Common use of Conditions to Each Borrowing Clause in Contracts

Conditions to Each Borrowing. In addition to the conditions precedent noted above, each borrowing under the Bridge Facility shall be subject to further customary conditions to closing for financings of this type, including, without limitation, the following: (a) since the date of the RSA Execution Date, there shall have been no event, development or circumstance that has had, or would reasonably be expected to have, a material adverse effect (to be defined in a manner consistent with the Documentation Principles); (b) the representations and warranties of each Bridge Facility Loan Party set forth in the Bridge Facility Credit Agreement and in each other Bridge Facility Document shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) no Default or Event of Default shall exist or would result from the borrowing or from the application of the proceeds therefrom; (d) the RSA shall have been executed and be in full force and effect and no breach, termination event, default or event of default shall have occurred and be continuing thereunder; (e) the APA Agreement Date shall have occurred and, solely to the extent the APA Execution Date has occurred, no breach, termination event, default or event of default shall have occurred and be continuing under the APA; (f) compliance with the Milestones; (g) the delivery of Updated Budgets (as defined below) and compliance certifications as set forth herein; and (h) pro forma compliance with the Liquidity Covenant (after giving effect to the initial borrowing on the Bridge Facility closing date); (i) compliance with the Approved Budget, including with respect to the amount and timing of each borrowing under the Bridge Facility, and the other Budget and Variance Covenants;

Conditions to Each Borrowing. In addition The obligation of Lender to fund the conditions precedent noted abovefirst Borrowing (in the case of (f)) and each Borrowing, each borrowing under if applicable (in the Bridge Facility case of (a) – (e)) shall be subject to further customary following conditions to closing for financings of this type, including, without limitation, the following: precedent: (a) since the date With respect to each Borrowing, each of the RSA Execution Date, there shall have been no event, development or circumstance that has had, or would reasonably be expected to have, a material adverse effect (to be defined in a manner consistent with the Documentation Principles); (b) the representations and warranties of each Bridge Facility made by Borrower in or pursuant to the Loan Party set forth in the Bridge Facility Credit Agreement and in each other Bridge Facility Document Documents shall be true and correct in all material respects (except where already qualified as to materiality) on and as of the date of the making of such date Borrowing as if made on and as of the date of such dateBorrowing, except to the extent such for representations and warranties expressly stated to relate to an a specific earlier date, in which case they such representations and warranties shall be true and correct in all material respects only as of such earlier date; provided, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct ; (after giving effect to any qualification therein) in all respects on such respective dates; (cb) no Default or Event of Default shall exist or would result from the borrowing or from the application of the proceeds therefrom; (d) the RSA shall have been executed and be in full force and effect and no breach, termination event, default or event of default shall have occurred and be continuing thereunder; (e) on the APA Agreement Date shall have occurred and, solely to the extent the APA Execution Date has occurred, no breach, termination event, default date of on such Borrowing or event of default shall have occurred and be continuing under the APA; (f) compliance with the Milestones; (g) the delivery of Updated Budgets (as defined below) and compliance certifications as set forth herein; and (h) pro forma compliance with the Liquidity Covenant (immediately after giving effect to such Borrowing; (c) Lender shall have received a fully executed Borrowing Request; (d) Lender shall have received evidence that SLS Lender has disbursed (or will disburse contemporaneously with the initial borrowing on Borrowing), all SLS Tranche 2 Approved Funds as of the Bridge Facility closing datedate of the Borrowing and that all escrowed funds (other than any holdback amounts consisting of 10% of the capital contribution of any Investing Member whose I-526 Petition has not yet been approved) have been released to SLS Lender and constitute SLS Tranche 2 Non-Approved Funds (which evidence may consist of a certification by the Borrower included in the Borrowing Request); provided that in the event the amount of the Borrowing exceeds the amount of SLS Tranche 1 Approved Funds as of the date of the Borrowing, then Lender shall have received evidence that SLS Lender has disbursed (i) compliance or will disburse contemporaneously with the Borrowing) all SLS Tranche 2 Non-Approved Budget, including with Funds as of the date of the Borrowing; (e) With respect to any Borrowing, if the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing exceeds $150,000,000, Lender shall have received an endorsement to the Title Policy delivered pursuant to Section 4.01(q) having the effect of increasing the amount and timing of each borrowing under the Bridge Facility, and Title Policy to an amount that is equal to our greater than the other Budget and Variance Covenants;sum of the aggregate principal amount outstanding of all prior Borrowings plus the requested amount of such Borrowing; and (f) Lender shall have received prior to the First Disbursement Date confirmation of the amounts on deposit in the First Lien Proceeds Account (as defined in the Disbursement Agreement).

Conditions to Each Borrowing. In addition Each Working Capital Facility Borrowing and each Construction Facility Borrowing is subject to satisfaction of each of the conditions precedent noted above, each borrowing under the Bridge Facility shall be subject to further customary conditions to closing for financings of this type, including, without limitation, the following: set forth below: (a) since the date of the RSA Execution Date, there shall have been no event, development No circumstance or circumstance event that has had, or would could reasonably be expected to have, have a material adverse effect (to Material Adverse Effect shall have occurred and be defined in a manner consistent with the Documentation Principles); continuing. (b) All Governmental Approvals, including EHS Permits, that were not obtained by the Borrower, CFE, any Principal Subcontractor, any subcontractor to any Principal Subcontractor or any service provider to any Principal Subcontractor, as the case may be, prior to the Initial Closing Date but that are required to be obtained or are obtainable prior to the date of such Borrowing (except, prior to the Construction Facility Closing Date, for the Designated Jalisco Permit), have been duly obtained and all such Governmental Approvals, whether obtained prior to, on or following the Initial Closing Date, are in full force and effect. (c) All of the Transaction Documents and each other agreement, instrument and other document to be executed and delivered with respect to the Project on or prior to the effecting of such Borrowing have been delivered hereunder and under each other Financing Document and are in full force and effect. (d) The representations and warranties contained in Section 5.01 of this Common Agreement and of the Borrower contained in the other Transaction Documents are true and correct and the Borrower is in full compliance with the covenants contained in Article VI of this Common Agreement on and as of the Initial Closing Date and the date of such Borrowing, before and after giving effect to such Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date or, if such representation or warranty relates to an earlier date, as of such earlier date. (e) To the best of the Borrower's knowledge, the representations and warranties of each Bridge Facility Loan Party set forth party to a Transaction Document (other than the Borrower) contained in the Bridge Facility Credit Agreement and in each other Bridge Facility Document shall be Transaction Documents are true and correct in all material respects on and as of the Initial Closing Date and the date of such Borrowing, before and after giving effect to such Borrowing, and to the application of proceeds therefrom, as though made on and as of such date as or, if made on and as of such date, except to the extent such representations and warranties expressly relate representation or warranty relates to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, . (f) There has been no proposed or threatened change in or modification of any applicable Law that any representation in the reasonable opinion of the Intercreditor Agent could be expected to be adopted and warranty that is qualified as to “materiality”, “have a Material Adverse Effect” . (g) No Default (other than any event or similar language shall be true and correct (after giving effect condition that, with the passing of time, would constitute a Contractor PWC Event of Default but only to any qualification thereinthe extent that such event or condition does not yet constitute a Contractor PWC Event of Default) in all respects on such respective dates; (c) no Default or Event of Default shall exist has occurred and is continuing, or would result from the borrowing effecting of such Borrowing or from the application of the proceeds therefrom; (d) the RSA shall have been executed and be in full force and effect and no breach, termination event, default or event of default shall have occurred and be continuing thereunder; (e) the APA Agreement Date shall have occurred and, solely to the extent the APA Execution Date has occurred, no breach, termination event, default or event of default shall have occurred and be continuing under the APA; (f) compliance with the Milestones; (g) the delivery of Updated Budgets (as defined below) and compliance certifications as set forth herein; and thereof. (h) pro forma compliance with The Intercreditor Agent shall have received an EHS Report from the Liquidity Covenant Environmental Consultant dated not more than ninety (after giving effect 90) days prior to the initial borrowing on the Bridge Facility closing date); date of such Borrowing. (i) compliance with the Approved Budget, including Except with respect to any Working Capital Facility Borrowing to occur no later than sixty (60) days following the amount Signing Date, the Intercreditor Agent shall have received, no later than three (3) Business Days prior to such Borrowing, copies of the Monthly Report (including CFE recognition of the same) describing progress in Work during the calendar month that is two (2) months immediately preceding the calendar month in which such Borrowing is to be made and timing a certificate of each borrowing under a Representative of the Bridge FacilityBorrower stating that all such copies are true, correct and the other Budget and Variance Covenants;complete.

Conditions to Each Borrowing. In addition to the The following shall be conditions precedent noted aboveto any funding by the Lender on each Funding Date (which conditions must be satisfied no later than 2:00 p.m. New York City time on the Business Day immediately preceding such Funding Date; by accepting the proceeds of any Borrowing on any Funding Date, each borrowing under the Bridge Facility all Issuers shall be subject deemed to further customary represent and warrant that all such conditions to closing for financings of this type, including, without limitation, the following: (other than as set forth in clauses g(vii) and (m) below) are satisfied on such date): (a) since the date of the RSA Execution Date, there The applicable Co-Issuers shall have been no event, development or circumstance that has had, or would reasonably be expected timely delivered a Borrowing Notice pursuant to have, a material adverse effect (to be defined in a manner consistent with the Documentation Principles); subsection 2.1(c) hereof. (b) the The representations and warranties of each Bridge Facility Loan Party the Issuer and the applicable Co-Issuers as set forth in each of the Bridge Facility Credit Agreement and in each other Bridge Facility Document Transaction Documents shall be true and correct in all material respects on the date of such Borrowing as though made on and as of such date as if made on and as of (except where such date, except representation or warranty specifically relates to the extent such representations and warranties expressly relate to an any earlier date, in which case they such representation and warranty shall be have been true and correct in all material respects as of such earlier date; provided, that any representation ). (c) Both immediately prior to and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) no Default or Event of Default shall exist or would result from the borrowing or from Borrowing and the application of the proceeds therefrom; thereof as provided herein and in the Security Agreement, the Outstanding Note Balance of the Notes shall not exceed the Borrowing Base. (d) The ratio of each Borrowing to the RSA Net Cash Flow of the related Assets shall have been executed be no greater than 5.00:1.00. (e) The collateral pledged to secure the Note issued in connection with the Borrowing must include Trademarks, Licenses and be in full force and effect and no breach, termination event, default other agreements monetizing the Trademarks. (f) No Funding Termination Event or event that with the giving of default notice or lapse of time or both would constitute a Funding Termination Event shall have occurred and be continuing thereunder; continuing. (eg) the APA Agreement Date The Agent shall have occurred andreceived: (i) Evidence that the customary financing statements and other documents have been, solely or will be, filed in all jurisdictions that the Lender may deem necessary or desirable (but only to the extent the APA Execution Date has occurred, no breach, termination event, default or event of default shall have occurred and be continuing required under the APASecurity Agreement) in order to perfect the ownership and security interests contemplated by the Security Agreement and this Agreement; (ii) Acknowledgment copies of proper termination statements, if any, necessary to release all security interests and other rights of any Person in the Collateral other than those of the Issuers and the Agent; (iii) Executed copies of the Joinder Supplement and the Security Agreement Supplement related to such Borrowing; (iv) Evidence that the related Co-Issuer Collection Accounts and the related Co-Issuer Lockbox Accounts have been established and are subject to control agreements satisfactory to the Agent; (v) Favorable opinion or opinions of counsel to the Issuer, dated the applicable Funding Date, in form and substance satisfactory to the Agent; (vi) Favorable opinion or opinions of counsel to the applicable Co-Issuers, dated the applicable Funding Date, in form and substance satisfactory to the Agent; (vii) Evidence satisfactory to the Agent that the applicable Co-Issuers have good title to the Assets pledged under the Security Agreement free and clear of any liens; and (fviii) compliance Any other documentation required by the Agent in connection with the Milestones; (g) the delivery of Updated Budgets (as defined below) and compliance certifications as set forth herein; and such Borrowing. (h) pro forma compliance with The Notes have been duly executed by the Liquidity Covenant (after giving effect to the initial borrowing on the Bridge Facility closing date); applicable Co-Issuers. (i) compliance There has not been any change, or any development or event involving a prospective change in the condition (financial or otherwise), business properties or results of operations of the Issuer or the applicable Co-Issuers which, in the judgment of the Agent, is material and adverse and makes it impractical or inadvisable to proceed with the Approved Budgetconsummation of the transactions contemplated by this Agreement or the Transaction Documents. (j) The Co-Issuer Collection Accounts, including the Co-Issuer Prepaid Fee and Royalty Accounts and the Co-Issuer Priority and Non-Distributable Amounts Accounts have been established; and all Obligors have been directed to make payments of their Receivables to the applicable Co-Issuer Collection Account or Co-Issuer Lockbox Account. (k) No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by this Agreement or the Transaction Documents. (l) All conditions specified in the Security Agreement with respect to such Borrowing shall have been satisfied. (m) The Lender shall have completed its due diligence review of the amount acquisition of Assets in connection with which the Issuer and timing of each borrowing under the Bridge Facilityapplicable Co-Issuers are seeking the requested Borrowing and the Lender shall have received all requisite internal management and credit committee approvals, it being understood that the Lender shall, in good faith, seek such approvals (but shall not be obligated to grant the same) and such approvals will be sought by the Lender on a Borrowing-by-Borrowing basis, and may take into consideration, among other things, performance and value of existing Assets of the other Budget Co-Issuers and Variance Covenants;the Issuer. (n) The Agent shall have received payment in respect of its structuring fee pursuant to that certain letter agreement between the Agent and the Issuer.

Conditions to Each Borrowing. In addition The obligation of each Lender to make a Loan on the conditions precedent noted above, each borrowing under the Bridge Facility shall be occasion of any Borrowing is subject to further customary conditions to closing for financings satisfaction of this type, including, without limitation, the following: following conditions: (a) since at the date time of the RSA Execution Dateand immediately after giving effect to such Borrowing, there no Default or Event of Default shall have been no event, development or circumstance that has had, or would reasonably be expected to have, a material adverse effect (to be defined in a manner consistent with the Documentation Principles); exist; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Bridge Facility Loan Party set forth in the Bridge Facility Credit Agreement and in each other Bridge Facility Document Loan Documents shall be true and correct in all material respects on (other than those representations and as of warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such date as if made on representations and as of such date, warranties shall be true and correct in all respects) except to the extent such representations and warranties expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, date (other than those representations and warranties that any representation and warranty that is are expressly qualified as to “materiality”, “by a Material Adverse Effect” Effect or similar language other materiality, in which case such representations and warranties shall be true and correct in all respects); (c) since the date of the most recently delivered audited financial statements of the Loan Parties and their Subsidiaries, there shall have been no change which has had or would reasonably be expected to have a Material Adverse Effect; (d) the Borrowers shall have delivered the required Notices of Borrowing and, in the case of any borrowing if the Initial Term Loan after the Closing Date, the Parent Borrower shall, if requested by the Administrative Agent, provide the Administrative Agent with a customary borrowing notice, in form and detail and on terms satisfactory to the Administrative Agent; and (e) in the case of any Initial Term Loan advance to occur after the Closing Date: (i) the Administrative Agent shall have received reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred by them in connection herewith, to the extent invoiced at least one (1) Business Day prior to the date of such advance; (ii) in the case of the advance to finance the ▇▇▇▇▇▇▇ Dealership Acquisition and ▇▇▇▇▇▇▇ Real Property Acquisition, (A) a Mortgage duly executed by a Responsible Officer of LMP Greeneville RE BBCBCG, LLC, encumbering the real property that is the subject of the ▇▇▇▇▇▇▇ Real Property Acquisition, (B) a title insurance policy (or, if permitted by the Administrative Agent, a pro forma title insurance policy, to be followed by an issued title insurance policy reflecting such pro forma policy) with respect to such Mortgage encumbering the real property that is the subject of the ▇▇▇▇▇▇▇ Real Property Acquisition and (C) a favorable written opinion of counsel to the Loan Parties addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, such Mortgage and the related transactions as the Administrative Agent shall reasonably request; (iii) the Administrative Agent (or its counsel) shall have received, to be in form and substance satisfactory to the Administrative Agent, a certificate dated as of the date of such advance and signed by a Responsible Officer of the Loan Parties, certifying that (A) after giving effect to such Initial Term Loan advance and any qualification therein) in all respects other borrowings on such respective dates; (c) date, and the other Related Transactions occurring on such date, no Default or Event of Default exists and all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), (B) since the date of the financial statements described in Section 6.4(a), there has been no change which has had or could reasonably be expected to have a (1) Material Adverse Effect or (2) to the knowledge of the Loan Parties a material adverse effect on the assets being acquired in the Post-Closing Initial Acquisition(s) being consummated on such date and the businesses related thereto, and (C) the condition specified in clause (iv) below is satisfied as of the such date; (iv) the Post-Closing Initial Acquisition(s) in connection with which such Initial Term Loan advance is being made shall exist have been (or would result from shall be) consummated substantially simultaneously with the borrowing funding of such Initial Term Loan advance on such date in material compliance with the Initial Acquisition Agreements related thereto, without giving effect to any amendment, waiver, modification, supplement or from consent of or to any such Initial Acquisition Agreement (or any exhibit or schedule thereto) without the application prior written consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed; (v) the Administrative Agent (or its counsel) shall have received a duly executed funds disbursement agreement or direction letter, together with a report setting forth the sources and uses of the proceeds therefrom; hereof, in form and substance satisfactory to the Administrative Agent, (dvi) with respect to each automobile dealership being acquired in the RSA shall have been executed Post-Closing Initial Acquisition(s) being consummated in connection with which such Initial Term Loan advance, either (A) a copy of a Franchise Agreement, if available, certified by a Responsible Officer of the Borrowers to be true and be complete and in full force and effect effect, or (B) evidence of the conditional consent of the applicable manufacturer to the acquisition and no breachoperation of such dealership by a Loan Party pursuant to the applicable Post-Closing Initial Acquisition(s), termination event, default or event of default and the Administrative Agent shall have occurred received a certificate dated as of the date of such advance and be continuing thereunder; (e) signed by a Responsible Officer of the APA Agreement Date shall have occurred and, solely Loan Parties as to the extent matters in this clause (vi); (vii) a certificate, in form and substance satisfactory to the APA Execution Date has occurredAdministrative Agent, no breachdated the date of such advance and signed by a Responsible Officer of each of the Loan Parties, termination eventcertifying that, default or event of default shall have occurred both before and be continuing under the APA; (f) compliance with the Milestones; (g) the delivery of Updated Budgets (as defined below) and compliance certifications as set forth herein; and (h) pro forma compliance with the Liquidity Covenant (after giving effect to the initial borrowing funding of such Initial Term Loan advance (and any other Loans) on such date and the consummation of the other Related Transactions occurring on such date, each Loan Party is Solvent individually and the Loan Parties are Solvent on a consolidated basis; (viii) to the extent required by the Administrative Agent, copies of duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each of the lenders (or the administrative agent thereof) of any existing Indebtedness of the sellers in the Post-Closing Initial Acquisition(s) being consummated necessary to terminate any Liens on the Bridge Facility closing dateassets being acquired in such Post-Closing Initial Acquisition(s); , together with (iA) compliance with the Approved BudgetUCC-3 or other appropriate termination statements, including with respect in form and substance satisfactory to the amount Administrative Agent, releasing all liens of such lenders or agent upon any of the assets being acquired in such Post-Closing Initial Acquisition(s), (B) cancellations and timing releases releasing all Liens of each borrowing under such lenders or agent upon any of the Bridge Facilityreal property being acquired in Post-Closing Initial Acquisition(s), and (C) any other releases, terminations or other documents reasonably required by the other Budget Administrative Agent to evidence the payoff of Indebtedness owed to any existing lenders; and (ix) to the extent required by the Administrative Agent, updated certificates of insurance, in form and Variance Covenants;detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, together with updated endorsements naming the Administrative Agent as additional insured on the Loan Parties’ liability insurance policies and lender’s loss payee and/or mortgagee on the Loan Parties’ property insurance and casualty insurance policies, in form and substance reasonably acceptable to the Administrative Agent and covering the property and locations being acquired in the Post-Closing Initial Acquisition(s) being consummated and the related Loan Parties. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in clauses (a), (b) and (c) of this Section 5.2.