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 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 obligation of the Lenders each Lender to effect or permit any Borrowing make each Advance to be made by it (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; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account 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):extent required under Section 8.04;: (a) subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered to Administrative Agent in accordance with Section 2.5. (b) [Intentionally Omitted].2.03; (c) Each representation immediately before and warranty set forth after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower, the Servicer and the Equityholder contained in Article 6 is the 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 as if made on such 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 no Default, Event 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 AgentDefault, 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 Potential Servicer Removal Event 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 Servicer Removal 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; (f) the Reinvestment Period shall not have terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the Principal Collection Subaccount constituting Principal Proceeds.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the Lenders to effect or permit occasion of any Borrowing (including the first initial Acquisition Borrowing of a Term Loan and the first Borrowing initial Floor Plan Borrowing) and the obligation of a Bridge Loan) is the 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 Bank to issue Drafting Agreements shall be subject to the prior satisfaction further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of each the proceeds of such Borrowing shall constitute a representation and warranty by the following conditions to Company that on the satisfaction date of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Banksuch Borrowing such statements are true): (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 The representations and warranty set forth warranties contained in Article 6 is true VII are correct on 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, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (Bb) show no additional exceptions No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and (c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to each Title Policy be made on the same day under this Agreement, except as may otherwise be permitted hereunder (including without limitation survey exceptions for i) if such Borrowing is a Floor Plan Loan Borrowing, the Stetson I Project or aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Transmission Floor Plan Loan Commitments of all the Lenders, (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 Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Real Property InterestLoan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) except those approved by if a Letter of Credit is issued, the Administrative Agenttotal amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (Cv) shall state the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Loans advanced to dateTotal Commitments. (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 the Lenders each Lender to effect or permit any Borrowing make each Advance to be made by it (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; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account 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):extent required under Section 8.04;: (a) subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered to Administrative Agent in accordance with Section 2.5. (b) [Intentionally Omitted].2.03; (c) Each representation immediately before and warranty set forth after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower, the Servicer and the Equityholder contained in Article 6 is the 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 as if made on such 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 no Default, Event 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 AgentDefault, 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 Potential Servicer Removal Event 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 Servicer Removal 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; (f) the Reinvestment Period shall not have terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) the Maximum Facility Amount and (y) the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the Principal Collection Subaccount constituting Principal Proceeds.

Conditions Precedent to Each Borrowing. The obligation of the Lenders each Lender to effect or permit make any Loans with respect to a Current Project pursuant to a 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 (unless waived pursuant to Section 9.12(a)); provided, however, that there shall be no duplication with respect to the satisfaction of Administrative Agent, Issuing Bank conditions precedent under Sections 3.1 and 3.2 if the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders Closing Date and a Borrowing Date occur on the Issuing Bank):same Business Day: (a) Borrower shall have requested All representations and warranties of 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 Loan Parties under the Financing Documents are true and correct in all material respects on as of such date Borrowing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of such Borrowing 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). (db) No Default or Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding making of the Loans and Borrowing of such Loan. (c) Delivery to the knowledge Administrative Agent of Borrower, no Inchoate Default a Borrowing Notice in accordance with respect Section 2.1(a)(iii) and a Borrowing Base Certificate and Advance Models in accordance with Section 2.1(a)(iv). (d) All Liens contemplated to any Major Project Participant that is not an Affiliated Participant has occurred be created and is continuing or will result from the funding perfected in favor of the LoansCollateral Agent pursuant to the Collateral Documents shall have been so created, perfected and filed in the applicable jurisdictions. (e) Administrative Agent All amounts required to be paid to or deposited with any Secured Party hereunder or under any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed as a condition precedent to Section 3.1 and this Section 3.2, shall have received been paid in full (i) a continuation report and an endorsement to or shall be paid concurrently with 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 occurrence of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions or arrangements 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 payment thereof from the Loans advanced shall have been made, which arrangements shall be acceptable to datethe Agents and the Lenders. (f) Except as set forth After giving effect to such proposed Borrowing and any Watched Asset identified in Exhibit H-5 and Exhibit H-6the Borrowing Base Certificate, no material actionthe Borrower shall be in compliance with the Borrowing Base Requirements. (g) No Material Adverse Effect has occurred or is continuing since the Closing Date, suit, proceeding, Environmental Claim or investigation shall have been instituted orand, to the knowledge of Borrower’s Knowledge, threatened against Borrower, any Affiliated Participant no event or the Project, which action, suit, proceeding, Environmental Claim or investigation circumstance exists that could reasonably be expected to have result in a Material Adverse Effect. (gh) Each Financing Current Project shall (i) be a Project subject to a Subject Fund, (ii) satisfy (x) the Eligibility Representations and (y) the objective credit requirements of the applicable Subject Fund, or otherwise be identified as a Watched System in the Borrowing Base Certificate and (iii) be fully funded by the applicable Investor pursuant to the applicable Project Document, Material [***]. (i) To the extent not previously delivered to the Administrative Agent, delivery (which delivery may be made electronically through using File Transfer Protocol (FTP) or Hypertext Transfer Protocol Secure (HTTPS)) to the Administrative Agent of true, correct and complete copies of (i) each Project Document in respect of a the Subject Funds and Applicable Permit (ii) each Customer Agreement, in each case with respect to a Current Project. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (j) The requested Borrowing exceeds $5,000,000 or such lesser amount as is remaining under the Commitment. (k) No Bankruptcy Event shall be in full force and effect in accordance have occurred with its terms andrespect to SolarCity. (l) As reasonably requested by any Lender for informational purposes only, to the knowledge extent not otherwise publicly available and in possession of Borrowerthe Borrower or its Affiliates, no material defaults shall have occurred thereunder. (h) No event, condition or circumstance the Borrower has delivered to such Lender financial statements and/or credit reports with respect to a Current Project with a commercial Host Customer that could be reasonably expected to does not have a Material Adverse Effect shall have occurred and be continuingpublicly available rating from a recognized national rating agency that was current as of the date that the Customer Agreement corresponding to such Current Project was executed.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on the Lenders to effect or permit occasion of any Borrowing (including the first initial Acquisition Borrowing of a Term Loan and the first Borrowing initial Floor Plan Borrowing) and the obligation of a Bridge Loan) is the 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 Bank to issue Drafting Agreements shall be subject to the prior satisfaction further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Borrowing Request and the following statements shall be true (and the acceptance by any Borrower of each the proceeds of such Borrowing shall constitute a representation and warranty by the following conditions to Company that on the satisfaction date of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Banksuch Borrowing such statements are true): (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 The representations and warranty set forth warranties contained in Article 6 is true VII are correct on 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, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (Bb) show no additional exceptions No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and (c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to each Title Policy be made on the same day under this Agreement, except as may otherwise be permitted hereunder (including without limitation survey exceptions for i) if such Borrowing is a Floor Plan Loan Borrowing, the Stetson I Project or aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Transmission Floor Plan Loan Commitments of all the Banks, (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 Commitments of all the Banks, (iii) if such Borrowing is a Swing Line Real Property InterestLoan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) except those approved by if a Letter of Credit is issued, the Administrative Agenttotal amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Banks, and (Cv) shall state the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed 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.Total Commitments. THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the Lenders to effect or permit occasion of any Borrowing (including the first initial Acquisition Borrowing of a Term Loan and the first Borrowing initial Floor Plan Borrowing) and the obligation of a Bridge Loan) is the 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 Bank to issue 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 The 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, before and after 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 event has occurred and is continuing continuing, or will would result from such Borrowing or from the funding application of the Loans proceeds therefrom, which constitutes a Material Adverse Effect, a Default or an Event of Default and to which has not been waived or amended in accordance with the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred provisions set forth in Section 13.7; (c) Each Request for Borrowing (and is continuing or will result from the funding acceptance of the Loans. (eproceeds of such Borrowing) Administrative Agent shall have received (i) constitute a continuation report certification, representation and an endorsement to warranty by the Title Policy with respect to the Stetson II Project to 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 making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the Administrative Agent conforming to same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (including without limitation survey exceptions for ii) if such Borrowing is an Acquisition Loan Borrowing, the Stetson II Projectaggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) except those approved by if such Borrowing is a Swing Line Loan Borrowing, the Administrative Agentaggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (iiv) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitments; and (e) no party (other than Agent, Floor Plan Agent or a continuation report Lender) to any intercreditor agreement executed in 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 endorsement such dispute, contest or breach has not been waived, resolved or remedied within thirty (30) days after delivery of a notice from the Agent or the Floor Plan Agent to each Title Policy with respect to the Stetson I Project such other party 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 dateCompany. (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 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 timely received therefor a Borrowing Notice or a LC Request (TOGETHER WITH the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. 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 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 change in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 financial condition or business of Communications 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 Borrowerits Restricted Subsidiaries, any Affiliated Participant Company, or the Project, any other Guarantor which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have be 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 Event shall have occurred thereunder. occurred; (he) No event, condition no Default or circumstance that could be reasonably expected to have a Material Adverse Effect Potential Default shall have occurred and be continuing; (f) the funding of such Borrowings 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; (h) Administrative Agent shall have received, as requested, evidence that the Debt to be incurred as a result of such Borrowing has been incurred or entered into in compliance with the requirements of the Communications Bond Debt, any Exchange Debenture Indenture, and the Certificates of Designation for the Preferred Stock; and (i) 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.

Conditions Precedent to Each Borrowing. The obligation of the Lenders each Lender to effect or permit any Borrowing make Term Loans on each Credit Date (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge LoanClosing Date) is subject to the prior satisfaction by Borrower of each (or waiver) of the following further conditions precedent: (1) With respect to any Term Loan (other than the Interim Order Term Loan) that is made after the Closing Date, the Final DIP Financing Order shall have been entered by the Bankruptcy Court, each such order shall be in form and substance satisfactory to the satisfaction Required Lenders (and with respect to any provisions that affect the rights or duties of the Administrative Agent, Issuing Bank the Administrative Agent) in their sole discretion and such order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated absent the prior written consent of the Required Lenders (unless waived in writing by and with respect to amendments, modifications or supplements that affect the rights or duties of the Administrative Agent with consent of all Lenders and Agent, the Issuing Bank):Administrative Agent). (a2) The Borrower shall have requested the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to the Administrative Agent a duly executed and completed Borrowing Request in accordance with Section 2.52.02. (b3) [Intentionally Omitted]The Collateral Agent, for the benefit of the Secured Parties, shall have valid and perfected Liens on all Collateral, to the extent contemplated hereby (including, but not limited to, as contemplated by Schedule 1.01(3)), and pursuant to the other Loan Documents, including the applicable DIP Financing Order. (c4) Each representation The Loan Parties shall be in compliance in all material respects with the Interim DIP Financing Order and warranty set forth the Final DIP Financing Order, as the case may be. (5) The making of such Term Loan shall not violate any material applicable requirement of law and shall not be enjoined, temporarily, preliminarily or permanently. (6) The Loan Parties shall be in compliance in all material respects with each First Day Order and Second Day Order then in effect. (7) There shall not have occurred a Material Adverse Effect since the Closing Date. (8) The representations and warranties of the Loan Parties contained in Article 6 is III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties shall be true and correct in all respects) on and as of the Credit Date, both before and immediately after giving effect to the making of the Term Loan on such date (unless Credit Date and the application of proceeds therefrom, as though made on such representation or warranty relates solely date; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case it then such representations and warranties shall have been be true and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; provided, further, any representations and warranties of the Loan Parties in any Loan Document that refer to any schedule, exhibit or similar annex shall be in each case subject to Schedule 1.01(3). (d9) No As of the applicable Credit Date, (i) no Default or Event of Default shall exist or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will would result from the funding making of such Term Loan and the Loans application of proceeds therefrom and to (ii) the knowledge of Borrower, no Inchoate Default Borrowers shall be in pro forma compliance 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 Loanscovenant set forth in Section 6.14. (e10) The Administrative Agent shall have received a certificate, dated as of applicable Credit Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.02. (i11) a continuation report and an endorsement The Borrower shall have paid (or caused to the Title Policy with respect be paid) to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming and Lenders the fees and expenses then earned, due and payable under the Loan Documents (including, without limitation, the fees and expenses of the Lender Advisors required to be paid hereunder and under Section 14.01 of the RSA). For the avoidance of doubt, all prepetition fees of the Lender Advisors shall be paid in full pursuant to the pending disbursement requirements set forth in Exhibit D-5 terms of the RSA. (12) Each Borrowing shall be deemed to constitute a representation and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved warranty 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 Borrower on the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project issuance, amendment, extension or the Transmission Line Real Property Interest) except those approved by the Administrative Agentrenewal as applicable, 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 Effectmatters specified in this Section 4.02. (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 Each Advance to effect or permit any Borrowing be made hereunder, if any, (including the first Borrowing of a Term Loan initial Advance), and the first election of each Conduit Lender and the obligation of each other Lender, to fund, on each 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 Required Lenders (with a copy to the Administrative Agent) shall have requested the Term Loans and/or Bridge Loans pursuant to received (i) a Notice of Borrowing delivered with respect to Administrative Agent such Advance; (ii) and if such date is an Asset Acquisition Date, the related Asset Acquisition Package for the assets to be acquired from the proceeds of such Advance (including, without limitation, duly executed copies of each Intellectual Property Security Agreement then contemplated to be entered into as of the related Asset Acquisition Date), and the related Asset Acquisition Procedures shall have been complied with (including, without limitation, the filing, Doc#: US1:27042256v21 registration or recording of all additional financing statements and the registering or recording of any Intellectual Property Security Agreements necessary to ensure the Collateral Agent’s first priority perfected security interest (on behalf of the Secured Parties) in accordance with Section 2.5.the assets being acquired); (b) [Intentionally Omitted].if such Borrowing Date is an Asset Acquisition Date, (i) the Acquisition/Disposition LTV Ratio shall be less than the Maximum LTV Ratio then in effect after giving effect to such acquisition and such Advance, (ii) the DSCR (after giving pro forma effect to the proposed Borrowing) shall be equal to or greater than the Minimum DSCR and (iii) the LTV Ratio shall be less than the Maximum LTV Ratio then in effect after giving effect to such Advance, in each case, as demonstrated in the calculations attached to the applicable Notice of Borrowing; (c) Each representation if such Borrowing Date is an Asset Acquisition Date and warranty set forth an additional Loan Party is being joined on such date pursuant to Section 2.01(a) then: (i) good standing certificates with respect to each of the jurisdictions where each such additional Loan Party is organized; (ii) legal opinions (addressed to the Administrative Agent, the Lenders and their permitted assignees) of counsel to the Loan Parties covering such matters with respect to each such additional Loan Party, as any Agent or its counsel shall reasonably request, each in Article 6 form and substance substantially the same as the opinions delivered on the Closing Date or otherwise reasonably satisfactory to the Person requesting such opinion; and (iii) each such additional Loan Party shall have executed and delivered a Joinder Agreement in the form of Exhibit A. (d) if such Borrowing Date is not an Asset Acquisition Date, (i) the LTV Ratio shall be less than the Maximum LTV Ratio then in effect after giving effect to such Advance and (ii) the DSCR (after giving pro forma effect to the proposed Borrowing) shall equal or exceed the DSCR in effect immediately prior to the Borrowing (or, if the Borrowers have completed an acquisition of assets during the then-current Collection Period, the DSCR on a pro forma basis after giving effect to such acquisition of assets, in effect as of the date of the Notice of Borrowing), in each case, as demonstrated in the calculations attached to the applicable Notice of Borrowing; provided that, (x) the Aggregate Collateral Value will be calculated on a pro forma basis to exclude the Appraisal Values and Non-Appraisal Values of each Specified Music Product and (y) the Administrative Agent and each Lender will be provided evidence reasonably satisfactory to them of the Allocable Debt for each Music Product as of such date after giving effect to such Advance; (e) immediately after the making of such Advance on the applicable Borrowing Date (and the concurrent consummation of any acquisitions of assets financed by such Advance), the aggregate outstanding principal balance of the Advances (x) shall be less than or equal to the Aggregate Collateral Value at such time, as demonstrated in the calculations attached to the applicable Notice of Borrowing and (y) shall not exceed the Commitment Amount at any time; (f) each of the representations and warranties of each Loan Party contained in this Agreement and the other Facility Documents 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).; (dg) No evidence satisfactory to the Required Lenders that any necessary Borrower Liability Reserve Accounts has been established; (h) if such Borrowing Date is an Asset Acquisition Date, Lien searches pursuant to the UCC and copyright searches at the United States Copyrights Office demonstrating that the related assets to be acquired on such date are free and clear of liens; Doc#: US1:27042256v21 (i) (i) no Manager Termination Event, Unmatured Event of Default or Inchoate Event of Default with respect to any Affiliated Participant has shall have occurred and is be continuing or will result from at the funding time 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 making of such Borrowing in Advance or shall result upon 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 Agentmaking of such Advance, and (ii) a continuation report and endorsement to each Title Policy with respect the amount on deposit in the Borrower Interest Reserve Account shall be at least equal to the Stetson I Project Interest Reserve Required Amount; (j) if such Borrowing Date is an Asset Acquisition Date, all terms and conditions of each applicable Asset Transfer Agreement required to be satisfied in connection with the transfer of any asset being pledged hereunder on such Borrowing Date, including the perfection of the applicable Borrower’s and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative AgentSecured Parties’ interests therein, 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 orsatisfied in full; (k) if such Borrowing Date is an Asset Acquisition Date, the Borrowers and the Manager shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in each applicable Borrower’s right, title and interest in any additional assets being acquired by such Borrower in connection with such Borrowing Date; (l) receipt of all fees and expenses to be received by each Agent and each Lender (including fees and expenses of each Agent’s counsel) on or prior to such Borrowing Date pursuant to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant Lender Fee Letter and the BNY Fee Schedule or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to otherwise have a Material Adverse Effect.been received; (gm) Each Financing Documentevidence satisfactory that after giving pro forma effect to such Advance, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge outstanding principal amount of Borrower, no material defaults shall have occurred thereunder.all Advances does not exceed 57.5% of the Aggregate Collateral Value; (hn) No eventif such Borrowing Date is an Asset Acquisition Date, condition evidence satisfactory to each Lender that the Minimum Equity Payment for the Music Products being acquired on such Asset Acquisition Date has been funded by the Equity Holders of the applicable Borrower; and (o) an officer’s certificate from the Lead Borrower stating that all conditions precedent under this Section 3.03 have been satisfied or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuingwaived.

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 conditions stated in SECTION 7.1 and SECTION 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank such Borrowing or issuance (and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bankafter giving effect thereto): (a) Borrower Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to timely received therefor a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. Notice; (b) [Intentionally Omitted]. (c) Each representation all of the representations and warranty warranties of any Company set forth in Article 6 is the Loan Documents are 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 except to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant extent 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) the representations and warranties speak to a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the specific 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 or (ii) a continuation report the facts on which such representations and endorsement to each Title Policy with respect to warranties are based have been changed by transactions contemplated or permitted by the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing Loan Documents); (c) no change 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 financial condition or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount business 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, Companies which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have be 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 Event shall have occurred thereunder. occurred; (hd) No event, condition no Default or circumstance that could be reasonably expected to have a Material Adverse Effect 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 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 delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that, as of the Borrowing Date, 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, 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.

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 on the first Borrowing Closing Date), of the Issuing Bank to issue a Term Loan Letter of Credit and of the first Borrowing of Swingline Lender to make a Bridge Loan) is Swingline Advance shall be subject to the prior satisfaction by Borrower further conditions precedent that on the date of such Borrowing, Letter of Credit issuance or Swingline Advance, the following statements shall be true (and each of the following conditions to giving of the satisfaction applicable Notice of Administrative Agent, Issuing Bank Borrowing or Request for Issuance and the Lenders (unless waived in writing acceptance by Administrative Agent with consent the Borrower of all Lenders the proceeds of such Borrowing or Swingline Advance or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Issuing BankBorrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true): (a) Borrower the Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to received a Notice of Borrowing delivered with respect to Administrative Agent such Borrowing or Swingline Advance (with a copy to the Swingline Lender, in accordance the case of a Swingline Advance) as required by Section 2.02(A) or the Issuing Bank shall have received a Request for Issuance with respect to such Letter of Credit issuance as required by Section 2.52.10. (b) [Intentionally Omitted].immediately after such Borrowing or Letter of Credit issuance or Swingline Advance, the aggregate outstanding principal amount of all Revolving Facility Advances, Swingline Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments and the aggregate outstanding principal amount of all Swingline Advances will not exceed the Swingline Commitment; (c) Each representation the representations and warranty set forth warranties contained in Article 6 is true this Agreement, the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are correct in all material respects on and as of the date of such date (unless Borrowing, Swingline Advance or Letter of Credit issuance, before and after giving effect to such representation Borrowing, Swingline Advance or warranty relates solely Letter of Credit issuance, and to an earlier datethe application of the proceeds therefrom, in which case it shall have been true as though made on and correct in all material respects as of such earlier date).; (d) No no event shall have occurred and be continuing, or would result from such Borrowing or Letter of Credit issuance or Swingline Advance, or from the application of the proceeds therefrom, which constitutes a Default or an 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.Default; (e) if such Borrowing, Letter of Credit issuance or Swingline Advance is to be secured, directly or indirectly, by any "MARGIN STOCK" (within the meaning of Regulation G or Regulation U), 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 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 duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Stetson II Project) except those approved by Issuing Bank or for the Administrative AgentSwingline Lender, as the case may be, and (ii) a continuation report duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and endorsement to each Title Policy with respect to accepted by a duly authorized representative of the Stetson I Project and applicable Lender, the Transmission Line Real Property Interests to Issuing Bank or the date of such Borrowing in Swingline Lender, as the form reasonably approved by case may be; and (f) 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 Issuing Bank in the case of a Letter of Credit issuance, shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent, and (C) shall state the amount of the Loans advanced to dateAgent may reasonably request. (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 on the first Borrowing of Closing Date and including a Term Loan A Borrowing on the Bridge Facility Refinancing Date), of the Issuing Bank to issue a Letter of Credit and of the first Borrowing of Swingline Lender to make a Bridge Loan) is Swingline Advance shall be subject to the prior satisfaction by Borrower further conditions precedent that on the date of such Borrowing, Letter of Credit issuance or Swingline Advance, the following statements shall be true (and each of the following conditions to giving of the satisfaction applicable Notice of Administrative Agent, Issuing Bank Borrowing or Request for Issuance and the Lenders (unless waived in writing acceptance by Administrative Agent with consent the Borrower of all Lenders the proceeds of such Borrowing or Swingline Advance or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Issuing BankBorrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true): (a) Borrower the Administrative Agent shall have requested the Term Loans and/or Bridge Loans pursuant to received a Notice of Borrowing delivered with respect to Administrative Agent such Borrowing or Swingline Advance (with a copy to the Swingline Lender, in accordance the case of a Swingline Advance) as required by Section 2.02(a) or the Issuing Bank shall have received a Request for Issuance with ------- respect to such Letter of Credit issuance as required by Section 2.5.2.10. ---- (b) [Intentionally Omitted].immediately after such Borrowing or Letter of Credit issuance or Swingline Advance, the aggregate outstanding principal amount of all Revolving Advances, Swingline Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments and the aggregate outstanding principal amount of all Term Loan A Advances will not exceed the Term Loan A Commitment and the aggregate outstanding principal amount of all Swingline Advances will not exceed the Swingline Commitment; (c) Each representation the representations and warranty set forth warranties contained in Article 6 is true this Agreement, the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are correct in all material respects on and as of the date of such date (unless Borrowing, Swingline Advance or Letter of Credit issuance, before and after giving effect to such representation Borrowing, Swingline Advance or warranty relates solely Letter of Credit issuance, and to an earlier datethe application of the proceeds therefrom, in which case it shall have been true as though made on 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 no event shall have occurred and is continuing be continuing, or will would result from such Borrowing or Letter of Credit issuance or Swingline Advance, 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.which constitutes a Default; (e) if such Borrowing, Letter of Credit issuance or Swingline Advance is to be secured, directly or indirectly, by any "margin stock" (within the meaning of Regulation U), 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 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 duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Stetson II Project) except those approved by Issuing Bank or for the Administrative AgentSwingline Lender, as the case may be, and (ii) a continuation report duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and endorsement to each Title Policy with respect to accepted by a duly authorized representative of the Stetson I Project and applicable Lender, the Transmission Line Real Property Interests to Issuing Bank or the date of such Borrowing in Swingline Lender, as the form reasonably approved by case may be; and (f) 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 Issuing Bank in the case of a Letter of Credit issuance, shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent, and (C) shall state the amount of the Loans advanced to dateAgent may reasonably request. (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, 7.2, and 7.3, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, 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 Bank): after giving effect thereto): (a) Borrower Administrative Agent shall have requested timely received therefor a Borrowing Notice or a LC Request (together with the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5. applicable LC Agreement), as the case may be; (b) [Intentionally Omitted]. Administrative Agent shall have timely received, as applicable, the LC fees provided for in SECTION 5.4; (c) Each representation all of the representations and warranty warranties of each Company 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 change in the financial condition or business of any Company which could be a Material Adverse Event of Default or Inchoate Default with respect to any Affiliated Participant has shall have occurred and is continuing or will result from since the funding date of the Loans and Current Financials delivered by Borrower to the knowledge of Borrower, no Inchoate Default with respect Lenders pursuant to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding SECTION 7.2 of the Loans. Credit Agreement; (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) the funding of such Borrowings and issuance of such LC, as the case may be, are permitted by Law; and (g) 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 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.