Common use of Conditions to Each Borrowing Clause in Contracts

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 2009-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the following conditions precedent that on the date of the Borrowing, (both before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true:): (a) (i) the representations and warranties of HVF ZVF set out in this Agreement (with the exception of Sections other than Section 6.01(a) (solely to the extent such representations and warranties relate relating to any Series of Indenture Notes other than the Series 20092010-1 Notes), Section 6.01(b) and Section 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Zipcar set out in this Agreement (with the exception of other than Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVFZVF, the Nominee Servicer, the Administrator and the Administrator Lessee set out in the Related Documents (other than (x) this Agreement and the (y) any Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092010-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092010-1 Rapid Amortization Period has shall not have commenced; (c) the Class A Commitment Termination Date shall not have occurred; (d) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 20092010-1 Enhancement Amount and the other amounts set forth therein and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December May 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 20092010-1 Notes for the Related Month immediately preceding the date of such Borrowing; (de) all conditions to making the related Advances in connection with such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (ef) subject to Section 8.7(b) of the Base Indenture, the each Series 20092010-1 Related Documents Document shall be in full force and effect; and; (fg) HVF ZVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Class A Interest Rate Caps in accordance with Section 3.12 of the Series 20092010-1 Supplement; (h) The Class B Noteholders shall have funded the related Increase with respect to the Class B Principal Amount; and (i) After giving effect to such Borrowing and the funding of the Increase with respect to the Class B Principal Amount described in clause (h) above, the Class B Principal Amount shall be equal to the product of (a) the Class A Principal Amount and (b) 40%. The giving of any notice by ZVF pursuant to Section 2.03 2.03(a) shall be deemed to constitute a representation and warranty by HVF ZVF and the Administrator Zipcar that all conditions precedent to such Borrowing have been satisfiedshall be satisfied as of the date of such Borrowing.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF each of the Co-Issuers set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), set forth in Section 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092007-1 Subsequent 2 Closing Date), (ii) the representations and warranties of the Administrator Servicer set out in this Agreement (with the exception of the representations and warranties set forth in Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, each of the Nominee Co-Issuers and the Administrator Servicer set out in the Related Base Indenture and the other Transaction Documents (other than this Agreement and the Series Supplements and Related Transaction Documents relating solely to a Series of Indenture Notes other than the Series 20092007-1 2 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092007-1 Rapid Amortization 2 Mandatory Redemption Period has not commenced; (c) the related Funding Agent shall have received (ithe most recent Monthly Noteholders’ Statement for the Series 2007-2 Notes as delivered in accordance to Section 12.1(c) of the Base Indenture and an executed advance request in the form of Exhibit A hereto (each such request, an “Series 2007-2 Advance Request”) certifying as to the current Aggregate Asset Amount and the Amount, Series 20092007-1 2 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Class B Enhancement Amount; and (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF the Co-Issuers and the Administrator Servicer that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 2009-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 October 2012 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 20092008-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092008-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Base Indenture and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092008-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092008-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) the Monthly Noteholders’ Statement for the Series 2008-1 Notes for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 20092008-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such BorrowingAmount; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 20092008-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more the Series 20092008-1 Interest Rate Caps Letter of Credit has been issued and remains outstanding and in accordance with Section 3.12 of the Series 2009-1 Supplementfull force and effect. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092010-1 Subsequent 2 Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Series 2010-2 Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 NotesAgreement) to which each is a partyparty (other than any representations or warranties relating solely to any Other Segregated Series of Notes or any Series of Notes), in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092010-1 2 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount and the Series 20092010-1 2 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 January 1, 2011 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 20092010-1 2 Notes for the Related Month immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base IndentureIndenture and Section 7.7 of the Series 2010-2 Supplement, the Series 20092010-1 2 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 20092010-1 2 Interest Rate Caps in accordance with Section 3.12 9.11 of the Series 20092010-1 2 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, fund any Borrowing on any day Funding Date (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowingsuch Funding Date, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF the Issuer and OneMain Financial set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations Agreement, and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of each of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVFIssuer, the Nominee Depositor, OneMain Financial and the Administrator OMF Entities set out in the Related Documents (other than this Agreement Indenture and the Series Supplements and Related other Transaction Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing applicable Funding Date with the same effect as though made on that date (unless stated except that, to relate solely the extent that any such representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall be representation or warranty was true and correct at and as of such earlier date); (b) the Series 2009-1 Rapid no potential Event of Default, Event of Default, potential Servicer Default, Servicer Default, potential Early Amortization Period has not commenced;Event or Early Amortization Event shall have occurred and be continuing or would occur as a result of such Borrowing. (c) the related Funding Revolving Period Termination Date has not occurred; (d) the Administrative Agent and the Indenture Trustee shall have received (i) an executed advance request Funding Notice; (e) after giving effect to such Borrowing, the Series A Note Balance (including the amount of all unfunded Series A Advances delayed by a Purchaser Group, if any, as of such date) shall not exceed the Series A Maximum Principal Amount; (f) after giving effect to such Borrowing, the amount on deposit in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as Reserve Account shall be at least equal to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and Required Reserve Account Amount; (iig) in the case no portion of any such Borrowing occurring on or after the date the Monthly Noteholder Statement relating will be used to the December 2010 Payment Date acquire a loan that was originated by a Seller that is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding not an Eligible Loan as of the date of such Borrowingacquisition; (dh) such Borrowing (and the use of the proceeds of such Borrowing) would not have resulted in the existence of an Overcollateralization Event as of the related Funding Date; (i) such Borrowing (and the use of the proceeds of such Borrowing) would not have resulted in the occurrence of a Reinvestment Criteria Event (other than an Overcollateralization Event) as of the related Funding Date; and (j) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice Funding Notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF the Issuer, the Depositor and the Administrator Servicer that all conditions precedent to such Borrowing have been satisfied. If the Issuer is required to give effect to a proposed Borrowing and/or the use of proceeds thereof in determining whether any Early Amortization Event specified in clauses (a) and (b) of the definition thereof or any Reinvestment Criteria Event (other than an Overcollateralization Event), in each case, has occurred or will occur, the Depositor on behalf of the Issuer shall make such determination by adjusting the Loan Action Date Loan Pool that actually existed with respect to the immediately preceding Monthly Loan Action Date for such proposed Advance and/or use of proceeds and any Loan Actions taken after such Monthly Loan Action Date and on or prior to such Funding Date, without taking into account any collections or changes in the characteristics of individual Loans following such Monthly Loan Action Date.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing following the Restatement Effective Date) shall be subject to the following conditions precedent that on the date of the Borrowing, (both before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true:): (a) (i) the representations and warranties of HVF ZVF set out in this Agreement (with the exception of Sections other than Section 6.01(a) (solely to the extent such representations and warranties relate relating to any Series of Indenture Notes other than the Series 20092010-1 Notes), Section 6.01(b) and Section 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Zipcar set out in this Agreement (with the exception of other than Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVFZVF, the Nominee Servicer, the Administrator and the Administrator Lessee set out in the Related Documents (other than (x) this Agreement and the (y) any Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092010-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092010-1 Rapid Amortization Period has shall not have commenced; (c) the Series 2010-1 Commitment Termination Date shall not have occurred; (d) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 20092010-1 Enhancement Amount and the other amounts set forth therein and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December May 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 20092010-1 Notes for the Related Month immediately preceding the date of such Borrowing; (de) all conditions to making the related Advances in connection with such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (ef) subject to Section 8.7(b) of the Base Indenture, the each Series 20092010-1 Related Documents Document shall be in full force and effect; and (fg) HVF ZVF shall have acquired and shall be maintaining in force one or more Series 20092010-1 Interest Rate Caps in accordance with Section 3.12 of the Series 20092010-1 Supplement. The giving of any notice by ZVF pursuant to Section 2.03 2.03(a) shall be deemed to constitute a representation and warranty by HVF ZVF and the Administrator Zipcar that all conditions precedent to such Borrowing have been satisfiedshall be satisfied as of the date of such Borrowing.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), Section 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092005-1 Subsequent 3 Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee HVF and the Administrator set out in the Base Indenture and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092005-1 3 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092005-1 3 Rapid Amortization Period has not commenced; (c) (i) HVF shall have requested advances under its Class A-2 Note on such date in a principal amount such that, after giving effect to the Borrowings made hereunder, the advances requested under the Class A-2 Notes and the Class A-1 Notes are made ratably among the Class A-2 Notes and the Class A-1 Notes and (ii) HVF shall have requested advances under its Series 2005-4 Note on such date in a principal amount such that, after giving effect to the Borrowings made hereunder and the borrowings made under the Class A-2 Notes, the advances requested under the Series 2005-4 Notes and the Class A Notes are made ratably among the Series 2005-4 Notes and the Class A Notes; (d) the related Funding Agent shall have received (i) the Monthly Noteholders’ Statement for the Class A-1 Notes for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Amount, Class A Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Class B Enhancement Amount; and (de) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 2009-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 October 2009 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), Section 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092005-1 Subsequent 4 Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee HVF and the Administrator set out in the Base Indenture and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092005-1 4 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092005-1 4 Rapid Amortization Period has not commenced; (c) HVF shall have requested advances under its Series 2005-3 Notes on such date in a principal amount such that, after giving effect to the Borrowings made hereunder, the advances requested under the Series 2005-3 Notes and the Class A Notes are made ratably among the Series 2005-3 Notes and the Class A Notes; (d) the related Funding Agent shall have received (i) the Monthly Noteholders’ Statement for the Class A Notes for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Amount, Class A Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Class B Enhancement Amount; and (de) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the following conditions precedent that on the date of the Borrowing, (both before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true:): (a) (i) the representations and warranties of HVF ZVF set out in this Agreement (with the exception of Sections other than Section 6.01(a) (solely to the extent such representations and warranties relate relating to any Series of Indenture Notes other than the Series 20092011-1 Notes), Section 6.01(b) and Section 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Zipcar set out in this Agreement (with the exception of other than Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVFZVF, the Nominee Servicer, the Administrator and the Administrator Lessee set out in the Related Documents (other than (x) this Agreement and the (y) any Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092011-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092011-1 Rapid Amortization Period has shall not have commenced; (c) the Series 2011-1 Commitment Termination Date shall not have occurred; (d) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 20092011-1 Enhancement Amount and the other amounts set forth therein and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 January 2012 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 20092011-1 Notes for the Related Month immediately preceding the date of such Borrowing; (de) all conditions to making the related Advances in connection with such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (ef) subject to Section 8.7(b) of the Base Indenture, the each Series 20092011-1 Related Documents Document shall be in full force and effect; and (fg) HVF ZVF shall have acquired and shall be maintaining in force one or more Series 20092011-1 Interest Rate Caps in accordance with Section 3.12 of the Series 20092011-1 Supplement. The giving of any notice by ZVF pursuant to Section 2.03 2.03(a) shall be deemed to constitute a representation and warranty by HVF ZVF and the Administrator Zipcar that all conditions precedent to such Borrowing have been satisfiedshall be satisfied as of the date of such Borrowing.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed the Series 2002-1 Note Purchaser to fund, fund any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF TFFC set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date)Agreement, (ii) the representations and warranties of the Administrator Servicer set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein)Agreement, and (iii) the respective representations and warranties of HVF, the Nominee TFFC and the Administrator Servicer set out in the Base Indenture (and as such representations and warranties in the Base Indenture have been modified pursuant to the Series 2002-1 Supplement with respect to the Series 2002-1 Note) and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092002-1 Rapid Amortization Period has shall not have commenced; (c) the related Funding Agent shall have received (i) the Monthly Noteholders' Statement for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A B hereto (each such request, an “"Advance Request”") certifying as to the current Aggregate Asset Amount and Series 2002-1 Credit Support Amount; (d) all limitations specified in Section 2.02 of this Agreement and Section 4.2 of the Series 20092002-1 Enhancement Amount and Supplement shall have been satisfied (iiincluding after giving effect to such Borrowing); and (e) no Borrowing has been made in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month seven day period immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF TFFC and the Administrator Servicer that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor the Series 2000-2 Note Purchaser to fund, and the obligation of each the Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a1) (i) the representations and warranties of HVF TFFC set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Date)Agreement, (ii) the representations and warranties of the Administrator Servicer set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein)Agreement, and (iii) the representations and warranties of HVF, the Nominee TFFC and the Administrator Servicer set out in the Base Indenture and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b2) the Series 20092000-1 2 Rapid Amortization Period has not commenced; (c3) the related Funding Agent Committed Note Purchaser shall have received (i) the Monthly Noteholders' Statement for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A B hereto (each such request, an “"Advance Request”") certifying as to the current Aggregate Asset Amount and the Series 20092000-1 2 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Amount; and (d4) all conditions to such Borrowing limitations specified in Section 2.02(a) 2.02 of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF TFFC and the Administrator Servicer that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 2009-1 Subsequent Closing Datedate hereof), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee and the Administrator set out in the Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 2009-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing; (d) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed the Series 1997-1 Note Purchaser to fund, fund any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF NFLP set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b5.01(b) and 6.01(d5.01(d), which shall have been true and accurate in all material respects on the Series 20091997-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Master Servicer set out in this Agreement (with the exception of Section 6.02(aSections 5.02(a) and 5.02(b), which shall have been true and accurate on the dates specified thereinSeries 1997-1 Closing Date), and (iii) the representations and warranties of HVF, the Nominee NFLP and the Administrator Master Servicer set out in the Base Indenture and the other CP Program Documents and other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a partyparty (with the exception of Sections 23.5, 23.10 and 23.24 of the Series 1997 Lease, which shall have been true and accurate on the Series 1997-1 Closing Date) shall, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that, with respect to the representations and warranties of NFLP and the Master Servicer in the Base Indenture only, and without limiting any representations and warranties of NFLP contained in any other Related Document or CP Program Document, the condition precedent set forth in this Section 6.03(a) shall be satisfied if such representations and warranties are true and correct in all material respects (to the extent such representation and warranty does not contain a materiality limitation in its terms) on the applicable date referred to in this Section 6.03(a); (b) the Series 20091997-1 Rapid Amortization Period has not commenced; (c) the related Funding Series 1997-1 Collateral Agent shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ ' Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Borrowing and an executed advance request in the form of Exhibit B hereto (each such request, an "Advance Request") certifying as to the current Series 1997 Aggregate Asset Amount and Series 1997-1 Enhancement Amount; and (d) all conditions to such Borrowing limitations specified in Section 2.02(a) 2.01 of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 2.02 shall constitute a representation and warranty by HVF NFLP and the Administrator Master Servicer that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), Section 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092005-1 Subsequent 3 Closing Date), (ii) the representations and warranties of the Administrator set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVF, the Nominee HVF and the Administrator set out in the Base Indenture and the other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092005-1 3 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092005-1 3 Rapid Amortization Period has not commenced; (c) (i) HVF shall have requested advances under its Class A-1 Note on such date in a principal amount such that, after giving effect to the Borrowings made hereunder, the advances requested under the Class A-1 Notes and the Class A-2 Notes are made ratably among the Class A-1 Notes and the Class A-2 Notes and (ii) HVF shall have requested advances under its Series 2005-4 Note on such date in a principal amount such that, after giving effect to the Borrowings made hereunder and the borrowings made under the Class A-1 Notes, the advances requested under the Series 2005-4 Notes and the Class A Notes are made ratably among the Series 2005-4 Notes and the Class A Notes; (d) the related Funding Agent shall have received (i) the Monthly Noteholders’ Statement for the Class A-2 Notes for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 2009-1 Amount, Class A Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Class B Enhancement Amount; and (de) all conditions to such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser the Class B Noteholders to fund, fund any Borrowing on any day (including the initial Borrowing) shall be subject to the following conditions precedent that on the date of the Borrowing, both before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF ZVF set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 20092010-1 Notes), 6.01(b) and 6.01(d), which shall have been true and accurate in all respects on the Series 20092010-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Zipcar set out in this Agreement (with the exception of Section 6.02(a), which shall have been true and accurate on the dates specified therein), and (iii) the representations and warranties of HVFZVF, the Nominee Servicer, the Lessee and the Administrator set out in the Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 20092010-1 Notes) to which each is a party, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) the Series 20092010-1 Rapid Amortization Period has not commenced; (c) the related Funding Agent Class B Commitment Termination Date has not occurred; (d) each Class B Noteholder shall have received (i) an executed advance request in the form of Exhibit A hereto (each such request, an “Advance Request”) certifying as to the current Aggregate Asset Amount and the Series 20092010-1 Enhancement Amount and (ii) in the case of any Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December May 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 20092010-1 Notes for the Related Month immediately preceding the date of such Borrowing; (de) all conditions to making the related Advances in connection with such Borrowing specified in Section 2.02(a) of this Agreement shall have been satisfied; (ef) subject to Section 8.7(b) of the Base Indenture, the each Series 20092010-1 Related Documents Document shall be in full force and effect; and (fg) HVF shall have acquired after giving effect to such Borrowing and the funding of any Increase with respect to the Class A Principal Amount on such day, the Class B Principal Amount shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 equal to the product of (a) the Series 2009-1 SupplementClass A Principal Amount and (b) 40%. The giving of any notice by ZVF pursuant to Section 2.03 2.03(a) shall be deemed to constitute a representation and warranty by HVF ZVF and the Administrator that all conditions precedent to such Borrowing have been satisfiedshall be satisfied as of the date of such Borrowing.

Conditions to Each Borrowing. The election of each Conduit Investor to fund, and the obligation of each Committed the Note Purchaser to fund, fund any Borrowing on any day (including the initial Borrowing) shall be subject to the conditions precedent that on the date of the Borrowing, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true: (a) (i) the representations and warranties of HVF RCFC set out in this Agreement (with the exception of Sections 6.01(a) (to the extent such representations and warranties relate to any Series of Indenture Notes other than the Series 2009-1 Notes), 6.01(b5.01(b) and 6.01(d5.01(d), which shall have been true and accurate in all material respects on the Series 20091998-1 Subsequent Closing Date), (ii) the representations and warranties of the Administrator Master Servicer set out in this Agreement (with the exception of Section 6.02(aSections 5.02(a) and 5.02(b), which shall have been true and accurate on the dates specified thereinSeries 1998-1 Closing Date), and (iii) the representations and warranties of HVF, the Nominee RCFC and the Administrator Master Servicer set out in the Base Indenture and the other CP Program Documents and other Related Documents (other than this Agreement and the Series Supplements and Related Documents relating solely to a Series of Indenture Notes other than the Series 2009-1 Notes) to which each is a partyparty (with the exception of Sections 23.2, 23.3, 23.4 and 23.9 of the Master Lease, which shall have been true and accurate on the Series 1998-1 Closing Date) shall, in each such case, shall be true and accurate as of the date of the Borrowing with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that, with respect to the representations and warranties of RCFC and the Master Servicer in the Base Indenture only, and without limiting any representations and warranties of RCFC contained in any other Related Document or CP Program Document, the condition precedent set forth in this Section 6.03(a) shall be satisfied if such representations and warranties are true and correct in all material respects (to the extent such representation and warranty does not contain a materiality limitation in its terms) on the applicable date referred to in this Section 6.03(a); (b) the Series 20091998-1 Rapid Amortization Period has not commenced; (c) the related Funding Collateral Agent shall have received (i) the Monthly Noteholders' Statement for the Related Month immediately preceding the date of such Borrowing and an executed advance request in the form of Exhibit A hereto (each such request, an “"Advance Request”") certifying as to the current Aggregate Asset Amount and the Series 2009-1 Amount, Enhancement Amount and (ii) in the case of any CP Borrowing occurring on or after the date the Monthly Noteholder Statement relating to the December 2010 Payment Date is required to be delivered, the Monthly Noteholders’ Statement for the Series 2009-1 Notes for the Related Month immediately preceding the date of such Borrowing;Base; and (d) all conditions to such Borrowing specified in Section 2.02(a) 2.01 of this Agreement shall have been satisfied; (e) subject to Section 8.7(b) of the Base Indenture, the Series 2009-1 Related Documents shall be in full force and effect; and (f) HVF shall have acquired and shall be maintaining in force one or more Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1 Supplement. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by HVF and the Administrator that all conditions precedent to such Borrowing have been satisfied.