Common use of Conditions to Each Borrowing Clause in Contracts

Conditions to Each Borrowing. The obligation of Lender to fund the first Borrowing (in the case of (f)) and each Borrowing, if applicable (in the case of (a) – (e)) shall be subject to following conditions precedent: (a) With respect to each Borrowing, each of the representations and warranties made by Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects (except where already qualified as to materiality) on and as of the date of the making of such Borrowing as if made on and as of the date of such Borrowing, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; (b) no Default or Event of Default shall have occurred and be continuing on the date of on such Borrowing or immediately after giving effect to such Borrowing; (c) Lender shall have received a fully executed Borrowing Request; (d) Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing), all SLS Tranche 2 Approved Funds as of the date of the Borrowing and that all escrowed funds (other than any holdback amounts consisting of 10% of the capital contribution of any Investing Member whose I-526 Petition has not yet been approved) have been released to SLS Lender and constitute SLS Tranche 2 Non-Approved Funds (which evidence may consist of a certification by the Borrower included in the Borrowing Request); provided that in the event the amount of the Borrowing exceeds the amount of SLS Tranche 1 Approved Funds as of the date of the Borrowing, then Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing) all SLS Tranche 2 Non-Approved Funds as of the date of the Borrowing; (e) With respect to any Borrowing, if the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing exceeds $150,000,000, Lender shall have received an endorsement to the Title Policy delivered pursuant to Section 4.01(q) having the effect of increasing the amount of the Title Policy to an amount that is equal to our greater than the sum of the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing; and (f) Lender shall have received prior to the First Disbursement Date confirmation of the amounts on deposit in the First Lien Proceeds Account (as defined in the Disbursement Agreement).

Conditions to Each Borrowing. The obligation of Lender to fund the first Each Working Capital Facility Borrowing (in the case of (f)) and each Borrowing, if applicable (in the case of (a) – (e)) shall be Construction Facility Borrowing is subject to following satisfaction of each of the conditions precedentset forth below: (a) With No circumstance or event that could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing. (b) All Governmental Approvals, including EHS Permits, that were not obtained by the Borrower, CFE, any Principal Subcontractor, any subcontractor to any Principal Subcontractor or any service provider to any Principal Subcontractor, as the case may be, prior to the Initial Closing Date but that are required to be obtained or are obtainable prior to the date of such Borrowing (except, prior to the Construction Facility Closing Date, for the Designated Jalisco Permit), have been duly obtained and all such Governmental Approvals, whether obtained prior to, on or following the Initial Closing Date, are in full force and effect. (c) All of the Transaction Documents and each other agreement, instrument and other document to be executed and delivered with respect to the Project on or prior to the effecting of such Borrowing have been delivered hereunder and under each Borrowing, each of the other Financing Document and are in full force and effect. (d) The representations and warranties made by contained in Section 5.01 of this Common Agreement and of the Borrower contained in or pursuant to the Loan other Transaction Documents shall be are true and correct and the Borrower is in all material respects (except where already qualified as to materiality) full compliance with the covenants contained in Article VI of this Common Agreement on and as of the date of the making of such Borrowing as if made on Initial Closing Date and as of the date of such Borrowing, except for representations before and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date; (b) no Default or Event of Default shall have occurred and be continuing on the date of on such Borrowing or immediately after giving effect to such Borrowing;, and to the application of the proceeds therefrom, as though made on and as of such date or, if such representation or warranty relates to an earlier date, as of such earlier date. (ce) Lender shall have received To the best of the Borrower's knowledge, the representations and warranties of each party to a fully executed Borrowing Request; Transaction Document (dother than the Borrower) Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with contained in the Borrowing), all SLS Tranche 2 Approved Funds Transaction Documents are true and correct on and as of the Initial Closing Date and the date of such Borrowing, before and after giving effect to such Borrowing, and to the Borrowing application of proceeds therefrom, as though made on and as of such date or, if such representation or warranty relates to an earlier date, as of such earlier date. (f) There has been no proposed or threatened change in or modification of any applicable Law that all escrowed funds in the reasonable opinion of the Intercreditor Agent could be expected to be adopted and to have a Material Adverse Effect. (g) No Default (other than any holdback amounts consisting event or condition that, with the passing of 10% time, would constitute a Contractor PWC Event of Default but only to the capital contribution of any Investing Member whose I-526 Petition has extent that such event or condition does not yet been approvedconstitute a Contractor PWC Event of Default) have been released to SLS Lender or Event of Default has occurred and constitute SLS Tranche 2 Non-Approved Funds (which evidence may consist of a certification by is continuing, or would result from the Borrower included in the Borrowing Request); provided that in the event the amount of the Borrowing exceeds the amount of SLS Tranche 1 Approved Funds as of the date of the Borrowing, then Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing) all SLS Tranche 2 Non-Approved Funds as of the date of the Borrowing; (e) With respect to any Borrowing, if the aggregate principal amount outstanding of all prior Borrowings plus the requested amount effecting of such Borrowing exceeds $150,000,000, Lender or from the application of the proceeds thereof. (h) The Intercreditor Agent shall have received an endorsement EHS Report from the Environmental Consultant dated not more than ninety (90) days prior to the Title Policy delivered pursuant to Section 4.01(q) having the effect of increasing the amount of the Title Policy to an amount that is equal to our greater than the sum of the aggregate principal amount outstanding of all prior Borrowings plus the requested amount date of such Borrowing; and. (fi) Lender Except with respect to any Working Capital Facility Borrowing to occur no later than sixty (60) days following the Signing Date, the Intercreditor Agent shall have received received, no later than three (3) Business Days prior to the First Disbursement Date confirmation such Borrowing, copies of the amounts on deposit Monthly Report (including CFE recognition of the same) describing progress in Work during the First Lien Proceeds Account calendar month that is two (as defined 2) months immediately preceding the calendar month in which such Borrowing is to be made and a certificate of a Representative of the Disbursement Agreement)Borrower stating that all such copies are true, correct and complete.

Conditions to Each Borrowing. The obligation following shall be conditions precedent to any funding by the Lender on each Funding Date (which conditions must be satisfied no later than 2:00 p.m. New York City time on the Business Day immediately preceding such Funding Date; by accepting the proceeds of Lender any Borrowing on any Funding Date, all Issuers shall be deemed to fund the first Borrowing represent and warrant that all such conditions (other than as set forth in the case of (f)clauses g(vii) and each Borrowing, if applicable (in the case of (am) – (e)below) shall be subject to following conditions precedent:are satisfied on such date): (a) With respect The applicable Co-Issuers shall have timely delivered a Borrowing Notice pursuant to each Borrowing, subsection 2.1(c) hereof. (b) The representations and warranties of the Issuer and the applicable Co-Issuers as set forth in each of the representations and warranties made by Borrower in or pursuant to the Loan Transaction Documents shall be true and correct on the date of such Borrowing as though made on and as of such date (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects (except where already qualified as to materiality) on and as of the date of the making of such Borrowing as if made on and as of the date of such Borrowing, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date;). (bc) Both immediately prior to and after giving effect to such Borrowing and the application of the proceeds thereof as provided herein and in the Security Agreement, the Outstanding Note Balance of the Notes shall not exceed the Borrowing Base. (d) The ratio of each Borrowing to the Net Cash Flow of the related Assets shall be no Default greater than 5.00:1.00. (e) The collateral pledged to secure the Note issued in connection with the Borrowing must include Trademarks, Licenses and other agreements monetizing the Trademarks. (f) No Funding Termination Event or event that with the giving of notice or lapse of time or both would constitute a Funding Termination Event of Default shall have occurred and be continuing on continuing. (g) The Agent shall have received: (i) Evidence that the date customary financing statements and other documents have been, or will be, filed in all jurisdictions that the Lender may deem necessary or desirable (but only to the extent required under the Security Agreement) in order to perfect the ownership and security interests contemplated by the Security Agreement and this Agreement; (ii) Acknowledgment copies of on such Borrowing or immediately after giving effect proper termination statements, if any, necessary to release all security interests and other rights of any Person in the Collateral other than those of the Issuers and the Agent; (iii) Executed copies of the Joinder Supplement and the Security Agreement Supplement related to such Borrowing; (civ) Evidence that the related Co-Issuer Collection Accounts and the related Co-Issuer Lockbox Accounts have been established and are subject to control agreements satisfactory to the Agent; (v) Favorable opinion or opinions of counsel to the Issuer, dated the applicable Funding Date, in form and substance satisfactory to the Agent; (vi) Favorable opinion or opinions of counsel to the applicable Co-Issuers, dated the applicable Funding Date, in form and substance satisfactory to the Agent; (vii) Evidence satisfactory to the Agent that the applicable Co-Issuers have good title to the Assets pledged under the Security Agreement free and clear of any liens; and (viii) Any other documentation required by the Agent in connection with such Borrowing. (h) The Notes have been duly executed by the applicable Co-Issuers. (i) There has not been any change, or any development or event involving a prospective change in the condition (financial or otherwise), business properties or results of operations of the Issuer or the applicable Co-Issuers which, in the judgment of the Agent, is material and adverse and makes it impractical or inadvisable to proceed with the consummation of the transactions contemplated by this Agreement or the Transaction Documents. (j) The Co-Issuer Collection Accounts, the Co-Issuer Prepaid Fee and Royalty Accounts and the Co-Issuer Priority and Non-Distributable Amounts Accounts have been established; and all Obligors have been directed to make payments of their Receivables to the applicable Co-Issuer Collection Account or Co-Issuer Lockbox Account. (k) No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by this Agreement or the Transaction Documents. (l) All conditions specified in the Security Agreement with respect to such Borrowing shall have been satisfied. (m) The Lender shall have completed its due diligence review of the acquisition of Assets in connection with which the Issuer and the applicable Co-Issuers are seeking the requested Borrowing and the Lender shall have received all requisite internal management and credit committee approvals, it being understood that the Lender shall, in good faith, seek such approvals (but shall not be obligated to grant the same) and such approvals will be sought by the Lender on a fully executed Borrowing-by-Borrowing Request;basis, and may take into consideration, among other things, performance and value of existing Assets of the Co-Issuers and the Issuer. (dn) Lender The Agent shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing), all SLS Tranche 2 Approved Funds as payment in respect of the date of the Borrowing and that all escrowed funds (other than any holdback amounts consisting of 10% of the capital contribution of any Investing Member whose I-526 Petition has not yet been approved) have been released to SLS Lender and constitute SLS Tranche 2 Non-Approved Funds (which evidence may consist of a certification by the Borrower included in the Borrowing Request); provided that in the event the amount of the Borrowing exceeds the amount of SLS Tranche 1 Approved Funds as of the date of the Borrowing, then Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing) all SLS Tranche 2 Non-Approved Funds as of the date of the Borrowing; (e) With respect to any Borrowing, if the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing exceeds $150,000,000, Lender shall have received an endorsement to the Title Policy delivered its structuring fee pursuant to Section 4.01(q) having that certain letter agreement between the effect of increasing Agent and the amount of the Title Policy to an amount that is equal to our greater than the sum of the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing; and (f) Lender shall have received prior to the First Disbursement Date confirmation of the amounts on deposit in the First Lien Proceeds Account (as defined in the Disbursement Agreement)Issuer.

Conditions to Each Borrowing. The obligation of each Lender to fund make a Loan on the first occasion of any Borrowing (in the case of (f)) and each Borrowing, if applicable (in the case of (a) – (e)) shall be is subject to satisfaction of the following conditions precedentconditions: (a) With respect at the time of and immediately after giving effect to each such Borrowing, each no Default or Event of Default shall exist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties made by Borrower of each Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) except where already qualified as to materiality) on and as of the date of the making of extent such Borrowing as if made on and as of the date of such Borrowing, except for representations and warranties expressly stated to relate to a specific an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier datedate (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects); (bc) since the date of the most recently delivered audited financial statements of the Loan Parties and their Subsidiaries, there shall have been no change which has had or would reasonably be expected to have a Material Adverse Effect; (d) the Borrowers shall have delivered the required Notices of Borrowing and, in the case of any borrowing if the Initial Term Loan after the Closing Date, the Parent Borrower shall, if requested by the Administrative Agent, provide the Administrative Agent with a customary borrowing notice, in form and detail and on terms satisfactory to the Administrative Agent; and (e) in the case of any Initial Term Loan advance to occur after the Closing Date: (i) the Administrative Agent shall have received reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred by them in connection herewith, to the extent invoiced at least one (1) Business Day prior to the date of such advance; (ii) in the case of the advance to finance the Xxxxxxx Dealership Acquisition and Xxxxxxx Real Property Acquisition, (A) a Mortgage duly executed by a Responsible Officer of LMP Greeneville RE BBCBCG, LLC, encumbering the real property that is the subject of the Xxxxxxx Real Property Acquisition, (B) a title insurance policy (or, if permitted by the Administrative Agent, a pro forma title insurance policy, to be followed by an issued title insurance policy reflecting such pro forma policy) with respect to such Mortgage encumbering the real property that is the subject of the Xxxxxxx Real Property Acquisition and (C) a favorable written opinion of counsel to the Loan Parties addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, such Mortgage and the related transactions as the Administrative Agent shall reasonably request; (iii) the Administrative Agent (or its counsel) shall have received, to be in form and substance satisfactory to the Administrative Agent, a certificate dated as of the date of such advance and signed by a Responsible Officer of the Loan Parties, certifying that (A) after giving effect to such Initial Term Loan advance and any other borrowings on such date, and the other Related Transactions occurring on such date, no Default or Event of Default shall have occurred exists and be continuing on all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), (B) since the date of the financial statements described in Section 6.4(a), there has been no change which has had or could reasonably be expected to have a (1) Material Adverse Effect or (2) to the knowledge of the Loan Parties a material adverse effect on the assets being acquired in the Post-Closing Initial Acquisition(s) being consummated on such Borrowing date and the businesses related thereto, and (C) the condition specified in clause (iv) below is satisfied as of the such date; (iv) the Post-Closing Initial Acquisition(s) in connection with which such Initial Term Loan advance is being made shall have been (or immediately after shall be) consummated substantially simultaneously with the funding of such Initial Term Loan advance on such date in material compliance with the Initial Acquisition Agreements related thereto, without giving effect to any amendment, waiver, modification, supplement or consent of or to any such BorrowingInitial Acquisition Agreement (or any exhibit or schedule thereto) without the prior written consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed; (cv) Lender the Administrative Agent (or its counsel) shall have received a fully duly executed Borrowing Request;funds disbursement agreement or direction letter, together with a report setting forth the sources and uses of the proceeds hereof, in form and substance satisfactory to the Administrative Agent, (dvi) Lender with respect to each automobile dealership being acquired in the Post-Closing Initial Acquisition(s) being consummated in connection with which such Initial Term Loan advance, either (A) a copy of a Franchise Agreement, if available, certified by a Responsible Officer of the Borrowers to be true and complete and in full force and effect, or (B) evidence of the conditional consent of the applicable manufacturer to the acquisition and operation of such dealership by a Loan Party pursuant to the applicable Post-Closing Initial Acquisition(s), and the Administrative Agent shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing), all SLS Tranche 2 Approved Funds a certificate dated as of the date of the Borrowing such advance and that all escrowed funds (other than any holdback amounts consisting of 10% signed by a Responsible Officer of the capital contribution of any Investing Member whose I-526 Petition has not yet been approvedLoan Parties as to the matters in this clause (vi); (vii) have been released a certificate, in form and substance satisfactory to SLS Lender and constitute SLS Tranche 2 Non-Approved Funds (which evidence may consist of a certification by the Borrower included in the Borrowing Request); provided that in the event the amount of the Borrowing exceeds the amount of SLS Tranche 1 Approved Funds as of Administrative Agent, dated the date of the Borrowing, then Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the Borrowing) all SLS Tranche 2 Non-Approved Funds as such advance and signed by a Responsible Officer of each of the Loan Parties, certifying that, both before and after giving effect to the funding of such Initial Term Loan advance (and any other Loans) on such date and the consummation of the Borrowingother Related Transactions occurring on such date, each Loan Party is Solvent individually and the Loan Parties are Solvent on a consolidated basis; (eviii) With respect to the extent required by the Administrative Agent, copies of duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each of the lenders (or the administrative agent thereof) of any existing Indebtedness of the sellers in the Post-Closing Initial Acquisition(s) being consummated necessary to terminate any Liens on the assets being acquired in such Post-Closing Initial Acquisition(s), together with (A) UCC-3 or other appropriate termination statements, in form and substance satisfactory to the Administrative Agent, releasing all liens of such lenders or agent upon any of the assets being acquired in such Post-Closing Initial Acquisition(s), (B) cancellations and releases releasing all Liens of such lenders or agent upon any of the real property being acquired in Post-Closing Initial Acquisition(s), and (C) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to any Borrowing, if the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing exceeds $150,000,000, Lender shall have received an endorsement to the Title Policy delivered pursuant to Section 4.01(q) having the effect of increasing the amount of the Title Policy to an amount that is equal to our greater than the sum of the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowingexisting lenders; and (fix) Lender shall have received prior to the First Disbursement Date confirmation extent required by the Administrative Agent, updated certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the amounts Loan Parties, together with updated endorsements naming the Administrative Agent as additional insured on deposit the Loan Parties’ liability insurance policies and lender’s loss payee and/or mortgagee on the Loan Parties’ property insurance and casualty insurance policies, in form and substance reasonably acceptable to the Administrative Agent and covering the property and locations being acquired in the First Lien Proceeds Account Post-Closing Initial Acquisition(s) being consummated and the related Loan Parties. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in clauses (as defined in the Disbursement Agreementa), (b) and (c) of this Section 5.2.