Common use of Conditions to the Closing and the Initial Funding Clause in Contracts

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the Lender shall not be obligated to make a Revolving Loan hereunder on the occasion of the Initial Funding, nor shall the Lender, the Deal Agent or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i), (d), (e) and (f) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving Loan, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V to the Agreement, Exhibit A to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been funded, the Funding Notice and any applicable contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note in the aggregate face amount of $75,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter and shall have reimbursed the Lender, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lender, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to the Required Reserve Account Amount.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the no Lender shall not be obligated to make a Revolving Loan an Advance hereunder on the occasion of the Initial Funding, nor shall the any Lender, the Deal Agent Agent, the Liquidity Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (d), (e), (f) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving LoanAdvance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V Schedules V, VII and IX to the Agreement, Exhibit A Schedule I to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been fundedFunding Notice, the Funding Notice UCC-3 termination statements and any applicable the contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note Notes in the aggregate face amount of $75,000,000 325,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, thereby or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officerofficer’s Certificate certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s a Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter related to the VFCC Purchaser Group, and shall have reimbursed each Lender, the LenderBackup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender, the LenderBackup Servicer, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to 1.0% of the Required Capital after giving effect to the proposed Advance. (i) The Hedging Agreement shall be in effect. (j) The Borrower shall have deposited $295,000 to the Reserve Account AmountAccount.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the no Lender shall not be obligated to make a Revolving Loan an Advance hereunder on the occasion of the Initial Funding, nor shall the any Lender, the Deal Agent Agent, the Liquidity Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (b), (c), (d), (e), (f) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving LoanAdvance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (a) (i) Each Transaction Document Document, each Liquidity Agreement and the Bridge Loan Agreement shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V to the Agreement, Exhibit A to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been funded, the Funding Notice and any applicable contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note Notes in the aggregate face amount of $75,000,000 50,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer Credit Acceptance have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, thereby or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer Credit Acceptance in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officerofficer’s Certificate certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer Credit Acceptance for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer Credit Acceptance shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s a Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter and shall have reimbursed the Lender, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lender, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to the Required Reserve Account Amount.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the Lender shall not be obligated to make a Revolving Loan hereunder on the occasion of the Initial Funding, nor shall the Lender, the Deal Agent or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i), (d), (e) and (f) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving Loan, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V to the Agreement, Exhibit A to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1UCC‑1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been funded, the Funding Notice and any applicable contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note in the aggregate face amount of $75,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter and shall have reimbursed the Lender, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lender, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to the Required Reserve Account Amount.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the Lender Lenders shall not be obligated to make a Revolving Loan hereunder on the occasion of the Initial Funding, nor shall the LenderLenders, the Deal Agent Agent, any Managing Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(ia), (b), (c), (d), (e), (f), (i) (if the Hedging Agreement is entered into as of the Closing Date) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving Loan, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent and each Managing Agent: (ia) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal AgentAgent and the Managing Agents, provided, however, that Schedule V to the this Agreement, Exhibit A to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the CollateralCollateral to the extent not delivered on the Closing Date, the Hedging Agreement (if not entered into as of the Closing Date), evidence that the Reserve Account has been funded, the Funding Notice and any applicable contractual release (and UCC-3 termination statements, in if applicable) shall not be required prior to the Initial Funding on the Initial initial Funding Date, and (ii) the executed Note in the aggregate face amount of $75,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any other Secured Party against the Borrower, the Originator or the Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter and shall have reimbursed the LenderLenders, the Deal Agent Agent, the Managing Agents, the Backup Servicer and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the LenderLenders, the Deal Agent Agent, any Managing Agent, the Backup Servicer and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Potential Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to the Required Reserve Account Amount (i) The Hedging Agreement shall be in effect. (j) The Deal Agent shall have received a letter from DBRS addressed to the Deal Agent confirming that the Class A Revolving Loans hereunder and the Class B Revolving Loans hereunder have received ratings from DBRS of “AA- (sf)” and “A (sf),” respectively.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the Lender shall not be obligated to make a Revolving Loan hereunder on the occasion of the Initial Funding, nor shall the Lender, the Deal Agent Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (d), (e), (f) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving Loan, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V Schedules V, VII and VIII to the Agreement, Exhibit A to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been fundedFunding Notice, the Funding Notice UCC-3 termination statements and any applicable the contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note in the aggregate face amount of $75,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or therebythereby except for the sales finance company licenses for the states of Maryland and Pennsylvania of which the failure to obtain such licenses does not have a Material Adverse Effect, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter and shall have reimbursed the Lender, the Backup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lender, the Backup Servicer, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to the Required Reserve Account Amount. (i) The Hedging Agreement shall be in effect. (j) Evidence satisfactory to the Deal Agent that (i) the Credit Agreement remains in effect with a commitment amount of at least $170,000,000 and a maturity no earlier than June 1, 2014 and (ii) the Fourth Amended and Restated Loan and Security Agreement dated as of June 16, 2010, among CAC Warehouse Funding Corporation II, Credit Acceptance, Xxxxx Fargo Bank, National Association, as the Deal Agent, Backup Servicer and Collateral Agent, the CP Conduits from time to time party thereof and the Investors from time to time party thereto remains in effect with a commitment amount of at least $325,000,000 and a maturity no earlier than June 1, 2014.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the no Lender shall not be obligated to make a Revolving Loan an Advance hereunder on the occasion of the Initial Funding, nor shall the any Lender, the Deal Agent Agent, the Liquidity Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (d), (e), (f) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving LoanAdvance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (a) (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V Schedules V, VII and IX to the Agreement, Exhibit A Schedule I to the Contribution Agreement, the Funding Date Officer’s Certificate regarding the Agreement, the Funding Date Officer’s Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been fundedFunding Notice, the Funding Notice UCC-3 termination statements and any applicable the contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note Notes in the aggregate face amount of $75,000,000 325,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, thereby or (ii) an Officer’s Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officerofficer’s Certificate certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s a Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter related to the VFCC Purchaser Group, and shall have reimbursed each Lender, the LenderBackup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender, the LenderBackup Servicer, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to 1.0% of the Required Capital after giving effect to the proposed Advance. (i) The Hedging Agreement shall be in effect. (j) The Borrower shall have deposited $295,000 to the Reserve Account AmountAccount.

Conditions to the Closing and the Initial Funding. The Closing Date shall not occur and the no Lender shall not be obligated to make a Revolving Loan an Advance hereunder on the occasion of the Initial Funding, nor shall the any Lender, the Deal Agent Agent, the Liquidity Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (d), (e), (f) and (fj) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Revolving LoanAdvance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Conditions Precedent Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, provided, however, that Schedule V Schedules V, VII and IX to the Agreement, Exhibit A Schedule I to the Contribution Agreement, the Funding Date Officer’s 's Certificate regarding the Agreement, the Funding Date Officer’s 's Certificate regarding the Contribution Agreement, the filed financing statements on Form UCC-1, legal opinions relating to the transfer of the Collateral, evidence that the Reserve Account has been fundedFunding Notice, the Funding Notice UCC-3 termination statements and any applicable the contractual release (and UCC-3 termination statements, in applicable) shall not be required prior to the Initial Funding on the Initial Funding Date, and (ii) the executed Note in the aggregate face amount of $75,000,000 100,000,000 shall have been delivered to the Deal Agent. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby, thereby or (ii) an Officer’s 's Certificate from each of the Borrower, the Originator and the Servicer in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate officer's certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s a Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter related to the VFCC Purchaser Group, and shall have reimbursed each Lender, the LenderBackup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender, the LenderBackup Servicer, the Deal Agent and/or the Collateral Agent. (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements; provided, for the avoidance of doubt, it is expressly understood that during the Revolving Period, the Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Reserve Account an amount equal to 1.0% of the Required Capital after giving effect to the proposed Advance. (i) The Hedge Agreement shall be in effect. (j) The Borrower shall have deposited $295,000 to the Reserve Account AmountAccount.