Common use of Conditions Precedent to Advances Clause in Contracts

Conditions Precedent to Advances. Lender's obligation to make the -------------------------------- first advance hereunder shall be subject to, in addition to the conditions specified below, delivery to Lender of the following, in form and substance satisfactory to Lender: (a) a counterpart of this Agreement; (b) the Note; (c) the Security Agreement of even date herewith between Borrower and Lender (the "Security Agreement"); ------------------ (d) the Guaranty; (e) an opinion of counsel for Borrower and Guarantor; (f) a Borrowing Base Certificate, certified by the president of Borrower; (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents as Lender may reasonably request. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's obligation In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make the -------------------------------- first advance or refuse to make any Advance, Lender shall not make any Advance hereunder shall be subject to, in addition to the conditions specified below, delivery to unless and until Lender has received all of the following, in form and substance satisfactory to Lender: (a) a counterpart of this This Agreement, the Note, the Collateral Pledge Agreement, the Guaranty, and an Article 9 Certificate (collectively, along with the UCC Financing Statement referred to below, the “Credit Documents”), all properly executed; (b) A Uniform Commercial Code Financing Statement in a form acceptable for filing with the NoteDelaware Secretary of State; (c) The following organizational information of Borrower: (i) a copy of the Security resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Borrower as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of even date herewith between Borrower and Lender (good standing issued by the "Security Agreement"); ------------------Delaware Secretary of State; (d) The following organizational information of Guarantor: (i) a copy of the Guarantyresolutions adopted by the board of directors of Guarantor, authorizing the execution, delivery and performance of the Guaranty and certified by the Secretary of Guarantor; (ii) copies of the Certificate of Incorporation and By-Laws of Guarantor, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Guarantor as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing issued by the Delaware Secretary of State; (e) an UCC search results for Borrower from the Delaware Secretary of State; (f) An opinion of counsel from Faegre & Bxxxxx LLP, counsel for Borrower and Guarantor; (f) a Borrowing Base Certificate, certified by the president of Borrower; (g) termination Payment of any commitment a closing fee in the amount of First Savings Bank to advance funds to Borrower;$250,000.00; and (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such Such other documents and information as Lender may reasonably requestrequested by Lender. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's obligation In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make the -------------------------------- first advance or refuse to make any Advance, Lender shall not make any Advance hereunder shall be subject to, in addition to the conditions specified below, delivery to unless and until Lender has received all of the following, in form and substance satisfactory to Lender: (a) a counterpart of this Agreement, the Note, the Collateral Pledge Agreement, and the Control Agreement (collectively, the “Credit Documents”), all properly executed; (b) the Notefollowing organizational information of Borrower: (i) a copy of the resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Borrower as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing issued by the Delaware Secretary of State; (c) the Security Agreement an opinion of even date herewith between Borrower and Lender (the "Security Agreement"); ------------------counsel from Faegre Xxxxx Xxxxxxx LLP, counsel for Borrower; (d) payment to Lender of the Guaranty;Work Fee as described in Exhibit C attached hereto; and (e) an opinion of counsel for Borrower and Guarantor; (f) a Borrowing Base Certificate, certified by the president of Borrower; (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents and information as Lender may reasonably requestrequested by Lender. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's obligation In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make the -------------------------------- first advance or refuse to make any Advance, Lender shall not make any Advance hereunder shall be subject to, in addition to the conditions specified below, delivery to Lender unless and until Xxxxxx has received all of the following, in form and substance satisfactory to Lender: (a) a counterpart of this Agreement, the Note, the Collateral Pledge Agreement, and the Control Agreement (collectively, the “Credit Documents”), all properly executed; (b) the Notefollowing organizational information of Xxxxxxxx: (i) a copy of the resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Borrower as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing issued by the Delaware Secretary of State; (c) the Security Agreement an opinion of even date herewith between Borrower and Lender (the "Security Agreement"); ------------------counsel from Faegre Xxxxx Xxxxxxx LLP, counsel for Xxxxxxxx; (d) payment to Lender of the Guaranty;Work Fee as described in Exhibit C attached hereto; and (e) an opinion of counsel for Borrower and Guarantor; (f) a Borrowing Base Certificate, certified by the president of Borrower; (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents and information as Lender may reasonably requestrequested by Xxxxxx. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the -------------------------------- first advance hereunder following conditions have been, and continue to be, satisfied, all in form and substance satisfactory to Lender and its counsel: (a) Lender shall be subject tohave received, in addition on or prior to the conditions specified belowClosing Date, delivery to Lender the following documents: (i) the Revolving Line of Credit Note, duly executed and delivered; (ii) the Term Note, duly executed and delivered; (iii) the Guaranty, duly executed and delivered; (iv) the Merchant Loan Documents, duly executed and delivered; (v) certified copies of the followingCertificates of Incorporation, Bylaws and evidence of good standing of each party comprising the Borrower Group in each state in which it is required to be qualified to do business; (vi) certified copies of the resolutions of the Board of Directors of each of the parties comprising the Borrower Group (a) authorizing the Revolving Credit Facility and Term Loan and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower Group; (vii) certificates of the secretary of each party comprising the Borrower Group certifying to the Lender the names of its officers, the offices that each holds and the authenticity of their signatures; (viii) opinion of Bxxxx & Hxxxxxxxx LLP, counsel for the Borrower Group, dated as of the Closing Date, with respect to the transactions contemplated in form and substance satisfactory to Lender:; (aix) copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Lien of Lender on the Collateral and evidence in a form acceptable to Lender that such Lien constitutes a valid and perfected Prior Security Interest; (x) the Other Agreements, duly executed and delivered; and (xi) a counterpart of this Agreement;Borrowing Base Certificate in form satisfactory to Lender. (b) Borrower Group shall have executed and delivered such documents and instruments as have been requested by Lender in order to create, continue or perfect a Prior Security Interest and First Lien in favor of Lender on the NoteCollateral (except liens described on Schedule I hereto) for the purpose of securing payment of the Indebtedness, and any and all recording and other taxes in connection therewith shall have been paid by Borrower Group; (c) the Security Agreement representations and warranties contained herein shall be true on and as of even date herewith between Borrower the Closing Date, and Lender (there shall exist on the "Security Agreement"); ------------------Closing Date no Event of Default and no event which, with notice, lapse of time or the happening of any further condition, event or act, or any combination of the foregoing, would constitute an Event of Default; (d) insurance complying with Section 9.5 hereof shall be in full force and effect and, on or before the GuarantyClosing Date, Borrower Group shall have delivered to Lender one or more certificates of insurance broker(s) satisfactory to Lender, setting forth the insurance obtained in accordance with such Section and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Section 9.5 hereof; (e) an opinion the advances on the terms and conditions herein provided (including the use by Borrower Group of counsel for Borrower the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and Guarantor;X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may request to establish compliance with this condition; and (f) a Borrowing Base Certificateall corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified by the president of Borrower; (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct or other copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents as Lender or its counsel may reasonably request. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's The obligation of Lenders to make Advances hereunder on the -------------------------------- first advance hereunder Closing Date is subject to satisfaction, or waiver by each Lender hereunder, of the following conditions precedent: (a) Administrative Agent and each Lender shall be subject tohave received each of the following documents, duly executed, in addition to the conditions specified below, delivery to Lender of the followingeach case, in form and substance reasonably satisfactory to LenderAdministrative Agent and each of the Lenders: (ai) duly executed counterparts of the Margin Loan Documentation, dated as of the Closing Date; (ii) (A) a counterpart certificate of this Agreementeach Loan Party, dated as of the Closing Date and executed by its Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents and in the case of each General Partner, the engagement letter for, or other reasonably satisfactory evidence of the engagement of, an independent director for such General Partner, and (B) a long form good standing certificate for each Loan Party from its jurisdiction of organization; (iii) a solvency certificate of each Loan Party from an Authorized Representative thereof, dated as of the Closing Date; (iv) a favorable opinion of Borrowers’ counsel, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender, dated as of the Closing Date; (v) the results of a recent Lien and judgment search in the jurisdiction of organization of each Loan Party, and each such search shall reveal no Liens on any of the assets of, or judgments against, any Loan Party, except for Permitted Liens; (vi) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security and Control Agreements; and (vii) any information or documentation reasonably requested by any Lender pursuant to Section 9.15. (b) On or prior to the Note;Closing Date, the Collateral Accounts shall have been established by Borrowers; Borrowers shall have executed and delivered all account opening documentation required by Custodian; security entitlements with respect to the Initial Pledged Shares shall have been credited to the Collateral Accounts on a Pro Rata Basis as Acceptable Collateral free from all Transfer Restrictions and Restrictive Conditions (other than Existing Transfer Restrictions and Existing Restrictive Conditions) and the Collateral Requirement shall have been satisfied in all material respects. (c) All reasonable and documented out-of-pocket fees or expenses required to be paid under the Security Agreement of even Margin Loan Documentation on or before the Closing Date, including the Structuring Fee and counsel fees invoiced at least one Business Day prior to such date, shall have been paid on or before such date herewith between Borrower and Lender (or netted against the "Security Agreement"); ------------------Advances hereunder. (d) Each of the Guaranty;representations and warranties contained in the Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that 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 date (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of such date). (e) an opinion Borrowers shall have delivered to Administrative Agent a certificate from a Responsible Officer of counsel for each Borrower in the form set forth in Exhibit A hereto, dated as of the Closing Date, which shall contain representations that the conditions set forth in Subsections (b), (d), (f) and Guarantor;(g) of this Section 4.01 have been satisfied. (f) Immediately after giving effect to each of the relevant Advances, (i) all types and amounts of Collateral shall be held on a Borrowing Base Certificate, certified by Pro Rata Basis and (ii) the president of Borrower;LTV Ratio shall not exceed the LTV Initial Level (g) termination No Mandatory Prepayment Event shall have occurred that has not been cured or waived, and no Default, Event of any commitment of First Savings Bank to advance funds to Borrower; (h) true Default or Adjustment Determination Period shall have occurred and correct copies be continuing, in each case on the Closing Date, and none of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies foregoing shall result from such Advances or the application of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true proceeds therefrom and correct copies any related Collateral deliveries. The borrowing of the merger documents pursuant Advances shall be deemed to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents as Lender may reasonably request. (i) constitute a listing of all Installment Contracts purchased representation and warranty by Borrower since Borrowers on the date of such borrowing as to the last report delivered to Lender pursuant to Section 10(ematters specified in Subsections (b); , (iid), (f) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iiig) an Installment Contract aging report dated as of the date of Borrower's request for such advanceabove.

Conditions Precedent to Advances. Lender's Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the -------------------------------- first advance hereunder following conditions have been, and continue to be, satisfied, all in form and substance satisfactory to Lender and its counsel: (a) Lender shall be subject tohave received, in addition on or prior to the conditions specified belowClosing Date, delivery to Lender the following documents: 10 (i) the Revolving Line of Credit Note, duly executed and delivered; (ii) the Term Note, duly executed and delivered; (iii) the Guaranty, duly executed and delivered; (iv) the Merchant Loan Documents, duly executed and delivered; (v) certified copies of the followingCertificates of Incorporation, Bylaws and evidence of good standing of each party comprising the Borrower Group in each state in which it is required to be qualified to do business; (vi) certified copies of the resolutions of the Board of Directors of each of the parties comprising the Borrower Group (a) authorizing the Revolving Credit Facility and Term Loan and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower Group; (vii) certificates of the secretary of each party comprising the Borrower Group certifying to the Lender the names of its officers, the offices that each holds and the authenticity of their signatures; (viii) opinion of Bxxxx & Hxxxxxxxx LLP, counsel for the Borrower Group, dated as of the Closing Date, with respect to the transactions contemplated in form and substance satisfactory to Lender:; (aix) copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Lien of Lender on the Collateral and evidence in a form acceptable to Lender that such Lien constitutes a valid and perfected Prior Security Interest; (x) the Other Agreements, duly executed and delivered; and (xi) a counterpart of this Agreement;Borrowing Base Certificate in form satisfactory to Lender. (b) Borrower Group shall have executed and delivered such documents and instruments as have been requested by Lender in order to create, continue or perfect a Prior Security Interest and First Lien in favor of Lender on the NoteCollateral (except liens described on Schedule I hereto) for the purpose of securing payment of the Indebtedness, and any and all recording and other taxes in connection therewith shall have been paid by Borrower Group; (c) the Security Agreement representations and warranties contained herein shall be true on and as of even date herewith between Borrower the Closing Date, and Lender (there shall exist on the "Security Agreement"); ------------------Closing Date no Event of Default and no event which, with notice, lapse of time or the happening of any further condition, event or act, or any combination of the foregoing, would constitute an Event of Default; (d) insurance complying with Section 9.5 hereof shall be in full force and effect and, on or before the Guaranty;Closing Date, Borrower Group shall have delivered to Lender one or more certificates of insurance broker(s) satisfactory to Lender, setting forth the insurance obtained in accordance with such Section and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Section 9.5 hereof; 11 (e) an opinion the advances on the terms and conditions herein provided (including the use by Borrower Group of counsel for Borrower the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and Guarantor;X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may request to establish compliance with this condition; and (f) a Borrowing Base Certificateall corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified by the president of Borrower; (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct or other copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such other documents as Lender or its counsel may reasonably request. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's obligation In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make the -------------------------------- first advance or refuse to make any Advance, Lender shall not make any Advance hereunder shall be subject to, in addition to the conditions specified below, delivery to unless and until Lender has received all of the following, in form and substance satisfactory to Lender: (a) This Agreement, the Note, the Collateral Pledge Agreement, the Guaranty, an Article 9 Certificate and a counterpart of this AgreementFederal Reserve Form U-1 (collectively, along with the UCC Financing Statement referred to below, the “Credit Documents”), all properly executed; (b) A Uniform Commercial Code Financing Statement in a form acceptable for filing with the NoteDelaware Secretary of State; (c) The following organizational information of Borrower: (i) a copy of the Security resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Borrower as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of even date herewith between Borrower and Lender (good standing issued by the "Security Agreement"); ------------------Delaware Secretary of State; (d) The following organizational information of Guarantor: (i) a copy of the Guarantyresolutions adopted by the board of directors of Guarantor, authorizing the execution, delivery and performance of the Guaranty and certified by the Secretary of Guarantor; (ii) copies of the Certificate of Incorporation and By-Laws of Guarantor, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Guarantor as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing issued by the Delaware Secretary of State; (e) an UCC search results for Borrower and for Pxxxx Xxxxxxx & Co. from the Delaware Secretary of State; (f) An opinion of counsel from Faegre & Bxxxxx LLP, counsel for Borrower and Guarantor; (f) a Borrowing Base Certificate, certified by the president of Borrower; (g) termination Payment of any commitment a closing fee in the amount of First Savings Bank to advance funds to Borrower;$500,000.00; and (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such Such other documents and information as Lender may reasonably requestrequested by Lender. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.

Conditions Precedent to Advances. Lender's obligation In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make the -------------------------------- first advance or refuse to make any Advance, Lender shall not make any Advance hereunder shall be subject to, in addition to the conditions specified below, delivery to unless and until Lender has received all of the following, in form and substance satisfactory to Lender: (a) a counterpart of this This Agreement, the Note, the Collateral Pledge Agreement, and the Control Agreement (collectively, along with the UCC Financing Statement referred to below, the “Credit Documents”), all properly executed; (b) A Uniform Commercial Code Financing Statement in a form acceptable for filing with the NoteDelaware Secretary of State; (c) The following organizational information of Borrower: (i) a copy of the Security resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Borrower as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of even date herewith between Borrower and Lender (good standing issued by the "Security Agreement"); ------------------Delaware Secretary of State; (d) UCC search results for Borrower from the GuarantyDelaware Secretary of State; (e) an An opinion of counsel from Faegre & Xxxxxx LLP, counsel for Borrower and GuarantorBorrower; (f) a Borrowing Base Certificate, certified by the president Payment to Lender of Borrower;an advisory fee as described in Exhibit C attached hereto; and (g) termination of any commitment of First Savings Bank to advance funds to Borrower; (h) true and correct copies of the purchase agreement pursuant to which Guarantor is purchasing First Consumer Credit LLC; (i) true and correct copies of the assignment documents executed by Guarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) true and correct copies of the merger documents pursuant to which First Consumer Credit LLC is merged into Borrower with Borrower being the surviving entity; and (k) such Such other documents and information as Lender may reasonably requestrequested by Lender. (i) a listing of all Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such advance.