Common use of Procedure for Advances Clause in Contracts

Procedure for Advances. (a) The Administrative Borrower shall request an Advance by delivery of a Notice of Borrowing to the Administrative Agent, with a copy to the Servicer, for Advances in Dollars, no later than 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Majority Lenders). Each Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and certify as to the following: (i) the amount of such Advance, which must be at least equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance (which must be a Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferred; and (v) all conditions precedent for such Advance described in Article III have been satisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (x) the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3

Procedure for Advances. (a) The Administrative Borrower shall request an Advance by delivery of a Notice of Borrowing Subject to the Administrative Agentterms and conditions of this Agreement, with a copy Lender will make Advances on the Loan at any time and from time to time during the Initial Revolving Credit Period (and the First Extended Revolving Credit Period and Second Extended Revolving Credit Period, as applicable, if the Initial Maturity Date of the Loan is extended pursuant to the Servicer, for Advances in Dollars, no later than 2:00 p.m. three terms of Section 2.01) upon timely prior written notice signed by an Authorized Individual (3“Borrowing Notice”) U.S. Government Securities Business Days prior from Borrower to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Majority Lenders). Each Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and certify as to the following: Lender (i) specifying (A) the desired amount of such the Advance, which must be at least equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; and (iiB) the proposed date of such Advance (on which must be a Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferredmade available to Borrower, which must be a Business Day; and (vii) if the aggregate total of the Down Payments with respect to all conditions precedent Eligible Vehicles then financed hereunder is less than $20 million, stating the balance in the Capitalization Account. Such Borrowing Notice shall be in the form of the notice attached hereto as Exhibit B and shall be accompanied by invoices, the amortization schedules determined in accordance with Section 2.01(a) and 2.01(c) for the Advance for each Eligible Vehicle financed with such Advance described and other supporting documentation reasonably acceptable to Lender evidencing Borrower’s intended use of such funds for the purposes set forth in Article III have been satisfied or waived, as applicableSection 2.08 of this Agreement. Each Borrowing Notice must be received by Lender no later than Noon (bEastern time) Promptly upon receipt of a Notice of Borrowing, five Business Days prior to the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make date on which the Advance on is to be made. Subject to the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (x) the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause Agreement, provided that Lender has received the Borrowing Notice, Lender shall (bunless Lender determines in its sole discretion that any applicable condition specified herein has not been satisfied) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice pay to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which Borrower the proceeds of such Borrowing should be transferred in same day funds Advance by promptly wiring crediting the amounts so received, in like funds, to an account designated in the applicable Notice amount of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on seller of the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which notification may be by email) by Eligible Vehicle financed with such Advance not later than 5:00 3:00 p.m. (Eastern Time) on the Closing Date that it has not received such funds pursuant to the Notice of Business Day specified in said Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3Notice.

Procedure for Advances. At least five (5) Business Days before the requested date of each advance (except for the initial advance hereunder), Borrower shall deliver to Administrative Agent a completed Draw Request Package in the form of Exhibit B. Borrower shall be entitled to an advance only in an amount approved by Administrative Agent in accordance with the terms of this Agreement and the Loan Documents. Administrative Agent shall not be required to make advances more frequently than once each calendar month. Administrative Agent shall, only upon the satisfaction (in the reasonable opinion of Administrative Agent) of all applicable conditions of this Agreement and the Loan Documents, make the requested advance to Borrower within one (1) Business Day after such satisfaction. Submission of a Draw Request Package to Administrative Agent shall constitute a certification by Borrower to Administrative Agent that on the date thereof (a) The Administrative Borrower shall request an Advance by delivery of a Notice of Borrowing to all representations and warranties contained in the Administrative AgentLoan Documents are true and correct in all material respects, with a copy to the Servicer, for Advances in Dollars, no later than 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Majority Lenders). Each Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and certify as to the following: (i) the amount of such Advance, which must be at least equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance (which must be a Business Day); (iiib) no Event of Default or Market Trigger Event has occurred Potential Default exists, (c) all conditions herein to the advance, whether or not evidence thereof is required by Administrative Agent, are satisfied (except to the extent specifically waived by Administrative Agent), (d) the AIA Document G-702 and is continuing as of G-703 forms executed by each Contractor and approved by the date of Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the Notice of Borrowing or will occur from such Advance; Draw Request are complete and correct, and in all material respects what they purport and appear to be for the amount and period applicable to the Draw Request, (ive) detailed wire instructions as all advances previously made to where Borrower were disbursed, and the proceeds of such Advance are to the advance requested in the Draw Request will immediately be deposited or transferred; and (v) all conditions precedent disbursed, for such Advance described in Article III have been satisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders payments of the requested Advance. The Lenders shall make costs and expenses specified in the Advance on the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent Phase 1 Budget or the ServicerBudget, as applicable, from for which the Administrative advances were made, and for no other purpose, (f) after the advance, all obligations for work and other costs heretofore incurred by Borrower in accordance connection with the Notice Project and which are due and payable will be fully paid and satisfied and (g) any unadvanced portion of Borrowingthe Loan to which Borrower is entitled, make available to plus the portions of the Phase 1 Aggregate Cost (x) before the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicableSyndication Event) or the Aggregate Cost (after the Syndication Event), as applicable, that are to be paid by Borrower from other funds that, to Administrative Agent (if clause (y) of this clause (b) 's satisfaction, are available, set aside and committed, is or will be sufficient to pay the actual unpaid Phase 1 Aggregate Cost or the Aggregate Cost, as applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3.

Procedure for Advances. (a) The Administrative Borrower shall request an Advance by delivery of give each Lender, the Security Agent and the Administrative Agent a Notice of Borrowing to the Administrative Agent, with a copy to the Servicer, for Advances in Dollars, Advance no later than 2:00 p.m. 12:00 noon (New York time) three (3) U.S. Government Securities Business Days prior to any proposed Funding Date. The Borrower agrees that any Notice of Advance given to each Lender and the proposed date Administrative Agent pursuant to this Section 2.3.1 shall be substantially in the form of Exhibit B hereto. Each Advance to be made by the Lenders shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000 or the unused amount of the applicable Commitment. On or before 11:00 a.m. (New York time) on such Advance (Funding Date each Lender shall apply or make such shorter period of time agreed funds available to by the Security Agent to be applied as set forth in Section 4.10 and promptly notify the Administrative Agent and the Majority Lenders)Security Agent of such funding. Each Obligor hereby authorizes the Administrative Agent, at any time and in its sole discretion, to give each Lender a notice of Advance (the “Special Notice of Borrowing must be accompanied by a duly completed Borrowing Base Certificate Advance”) no later than 1:00 p.m. (updated New York time) three (3) Business Days prior to the date such Advance is requested and giving pro forma effect any proposed Funding Date to the Advance requested and the use of the proceeds thereof) and certify pay accrued but unpaid interest on all Advances then outstanding, fees, any Construction Contract Payment as to which an Advance has not been requested hereunder, accrued but unpaid interest on all Class A Member Subordinated Indebtedness then outstanding, expenses and other charges of any Obligor from time to time arising under this Agreement or any other Operative Agreement (whether or not the following: (i) the amount of such Advance, which must be at least equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance (which must be a Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferred; and (v) all conditions precedent for such Advance described in Article III have been satisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 12:00 p.m., on the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article IIIV are satisfied (and upon funding of any such Advance the parties hereto agree and acknowledge that (a) any condition precedent set forth in Article V in respect of such Advance which has not met shall be deemed waived, (b) no representation or warranty by any Obligor shall be made or deemed made as a result of the borrowing of such Advance and (c) no Default or Event of Default shall be deemed to occur as a result of such borrowing). On or before 11:00 a.m. (New York time) on the Funding Date specified in the Special Notice of Advance, each Lender shall, in accordance with instructions received by shall transfer to the Administrative Security Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (x) the Co‐Borrowers or (y) the Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, funds in an amount equal to such Lender’s Pro Rata Share Percentage of the Advances of the requested Borrowing. No Lender’s obligation to make any Advance shall be affected by any other Lender’s failure to make any Advance. It being understood and agreed that the Borrower has requested the first Advance in the aggregate amount of $12,000,000 to be made on the Closing Date and the Notice of Advance to be delivered prior to or on the Closing Date with respect to such Advance, by payment into Advance shall be deemed to be delivered in compliance with the account which the Administrative Borrower (if clause (x) foregoing provisions of this clause (b) is applicable) Agreement. Proceeds of Advances, and other payments hereunder or under the Administrative Agent (if clause (y) of this clause (b) is applicable)other Loan Documents, most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers made on the Closing Date, then unless Administrative Borrower has notified shall be made and distributed in accordance with the Administrative Agent flow of funds memorandum referenced in writing (which notification may be by emailSchedule 3.3(b) by not later than 5:00 p.m. on of the Closing Date that it has not received such funds pursuant to the Notice of Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3JV Agreement.