------------------- conditions stated in Section 7.1 and Section 7.2 (as applicable), Lenders will not be obligated to the satisfaction of Administrative Agentfund (as opposed to continue or convert) any Borrowing, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent will not be obligated to issue any LC, as the case may be, unless on the date of all Lenders such Borrowing or issuance (and after giving effect thereto), as the Issuing Bank): case may be: (a) Borrower Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to timely received therefor a Borrowing Notice of and Borrowing delivered to Administrative Agent Base Certificate (each in accordance with Section 2.5. 2.6(a)) or an LC Request (together with the applicable LC Agreement), as the case may be; (b) [Intentionally Omitted]. Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.5 hereof; (c) Each representation all of the representations and warranty warranties of any Loan Party set forth in Article 6 is the Loan Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such date (unless such representation or warranty relates solely to an earlier date, in which case it shall representations and warranties are based have been true and correct in all material respects as of such earlier datechanged by transactions permitted by the Loan Documents). ; (d) No no Material Adverse Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans. shall have occurred; (e) Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project Default or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date. (f) Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect. (g) Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect Potential Default shall have occurred and be continuing; (f) each of the funding of such Borrowing and issuance of such LC, as the case may be, is permitted by Law; (g) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by Section 9.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (h) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.