Common use of Conditions to Initial Funding Clause in Contracts

Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent: (a) The Effective Date shall have occurred. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date): (i) (A) counterparts of the Guaranty duly executed by each Material Subsidiary of the Borrower (before giving effect to the Allied Acquisition), sufficient in number for distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered in escrow with irrevocable authorization to release such Guaranty Joinder Agreement to the Administrative Agent on the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation; (iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied (including a certification as to the representations and warranties referenced therein), (B) that there has been no event, occurrence or development (including as a result of the continuation of any existing condition) since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, (C) as to the current Debt Ratings, (D) the accuracy of and attaching a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (E) the accuracy of and attaching a proposed updated parts (a) and (b) of Schedule 5.16 as of the Initial Funding Date and giving effect to the Allied Acquisition for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (F) the accuracy of and attaching a proposed updated Schedule 7.02 as of the Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed); (vi) within a reasonable time prior to the Initial Funding Date, (A) interim or, in the case of any fiscal year end occurring after the Effective Date, audited financial statements of each of the Borrower and its Subsidiaries and Allied and its Subsidiaries dated as of the end of the most recent fiscal quarter or fiscal year end, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required to be filed with the SEC, which financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008, and (B) pro forma consolidated financial statements of the Borrower and its Subsidiaries giving effect to the Allied Acquisition as of the date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to the Arrangers on or before the Initial Funding Date and reflect synergies reasonably satisfactory to the Arrangers and Administrative Agent of at least $150,000,000 (for avoidance of doubt, the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers); (vii) a certificate signed by a Responsible Officer of the Borrower certifying: (A) that neither the Merger Agreement (including any condition to the consummation of the Allied Acquisition) nor any other agreement, instrument, or document relating to the Allied Acquisition has been altered, amended, waived or otherwise changed or supplemented, in any respect materially adverse to the Lenders (as determined by the Arrangers in their sole discretion), except to the extent agreed to by prior written consent of the Arrangers; and (B) that the Allied Acquisition has been consummated prior to, or is being consummated substantially simultaneously with, the Initial Funding Date, in accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and other terms and conditions of any other equity and debt financings occurring in connection with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; (x) satisfactory evidence that all outstanding Indebtedness described in Section 7.11(b) of the Merger Agreement (other than the Allied Securitization Program and the Existing Credit Facility) has been repaid or cancelled, all such documentation has been terminated and all guaranties, Liens and security interests associated therewith (including any Liens securing the Allied Indentures) have been released, or that reasonably adequate measures have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to the Arrangers that the Debt Ratings of the Borrower (after giving effect to the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit G, in form and substance reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solvent; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (c) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. (d) The Initial Funding Date shall have occurred on or before May 15, 2009. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Funding Date specifying its objection thereto.

Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender the ----------------------------- Company to make its initial Credit Extension the Initial Funding hereunder is subject to the (i) satisfaction of the conditions precedent set forth in Section 4.1 hereof and Section 2.1(d) of the Note Purchase Agreement and (ii) receipt by the Agent of the following conditions precedentdocuments, instruments and fees, all of which shall be in a form and substance acceptable to the Agent: (a) The Effective Date shall have occurred. (b) The Administrative Agent’s receipt A copy of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer resolutions of the signing Loan PartyBoard of Directors of AmeriCredit, each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date): (i) (A) counterparts of the Guaranty duly executed certified by each Material Subsidiary of the Borrower (before giving effect to the Allied Acquisition), sufficient in number for distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered in escrow with irrevocable authorization to release such Guaranty Joinder Agreement to the Administrative Agent on the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation; (iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with Secretary approving the execution, delivery and performance by such Loan Party, it (and the validity against such Loan PartyDebtor) of this Agreement, of the Loan Master Receivables Purchase Agreement, the Trust Agreement and the other Transactions Documents to which be delivered by it is a party, (and such the Debtor) hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholders consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and government approvals, if any. (b) have been satisfied A copy of the resolutions of the Board of Directors of AFC III, certified by its Secretary approving the execution, delivery and performance by it of this Agreement, the Master Receivables Purchase Agreement, the Trust Agreement and the other Transactions Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including a certification as to the representations shareholders consents, if any) and warranties referenced therein)government approvals, if any. (Bc) that there has been no event, occurrence or development (including as a result The certificate of trust of the continuation Debtor certified by the Secretary of any existing condition) since the date State of the Audited Financial Statements that has had or could be State of Delaware dated a date reasonably expected to have, either individually or in the aggregate, an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, (C) as to the current Debt Ratings, (D) the accuracy of and attaching a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (E) the accuracy of and attaching a proposed updated parts (a) and (b) of Schedule 5.16 as of the Initial Funding Date and giving effect to the Allied Acquisition for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (F) the accuracy of and attaching a proposed updated Schedule 7.02 as of the Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed); (vi) within a reasonable time prior to the Initial Funding Date, . (Ad) interim or, in The certificate of incorporation of AmeriCredit certified by the case Secretary of any fiscal year end occurring after the Effective Date, audited financial statements of each State of the Borrower and its Subsidiaries and Allied and its Subsidiaries State of Delaware dated as of the end of the most recent fiscal quarter or fiscal year end, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required to be filed with the SEC, which financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008, and (B) pro forma consolidated financial statements of the Borrower and its Subsidiaries giving effect to the Allied Acquisition as of the a date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to the Arrangers on or before the Initial Funding Date and reflect synergies reasonably satisfactory to the Arrangers and Administrative Agent of at least $150,000,000 (for avoidance of doubt, the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers); (vii) a certificate signed by a Responsible Officer of the Borrower certifying: (A) that neither the Merger Agreement (including any condition to the consummation of the Allied Acquisition) nor any other agreement, instrument, or document relating to the Allied Acquisition has been altered, amended, waived or otherwise changed or supplemented, in any respect materially adverse to the Lenders (as determined by the Arrangers in their sole discretion), except to the extent agreed to by prior written consent of the Arrangers; and (B) that the Allied Acquisition has been consummated prior to, or is being consummated substantially simultaneously with, the Initial Funding Date, in accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and other terms and conditions of any other equity and debt financings occurring in connection with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; (x) satisfactory evidence that all outstanding Indebtedness described in Section 7.11(b) of the Merger Agreement (other than the Allied Securitization Program and the Existing Credit Facility) has been repaid or cancelled, all such documentation has been terminated and all guaranties, Liens and security interests associated therewith (including any Liens securing the Allied Indentures) have been released, or that reasonably adequate measures have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to . (e) The certificate of incorporation of AFC III certified by the Arrangers that the Debt Ratings Secretary of State of the Borrower (after giving effect to the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions State of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit G, in form and substance Delaware dated a date reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solvent; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (ci) All accrued fees and expenses The articles of incorporation of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. (d) The Initial Funding Date shall have occurred on or before May 15, 2009. Without limiting the generality Trustee certified by an officer of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to Trustee dated a Lender unless the Administrative Agent shall have received notice from such Lender date reasonably prior to the Initial Funding Date specifying its objection theretoand (ii) a power of attorney granted by the Trust in favor of Bankers Trust (Delaware).

Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender the Company to make its initial Credit Extension the Initial Funding hereunder is subject to the (i) satisfaction of the conditions precedent set forth in Section 4.1 hereof and Section 2.1(d) of the Note Purchase Agreement and (ii) receipt by the Agent of the following conditions precedentdocuments, instruments and fees, all of which shall be in a form and substance acceptable to the Agent: (a) The Effective Date shall have occurred. (b) The Administrative Agent’s receipt A copy of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer resolutions of the signing Loan PartyBoard of Directors of AmeriCredit, each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date): (i) (A) counterparts of the Guaranty duly executed certified by each Material Subsidiary of the Borrower (before giving effect to the Allied Acquisition), sufficient in number for distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered in escrow with irrevocable authorization to release such Guaranty Joinder Agreement to the Administrative Agent on the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation; (iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with Secretary approving the execution, delivery and performance by such Loan Party, it (and the validity against such Loan PartyIssuer) of this Agreement, of the Loan Master Sale and Contribution Agreement, the Master Receivables Purchase Agreement and the other Transaction Documents to which be delivered by it is a party, (and such the Issuer) hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholders consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and government approvals, if any. (b) have been satisfied A copy of the resolutions of the Board of Directors of AWC, certified by its Secretary approving the execution, delivery and performance by it of this Agreement, the Master Sale and Contribution Agreement, the Master Receivables Purchase Agreement, the Trust Agreement and the other Transactions Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including a certification as to the representations shareholders consents, if any) and warranties referenced therein)government approvals, if any. (Bc) that there has been no event, occurrence or development (including as a result The certificate of trust of the continuation Issuer certified by the Secretary of any existing condition) since the date State of the Audited Financial Statements that has had or could be State of Delaware dated a date reasonably expected to have, either individually or in the aggregate, an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, (C) as to the current Debt Ratings, (D) the accuracy of and attaching a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (E) the accuracy of and attaching a proposed updated parts (a) and (b) of Schedule 5.16 as of the Initial Funding Date and giving effect to the Allied Acquisition for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (F) the accuracy of and attaching a proposed updated Schedule 7.02 as of the Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed); (vi) within a reasonable time prior to the Initial Funding Date, . (Ad) interim or, in the case The certificate of any fiscal year end occurring after the Effective Date, audited financial statements incorporation and bylaws of each AmeriCredit. (i) The articles of incorporation of the Borrower and its Subsidiaries and Allied and its Subsidiaries dated as Owner Trustee certified by an officer of the end of the most recent fiscal quarter or fiscal year end, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required Owner Trustee dated a date reasonably prior to be filed with the SEC, which financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008, and (B) pro forma consolidated financial statements of the Borrower and its Subsidiaries giving effect to the Allied Acquisition as of the date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to the Arrangers on or before the Initial Funding Date and reflect synergies reasonably satisfactory to (ii) a power of attorney granted by the Arrangers and Administrative Agent Trust in favor of at least $150,000,000 (for avoidance of doubt, the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers);Wilmington Trust Company. (viif) a certificate signed A Good Standing Certificate for the Issuer issued by a Responsible Officer the Secretary of State of the Borrower certifying: (A) that neither the Merger Agreement (including any condition to the consummation State of the Allied Acquisition) nor any other agreement, instrument, or document relating to the Allied Acquisition has been altered, amended, waived or otherwise changed or supplemented, in any respect materially adverse to the Lenders (Delaware and certificates of qualification as determined a foreign trust issued by the Arrangers in their sole discretion), except Secretary of State or other similar official of each jurisdiction where such qualification is material to the extent agreed to by prior written consent of the Arrangers; and (B) that the Allied Acquisition has been consummated prior to, or is being consummated substantially simultaneously with, the Initial Funding Date, in accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and other terms and conditions of any other equity and debt financings occurring in connection with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement, the Master Receivables Purchase Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; (x) satisfactory evidence that all outstanding Indebtedness described in Section 7.11(b) of the Merger Agreement (other than the Allied Securitization Program and the Existing Credit Facility) has been repaid or cancelledother Transaction Documents, all such documentation has been terminated and all guarantiesin each case, Liens and security interests associated therewith (including any Liens securing the Allied Indentures) have been released, or that dated a date reasonably adequate measures have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to . (g) A Good Standing Certificate for AmeriCredit issued by the Arrangers that the Debt Ratings Secretary of State of the Borrower (after giving effect to State of Delaware and certificates of qualification as a foreign corporation issued by the Allied Acquisition) will be either (A) BBB- Secretary of State or better by S&Pother similar official of Texas, California and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit GFlorida, in form and substance each case, dated a date reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solvent; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (ch) All accrued fees and expenses A Good Standing Certificate for AWC issued by the Secretary of State of the Administrative AgentState of Nevada and certificates of qualification as a foreign corporation issued by the Secretary of State or other similar official of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement, the Arrangers Master Sale and Contribution Agreement, the Master Receivables Purchase Agreement and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. (d) The Initial Funding Date shall have occurred on or before May 15other Transaction Documents, 2009. Without limiting the generality of the provisions of Section 9.04in each case, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to dated a Lender unless the Administrative Agent shall have received notice from such Lender date reasonably prior to the Initial Funding Date specifying Date. (i) A Good Standing Certificate for the Owner Trustee issued by the Secretary of State of the State of Delaware, dated a date reasonably prior to the Initial Funding Date. (j) A Certificate of the Secretary of AmeriCredit substantially in the form of Exhibit I hereto. (k) A Certificate of the Secretary of AWC substantially in the form of Exhibit I hereto. (l) A Certificate of the Secretary of the Owner Trustee substantially in the form of Exhibit I hereto. (m) Acknowledgement copies of proper financing statements (Form UCC-1), naming AmeriCredit as the Issuer/seller in favor of AWC as secured party/purchaser and the Collateral Agent, for the benefit of the Secured Parties, as assignee of the secured party/purchaser or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect AWC’s interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (n) Acknowledgement copies of proper financing statements (Form UCC-1), naming AWC as the Issuer/seller in favor of the Issuer as secured party/purchaser and the Collateral Agent, for the benefit of the Secured Parties, as assignee of the secured party/purchaser or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Issuer’s interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (o) Acknowledgement copies of proper financing statements (Form UCC-1), naming the Issuer as the Issuer in favor of the Collateral Agent, for the benefit of the Secured Parties, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s security interest in the Collateral, including all Receivables, Related Security and Collections, free and clear of any Adverse Claim. (p) Copies of proper statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Receivables, Related Security and Collections, previously granted by AmeriCredit. (q) Copies of proper statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Receivables, Related Security and Collections, previously granted by AWC. (r) Copies of proper statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Collateral, including the Receivables, Related Security and Collections, previously granted by the Issuer. (s) Certified copies of search reports dated a date reasonably near the date of the Initial Funding listing all effective financing statements which name the Issuer, AmeriCredit or AWC (under its objection theretopresent name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to items (p), (q) and (r) above together with copies of such financing statements with respect to AWC and the Issuer, and, with respect to AmeriCredit, as may be requested by the Agent or its counsel (none of which shall cover any Receivables or Contracts). (t) Executed copies of the Lock-Box Agreements relating to each of the Lock-Box Accounts. (u) An opinion of Xxxxx Xxxxxxxxxx LLP, special counsel to the Issuer, AmeriCredit and AWC, relating to certain corporate, security interest and tax matters, in form and substance satisfactory to the Agent and the Agent’s counsel. (v) An opinion of Xxxxx Xxxxxxxxxx LLP, special counsel to the Issuer, AmeriCredit and AWC, relating to certain bankruptcy and insolvency matters (i.e. “true sale” and non-consolidation), in form and substance satisfactory to the Agent and the Agent’s counsel. (w) The Note, duly executed by the Issuer and appropriately completed. (x) Executed copies of the documentation relating to any Hedging Arrangement. (y) Such other documents, approvals, consents, instruments, certificates or opinions as the Collateral Agent or the Secured Parties shall reasonably request.

Conditions to Initial Funding. The obligation of each Lender and each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent: (a) The Effective Signing Date shall have occurred.; (b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (to the extent applicable), each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date):) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) (A) counterparts of the Subsidiary Guaranty duly executed by each Material Domestic Subsidiary of the Borrower (before giving effect to the Allied Acquisition)Company, sufficient in number for distribution to the Administrative Agent and the Borrower, and Lenders; (Bii) a counterparts of the Company Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered the Company, sufficient in escrow with irrevocable authorization to release such Guaranty Joinder Agreement number for distribution to the Administrative Agent on and the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date)Lenders; (iiiii) Notes executed by the Company and each Designated Borrower in favor of each Lender requesting Notes; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization properties or formationthe conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have an Initial Funding Date Material Adverse Effect, which such jurisdictions are set forth on Schedule 4.02(b)(v); (ivvi) (i) an opinion of Hunton & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; and (ii) an opinion of general counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; (vii) opinions of local counsel to the Loan Parties in the States of Delaware, Pennsylvania, and such other jurisdictions as are required for the states of organization of each Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent and the Required Lenders; (viii) [intentionally omitted]; (ix) a certificate of a Responsible Officer of each Loan Party attaching (A) all Requisite Regulatory Approvals (as defined in, and required by, the Merger Agreement), and all such Requisite Regulatory Approvals shall be in full force and effect, and (B) either (Ai) attaching copies of all other material governmental, shareholder and third party consents, licenses and approvals required in connection with the Transaction, including the execution, delivery and performance by such Loan Party, Party and the validity against such Loan Party, Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (Bii) stating that no such other material consents, licenses or approvals are so required, except those as have been obtained or made and are in full force and effect; (vx) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied (including a certification as to the representations satisfied, and warranties referenced therein), (B) that there has been no eventevent or condition since (1) in the case of Xxxxxx Xxxxx and its Subsidiaries, occurrence June 30, 2009, (2) in the case of Towers Xxxxxx and its Subsidiaries, June 30, 2009, or development (including as a result 3) in the case of the continuation of any existing condition) since Company and its Subsidiaries, the date of the Audited Financial Statements its formation, that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to have an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, ; and (C) as to the current Debt Ratings, (D) the accuracy of and attaching (1) a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed)1.01B of Existing Letters of Credit, (E2) the accuracy of and attaching a proposed Schedule 5.05, (3) a proposed Schedule 5.11, (4) proposed updated parts (a) and (b) of Schedule 5.16 5.13, (5) a proposed updated Schedule 5.17, (6) a proposed updated Schedule 7.01, (7) a proposed Schedule 7.02, (8) a proposed updated Schedule 7.03(c), and (9) a proposed updated Schedule 7.03(f), in each case as of the Initial Funding Date and giving effect to the Allied Acquisition Merger for approval by the Administrative Agent (and each Lender, such approval not to be unreasonably conditionedwithheld, withheld conditioned or delayed), ; (Fxi) the accuracy of and attaching a proposed updated Schedule 7.02 as certificate signed by a Responsible Officer of the Company, Xxxxxx Xxxxx and Towers Xxxxxx certifying as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company, Xxxxxx Xxxxx or Towers Xxxxxx, threatened in writing, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) have an Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by Material Adverse Effect or (B) materially delay or alter the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as terms of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed)Transaction; (vixii) within a reasonable time prior to the Initial Funding Date, (A) interim or, in the case of any fiscal year end occurring after the Effective Date, audited financial statements of each of the Borrower Xxxxxx Xxxxx and its Subsidiaries Towers Xxxxxx and Allied and its their respective Subsidiaries dated as of the end of the most recent fiscal quarter or fiscal year endSeptember 30, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required to be filed with the SEC2009, which interim financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008Reference Financial Statements, and (B) pro forma consolidated financial statements (the “Pro Forma Financial Statements”) of the Borrower Company and its Subsidiaries giving effect to all elements of the Allied Acquisition Transaction as of the date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to filed with the Arrangers SEC in the connection with the S-4 on or before September 3, 2009; (xiii) a duly completed Compliance Certificate showing financial covenant calculations as of the Initial Funding Date and reflect synergies reasonably satisfactory as of the last day of the fiscal quarter of Xxxxxx Xxxxx and the fiscal period of Towers Xxxxxx, in each case, ended as of September 30, 2009 (giving effect to the Arrangers and Administrative Agent Transaction as if the Transaction occurred on the first date of at least $150,000,000 (for avoidance the period of doubtthe four fiscal consecutive quarters most recently then ended), the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers); (vii) a certificate signed by a Responsible Officer of the Borrower certifying: Company; (xiv) certificates signed by a responsible officer of each of the Company, Xxxxxx Xxxxx and Towers Xxxxxx, respectively, attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, Xxxxxx Xxxxx and its Subsidiaries, taken as a whole, and Towers Xxxxxx and its Subsidiaries, taken as a whole (in each case, after giving effect to the Transaction and the initial incurrence of Indebtedness hereunder and under the Senior Subordinated Notes); (xv) a certificate of a Responsible Officer of the Company attaching the Merger Agreement and all other agreements, instruments and documents relating to the Merger and certifying that (A) that neither the final terms and conditions of each aspect of the Transaction, including, without limitation, all tax aspects thereof, are (i) as described in the commitment letter agreement dated as of October 2, 2009 among Xxxxxx Xxxxx, Towers Xxxxxx, Bank of America, PNC and the Arrangers (the “Commitment Letter”) and otherwise materially consistent with the description thereof received in writing as part of the Information (as defined in the Commitment Letter) and (ii) are otherwise reasonably satisfactory to the Lenders, (B) the Merger Agreement in the form executed on June 26, 2009 (including any condition to the consummation as amended by Amendment No. 1 dated as of the Allied Acquisition) nor any October 19, 2009), and all other agreementagreements, instrument, or document instruments and documents relating to the Allied Acquisition has Merger have not have been altered, amended, waived amended or otherwise changed or supplemented, supplemented or any condition therein waived in any respect materially a manner that is adverse to the Lenders (as determined by the Arrangers in their sole discretion), except to other than with the extent agreed to by prior written consent of the Arrangers; , and (BC) that the Allied Acquisition Merger has been consummated prior tobeen, or is being consummated will be substantially simultaneously with, with the Initial Funding Date, consummated in material accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws law and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and approvals other terms and conditions of any other equity and debt financings occurring in connection than those regulatory approvals non-compliance with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval which could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a wholeEffect; (xxvi) satisfactory delivery of (A) documents and/or evidence that of other actions as may be reasonably necessary under applicable law to perfect and register the Liens of the Administrative Agent under the Pledge Agreement as a first priority Lien in and to such Pledged Interests as the Administrative Agent may reasonably require, including the delivery by the Company and each Domestic Subsidiary having an Equity Interest of TP Luxembourg of all outstanding Indebtedness certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (B) each other document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Guaranteed Parties, a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 7.01), in proper form for filing, registration or recording. The Administrative Agent is hereby irrevocably authorized to execute and file or cause to be filed, with or if permitted by applicable law without the signatures of the Company or any other Loan Party, as applicable, Uniform Commercial Code financing statements reflecting the Company or any Domestic Subsidiary party to a Collateral Document as “debtor” and the Administrative Agent as “secured party”, and continuations thereof and amendments thereto, as the Administrative Agent deems necessary or advisable to give effect to the transactions contemplated hereby and by the other Loan Documents; (xvii) a certificate of a Responsible Officer of the Company listing the transaction fees, costs and expenses incurred on or prior to the Initial Funding Date in connection with the Transaction and described in Section 7.11(bclause (iv) of the Merger definition of Consolidated EBITDA; (xviii) evidence that each of the Existing Xxxxxx Xxxxx Credit Agreement (other than the Allied Securitization Program and the Existing Towers Xxxxxx Credit Facility) Agreement has been repaid or cancelled, all such documentation has been concurrently with the Initial Funding Date is being terminated and all guaranties, Liens and security interests associated therewith (including any Liens securing obligations and guaranties under the Allied Indentures) have been released, or that reasonably adequate measures Existing Xxxxxx Xxxxx Credit Agreement and the Existing Towers Xxxxxx Credit Agreement have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to the Arrangers that the Debt Ratings of the Borrower (after giving effect to the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit G, in form and substance reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solventreleased; and (xvxix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (c) All accrued Any fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid, including without limitation any fees required to be paid by Xxxxx Xxxxxx or Towers Xxxxxx pursuant to the Fee Letters. (d) Unless waived by the Administrative Agent, the Company shall have paid all actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Initial Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the initial funding proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (e) No Law shall be applicable, which in the reasonable judgment of the Administrative Agent, could restrain, prevent or impose any material adverse conditions on the Company and its Subsidiaries or that could seek or threaten any of the foregoing (f) The Initial Funding Date shall have occurred on or before May 15April 30, 20092010. The parties hereto acknowledge and agree that if all of the conditions precedent set forth in this Section 4.02 have not been satisfied or waived and the Initial Funding Date has not occurred on or prior to April 30, 2010, this Agreement (and the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions hereunder) shall terminate and be of no further force or effect other than with respect to those contingent reimbursement and indemnity obligations (including without limitation reimbursement of actual and reasonable fees and expenses of counsel) which by the terms of this Agreement are stated to survive termination of this Agreement. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Funding Date specifying its objection thereto.

Conditions to Initial Funding. The obligation of each Lender and each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent: (a) The Effective Signing Date shall have occurred.; (b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (to the extent applicable), each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date):) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) (A) counterparts of the Subsidiary Guaranty duly executed by each Material Domestic Subsidiary of the Borrower (before giving effect to the Allied Acquisition)Company, sufficient in number for distribution to the Administrative Agent and the Borrower, and Lenders; (Bii) a counterparts of the Company Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered the Company, sufficient in escrow with irrevocable authorization to release such Guaranty Joinder Agreement number for distribution to the Administrative Agent on and the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date)Lenders; (iiiii) Notes executed by the Company and each Designated Borrower in favor of each Lender requesting Notes; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization properties or formationthe conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have an Initial Funding Date Material Adverse Effect, which such jurisdictions are set forth on Schedule 4.02(b)(v); (ivi) an opinion of Hunton & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; and (ii) an opinion of general counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; (vii) opinions of local counsel to the Loan Parties in the States of Delaware, Pennsylvania, and such other jurisdictions as are required for the states of organization of each Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent and the Required Lenders; (viii) [intentionally omitted]; (ix) a certificate of a Responsible Officer of each Loan Party attaching (A) all Requisite Regulatory Approvals (as defined in, and required by, the Merger Agreement), and all such Requisite Regulatory Approvals shall be in full force and effect, and (B) either (Ai) attaching copies of all other material governmental, shareholder and third party consents, licenses and approvals required in connection with the Transaction, including the execution, delivery and performance by such Loan Party, Party and the validity against such Loan Party, Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (Bii) stating that no such other material consents, licenses or approvals are so required, except those as have been obtained or made and are in full force and effect; (vx) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied (including a certification as to the representations satisfied, and warranties referenced therein), (B) that there has been no eventevent or condition since (1) in the case of Xxxxxx Xxxxx and its Subsidiaries, occurrence June 30, 2009, (2) in the case of Towers Xxxxxx and its Subsidiaries, June 30, 2009, or development (including as a result 3) in the case of the continuation of any existing condition) since Company and its Subsidiaries, the date of the Audited Financial Statements its formation, that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to have an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, ; and (C) as to the current Debt Ratings, (D) the accuracy of and attaching (1) a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed)1.01B of Existing Letters of Credit, (E2) the accuracy of and attaching a proposed Schedule 5.05, (3) a proposed Schedule 5.11, (4) proposed updated parts (a) and (b) of Schedule 5.16 5.13, (5) a proposed updated Schedule 5.17, (6) a proposed updated Schedule 7.01, (7) a proposed Schedule 7.02, (8) a proposed updated Schedule 7.03(c), and (9) a proposed updated Schedule 7.03(f), in each case as of the Initial Funding Date and giving effect to the Allied Acquisition Merger for approval by the Administrative Agent (and each Lender, such approval not to be unreasonably conditionedwithheld, withheld conditioned or delayed), ; (Fxi) the accuracy of and attaching a proposed updated Schedule 7.02 as certificate signed by a Responsible Officer of the Company, Xxxxxx Xxxxx and Towers Xxxxxx certifying as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company, Xxxxxx Xxxxx or Towers Xxxxxx, threatened in writing, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) have an Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by Material Adverse Effect or (B) materially delay or alter the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as terms of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed)Transaction; (vixii) within a reasonable time prior to the Initial Funding Date, (A) interim or, in the case of any fiscal year end occurring after the Effective Date, audited financial statements of each of the Borrower Xxxxxx Xxxxx and its Subsidiaries Towers Xxxxxx and Allied and its their respective Subsidiaries dated as of the end of the most recent fiscal quarter or fiscal year endSeptember 30, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required to be filed with the SEC2009, which interim financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008Reference Financial Statements, and (B) pro forma consolidated financial statements (the “Pro Forma Financial Statements”) of the Borrower Company and its Subsidiaries giving effect to all elements of the Allied Acquisition Transaction as of the date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to filed with the Arrangers SEC in the connection with the S-4 on or before September 3, 2009; (xiii) a duly completed Compliance Certificate showing financial covenant calculations as of the Initial Funding Date and reflect synergies reasonably satisfactory as of the last day of the fiscal quarter of Xxxxxx Xxxxx and the fiscal period of Towers Xxxxxx, in each case, ended as of September 30, 2009 (giving effect to the Arrangers and Administrative Agent Transaction as if the Transaction occurred on the first date of at least $150,000,000 (for avoidance the period of doubtthe four fiscal consecutive quarters most recently then ended), the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers); (vii) a certificate signed by a Responsible Officer of the Borrower certifying: Company; (xiv) certificates signed by a responsible officer of each of the Company, Xxxxxx Xxxxx and Towers Xxxxxx, respectively, attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, Xxxxxx Xxxxx and its Subsidiaries, taken as a whole, and Towers Xxxxxx and its Subsidiaries, taken as a whole (in each case, after giving effect to the Transaction and the initial incurrence of Indebtedness hereunder and under the Senior Subordinated Notes); (xv) a certificate of a Responsible Officer of the Company attaching the Merger Agreement and all other agreements, instruments and documents relating to the Merger and certifying that (A) that neither the final terms and conditions of each aspect of the Transaction, including, without limitation, all tax aspects thereof, are (i) as described in the commitment letter agreement dated as of October 2, 2009 among Xxxxxx Xxxxx, Towers Xxxxxx, Bank of America, PNC and the Arrangers (the “Commitment Letter”) and otherwise materially consistent with the description thereof received in writing as part of the Information (as defined in the Commitment Letter) and (ii) are otherwise reasonably satisfactory to the Lenders, (B) the Merger Agreement in the form executed on June 26, 2009 (including any condition to the consummation as amended by Amendment No. 1 dated as of the Allied Acquisition) nor any October 19, 2009), and all other agreementagreements, instrument, or document instruments and documents relating to the Allied Acquisition has Merger have not have been altered, amended, waived amended or otherwise changed or supplemented, supplemented or any condition therein waived in any respect materially a manner that is adverse to the Lenders (as determined by the Arrangers in their sole discretion), except to other than with the extent agreed to by prior written consent of the Arrangers; , and (BC) that the Allied Acquisition Merger has been consummated prior tobeen, or is being consummated will be substantially simultaneously with, with the Initial Funding Date, consummated in material accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws law and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and approvals other terms and conditions of any other equity and debt financings occurring in connection than those regulatory approvals non-compliance with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval which could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a wholeEffect; (xxvi) satisfactory delivery of (A) documents and/or evidence that of other actions as may be reasonably necessary under applicable law to perfect and register the Liens of the Administrative Agent under the Pledge Agreement as a first priority Lien in and to such Pledged Interests as the Administrative Agent may reasonably require, including the delivery by the Company and each Domestic Subsidiary having an Equity Interest of TP Luxembourg of all outstanding Indebtedness certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (B) each other document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Guaranteed Parties, a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 7.01), in proper form for filing, registration or recording. The Administrative Agent is hereby irrevocably authorized to execute and file or cause to be filed, with or if permitted by applicable law without the signatures of the Company or any other Loan Party, as applicable, Uniform Commercial Code financing statements reflecting the Company or any Domestic Subsidiary party to a Collateral Document as “debtor” and the Administrative Agent as “secured party”, and continuations thereof and amendments thereto, as the Administrative Agent deems necessary or advisable to give effect to the transactions contemplated hereby and by the other Loan Documents; (xvii) a certificate of a Responsible Officer of the Company listing the transaction fees, costs and expenses incurred on or prior to the Initial Funding Date in connection with the Transaction and described in Section 7.11(bclause (iv) of the Merger definition of Consolidated EBITDA; (xviii) evidence that each of the Existing Xxxxxx Xxxxx Credit Agreement (other than the Allied Securitization Program and the Existing Towers Xxxxxx Credit Facility) Agreement has been repaid or cancelled, all such documentation has been concurrently with the Initial Funding Date is being terminated and all guaranties, Liens and security interests associated therewith (including any Liens securing obligations and guaranties under the Allied Indentures) have been released, or that reasonably adequate measures Existing Xxxxxx Xxxxx Credit Agreement and the Existing Towers Xxxxxx Credit Agreement have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to the Arrangers that the Debt Ratings of the Borrower (after giving effect to the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit G, in form and substance reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solventreleased; and (xvxix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (c) All accrued Any fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid, including without limitation any fees required to be paid by Xxxxx Xxxxxx or Towers Xxxxxx pursuant to the Fee Letters. (d) Unless waived by the Administrative Agent, the Company shall have paid all actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Initial Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the initial funding proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (e) No Law shall be applicable, which in the reasonable judgment of the Administrative Agent, could restrain, prevent or impose any material adverse conditions on the Company and its Subsidiaries or that could seek or threaten any of the foregoing (f) The Initial Funding Date shall have occurred on or before May 15April 30, 20092010. The parties hereto acknowledge and agree that if all of the conditions precedent set forth in this Section 4.02 have not been satisfied or waived and the Initial Funding Date has not occurred on or prior to April 30, 2010, this Agreement (and the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions hereunder) shall terminate and be of no further force or effect other than with respect to those contingent reimbursement and indemnity obligations (including without limitation reimbursement of actual and reasonable fees and expenses of counsel) which by the terms of this Agreement are stated to survive termination of this Agreement. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Funding Date specifying its objection thereto.

Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender the Company, or the Bank Investors, as the case may be, to make its initial Credit Extension the Initial Funding hereunder is subject to the (i) satisfaction of the conditions precedent set forth in Section 4.1 hereof and Section 2.1(d) of the Note Purchase Agreement and (ii) receipt by the Agent of the following conditions precedentdocuments, instruments and fees, all of which shall be in a form and substance acceptable to the Collateral Agent: (a) The Effective Date shall have occurred. (b) The Administrative Agent’s receipt A copy of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer resolutions of the signing Loan PartyBoard of Directors of AmeriCredit, each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date): (i) (A) counterparts of the Guaranty duly executed certified by each Material Subsidiary of the Borrower (before giving effect to the Allied Acquisition), sufficient in number for distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered in escrow with irrevocable authorization to release such Guaranty Joinder Agreement to the Administrative Agent on the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation; (iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with Secretary approving the execution, delivery and performance by such Loan Party, it (and the validity against such Loan PartyDebtor) of this Agreement, of the Loan Master Receivables Purchase Agreement, the Trust Agreement and the other Transactions Documents to which be delivered by it is a party, (and such the Debtor) hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholders consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and government approvals, if any. (b) have been satisfied A copy of the resolutions of the Board of Directors of AFC II, certified by its Secretary approving the execution, delivery and performance by it of this Agreement, the Master Receivables Purchase Agreement, the Trust Agreement and the other Transactions Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including a certification as to the representations shareholders consents, if any) and warranties referenced therein)government approvals, if any. (Bc) that there has been no event, occurrence or development (including as a result The certificate of trust of the continuation Debtor certified by the Secretary of any existing condition) since the date State of the Audited Financial Statements that has had or could be State of Delaware dated a date reasonably expected to have, either individually or in the aggregate, an Initial Funding Date Material Adverse Effect, with respect to the Borrower or Allied, (C) as to the current Debt Ratings, (D) the accuracy of and attaching a proposed updated Schedule 2.03 for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (E) the accuracy of and attaching a proposed updated parts (a) and (b) of Schedule 5.16 as of the Initial Funding Date and giving effect to the Allied Acquisition for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), (F) the accuracy of and attaching a proposed updated Schedule 7.02 as of the Initial Funding Date to reflect Liens of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a proposed updated Schedule 7.06 as of the Initial Funding Date to reflect secured Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such approval not to be unreasonably conditioned, withheld or delayed); (vi) within a reasonable time prior to the Initial Funding Date, . (Ad) interim or, in The certificate of incorporation of AmeriCredit certified by the case Secretary of any fiscal year end occurring after the Effective Date, audited financial statements of each State of the Borrower and its Subsidiaries and Allied and its Subsidiaries State of Delaware dated as of the end of the most recent fiscal quarter or fiscal year end, as the case may be, preceding the Initial Funding Date for which financial statements are available or are required to be filed with the SEC, which financial statements shall be substantially consistent with, and not materially worse than, the unaudited financial statements for each of the Borrower and Allied dated as of March 31, 2008, and (B) pro forma consolidated financial statements of the Borrower and its Subsidiaries giving effect to the Allied Acquisition as of the a date of such interim or audited statements which are consistent in all material respects with the pro forma consolidated financial statements provided to the Arrangers on or before the Initial Funding Date and reflect synergies reasonably satisfactory to the Arrangers and Administrative Agent of at least $150,000,000 (for avoidance of doubt, the synergies reflected in the pro forma consolidated financial statements provided to the Arrangers on June 17, 2008 are satisfactory to the Arrangers); (vii) a certificate signed by a Responsible Officer of the Borrower certifying: (A) that neither the Merger Agreement (including any condition to the consummation of the Allied Acquisition) nor any other agreement, instrument, or document relating to the Allied Acquisition has been altered, amended, waived or otherwise changed or supplemented, in any respect materially adverse to the Lenders (as determined by the Arrangers in their sole discretion), except to the extent agreed to by prior written consent of the Arrangers; and (B) that the Allied Acquisition has been consummated prior to, or is being consummated substantially simultaneously with, the Initial Funding Date, in accordance with the terms of the Merger Agreement and such other agreements, instruments, and documents relating to the Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with subpart (A) of this clause (vii)), including, to the extent required by the Merger Agreement, in compliance with applicable Laws and regulatory approvals; (viii) evidence reasonably satisfactory to Administrative Agent that (A) the consolidated capital structure of the Borrower (after giving effect to the Allied Acquisition and related transactions) is as described in the pro forma financial statements described in clause (b)(vi) above, and (B) the amount, tenor, ranking and other terms and conditions of any other equity and debt financings occurring in connection with the Allied Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory to it; (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Allied Acquisition and other transactions contemplated hereby, except to the extent the failure to receive such consent or approval could not reasonably be expected to have an Initial Funding Date Material Adverse Effect with respect to the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of all applicable waiting periods without any actual action being taken by any authority that (x) would require a Regulatory Divestiture that could reasonably be expected to cause a failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could restrain, prevent or impose any other material adverse conditions that reasonably could be expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and (C) the absence of any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any governmental authority (x) that could reasonably be expected to restrain or prevent the Allied Acquisition or any of the transactions contemplated by this Agreement or the performance by the Borrower and its Subsidiaries (including Allied and its Subsidiaries) of their respective obligations under the Loan Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; (x) satisfactory evidence that all outstanding Indebtedness described in Section 7.11(b) of the Merger Agreement (other than the Allied Securitization Program and the Existing Credit Facility) has been repaid or cancelled, all such documentation has been terminated and all guaranties, Liens and security interests associated therewith (including any Liens securing the Allied Indentures) have been released, or that reasonably adequate measures have been or concurrently with the Initial Funding Date are being taken to terminate such documentation and release such guaranties, Liens and security interests, except as otherwise agreed by Administrative Agent; (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation satisfactory to . (e) The certificate of incorporation of AFC II certified by the Arrangers that the Debt Ratings Secretary of State of the Borrower (after giving effect to the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by Xxxxx’x, or (B) Baa3 or better by Xxxxx’x and BB+ or better by S&P; (xii) favorable opinions State of counsel to the Loan Parties addressed to Administrative Agent and each Lender as to the matters described in Exhibit G, in form and substance Delaware dated a date reasonably satisfactory to Administrative Agent; (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds pari passu guarantees of the obligations thereunder from the Guarantors (with the guarantees from Allied and the relevant Subsidiaries thereof to become effective the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio maintenance covenant therein to conform to the levels applicable to this Agreement, and (D) amends such other matters as the Administrative Agent may reasonably determine for the purpose of making the terms of the Existing Credit Facility consistent with the terms of this Agreement (other than the maturity date thereof); (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and after giving effect to the Allied Acquisition and the other transactions contemplated under this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently ended (or if such Computation Period ended less than thirty (30) days prior to the Initial Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B) certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Allied Acquisition, are Solvent; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (ci) All accrued fees and expenses The certificate of incorporation of the Administrative Agent, Trustee certified by the Arrangers and the Lenders required to be paid on or before the Initial Funding Date (including all reasonable fees and expenses Secretary of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. (d) The Initial Funding Date shall have occurred on or before May 15, 2009. Without limiting the generality State of the provisions State of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to Delaware dated a Lender unless the Administrative Agent shall have received notice from such Lender date reasonably prior to the Initial Funding Date specifying and (ii) a power of attorney granted by the Trust in favor of Bankers Trust (Delaware). (g) A Good Standing Certificate for the Debtor issued by the Secretary of State of the State of Delaware and certificates of qualification as a foreign trust issued by the Secretary of State or other similar official of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement, the Master Receivables Purchase Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Initial Funding Date. (h) A Good Standing Certificate for AmeriCredit issued by the Secretary of State of the State of Delaware and certificates of qualification as a foreign corporation issued by the Secretary of State or other similar official of Texas and California, in each case, dated a date reasonably prior to the Initial Funding Date. (i) A Good Standing Certificate for AFC II issued by the Secretary of State of the State of Delaware and certificates of qualification as a foreign corporation issued by the Secretary of State or other similar official of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement, the Master Receivables Purchase Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Initial Funding Date. (j) A Good Standing Certificate for the Trustee issued by the Secretary of State of the State of Delaware and certificates of qualification as a foreign corporation issued by the Secretary of State or other similar official of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement, the Master Receivables Purchase Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Initial Funding Date. (k) A Certificate of the Secretary of the Debtor substantially in the form of Exhibit J hereto. (l) A Certificate of the Secretary of AmeriCredit substantially in the form of Exhibit J hereto. (m) A Certificate of the Secretary of AFC II substantially in the form of Exhibit J hereto. (n) A Certificate of the Secretary of the Trustee substantially in the form of Exhibit J hereto. (o) Acknowledgement copies of proper financing statements (Form UCC-1), naming AmeriCredit as the debtor/seller in favor of the Debtor as secured party/purchaser and the Collateral Agent, for the benefit of the Secured Parties, as assignee of the secured party/purchaser or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Debtor's security interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (p) Acknowledgement copies of proper financing statements (Form UCC-1), naming AFC II as the debtor/seller in favor of the Debtor as secured party/purchaser and the Collateral Agent, for the benefit of the Secured Parties, as assignee of the secured party/purchaser or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Debtor's security interest in the Receivables, Related Security and Collections, free and clear of any Adverse Claim. (q) Acknowledgement copies of proper financing statements (Form UCC-1), naming the Debtor as the debtor in favor of the Collateral Agent, for the benefit of the Secured Parties, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Collateral Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent's security interest in the Collateral, including all Receivables, Related Security and Collections, free and clear of any Adverse Claim. (r) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Receivables, Related Security and Collections, previously granted by AmeriCredit. (s) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Receivables, Related Security and Collections, previously granted by AFC II. (t) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in the Collateral, including the Receivables, Related Security and Collections, previously granted by the Debtor. (u) Certified copies of request for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Collateral Agent) dated a date reasonably near the date of the Initial Funding listing all effective financing statements which name the Debtor, AmeriCredit or AFC II (under its objection present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to items (p), (q) and (r) above together with copies of such financing statements with respect to AFC II and the Debtor, and, with respect to AmeriCredit, as may be requested by the Agent or its counsel (none of which shall cover any Receivables or Contracts). (v) Executed copies of the Lock-Box Agreements relating to each of the Lock-Boxes and the Lock-Box Accounts. (w) An opinion of Xxxxx Xxxxxxxxxx LLP, special counsel to the Debtor, AmeriCredit and AFC II, covering the matters set forth in Exhibit I hereto. (x) An opinion of Xxxxx Xxxxxxxxxx LLP, special counsel to the Debtor, AmeriCredit and AFC II, covering certain bankruptcy and insolvency matters (i.e. "true sale" and non-consolidation) in form and substance satisfactory to the Collateral Agent and Collateral Agent's counsel. (y) The Note, duly executed by the Debtor and appropriately completed. (z) Evidence that Bank of America shall no longer be a party to the Restated Revolving Credit Agreement, as amended, dated October 3, 1997 among AmeriCredit Corp., AmeriCredit Financial Services, Inc., AmeriCredit Corporation of California, ACF Investment Corp., AmeriCredit Management Company, Xxxxx Fargo Bank (Texas) National Association, as agent and banks party thereto. (aa) Such other documents, approvals, consents, instruments, certificates or opinions as the Collateral Agent or the Secured Parties shall reasonably request.