Common use of Corporate Existence Clause in Contracts

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directorsmanagers, or adopt resolutions pursuant to a unanimous written consent of the board of directors managers as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directorsmanagers, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Subsequent Transfer Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that, a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that, a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller Depositor will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller Depositor shall observe the applicable legal requirements for the recognition of the Seller Depositor as a legal entity separate and apart from its Affiliates, including as followsthe following: (i) the Seller Depositor shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller Depositor shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller Depositor shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors as are necessary to authorize all the Seller’s Depositor's corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller Depositor not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller Depositor shall at all times hold itself out to the public under the Seller’s Depositor's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller Depositor and its Affiliates will be conducted on an arm’sarm's-length basis; (vi) except as provided for by the Basic Documents, the Depositor shall not utilize NAL as its agent and shall not agree to act as the agent of any other Person; and (vivii) the Seller Depositor shall pay from its assets at all obligations and indebtedness times have at least one director that is an "Independent Director" as such term is defined in the certificate of any kind incurred by the Sellerincorporation.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller’s Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholder(s) (and any successor Seller that is not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person’s obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller’s Articles of Incorporation. (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholder(s) (and any successor Seller that is not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person’s obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors members as are necessary to authorize all the Seller’s corporate 's actions required by law to be authorized by the board of directorsmembers, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board Board of directors Directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliatesaffiliates, including as followsthe following: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (ii) except Except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);; and (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Selleraffiliates.

Corporate Existence. (a) During the term of this Agreement, the Seller Depositor will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis. (b) During the term of this Agreement, the Seller Depositor shall observe the applicable legal requirements for the recognition of the Seller Depositor as a legal entity separate and apart from its Affiliatesaffiliates, including as followsthe following: (i) the Seller Depositor shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (ii) except Except as otherwise provided in this Agreement, the Seller Depositor shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iii) the Seller Depositor shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the SellerDepositor’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller Depositor not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);; and (iv) the Seller Depositor shall at all times hold itself out to the public under the SellerDepositor’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Selleraffiliates.

Corporate Existence. (a) During the term of this Agreement, subject to Section 7.5, the Seller Depositor will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller Depositor shall observe the applicable legal requirements for the recognition of the Seller Depositor as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller Depositor shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller Depositor shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller Depositor shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s Depositor's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller Depositor not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller Depositor shall at all times hold itself out to the public under the Seller’s Depositor's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller Depositor and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller Depositor shall pay from its assets at all obligations and indebtedness times have at least two directors who are not Affiliates of any kind incurred or employed by the SellerDepositor or any of the Depositor's Affiliates.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Subsequent Transfer Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates will be conducted on an arm's-length basis. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliatesaffiliates, including as followsthe following: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (ii) except Except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);; and (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Selleraffiliates.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; ; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; ; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); ; and (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, [any Subsequent Transfer Agreement,] the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Receivables Seller and the Depositor will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Receivables Seller and the Depositor shall observe the applicable legal requirements for the recognition of the Receivables Seller or Depositor, as applicable, as a legal entity separate and apart from its Affiliates, including as follows:follows (provided, however, that the limitations set forth in subsections (ix), (x), (xi) and (xiv) shall be applicable solely to the Depositor and shall not limit the Receivables Seller's activities): (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Receivables Seller or Depositor, as applicable, not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s its own name as a legal entity separate and distinct from its Affiliates; (v) conduct all transactions and dealings between the Seller and with its Affiliates will be conducted on an arm’sarm's-length basis; (vi) obtain proper authorization for all action requiring such authorization; (vii) pay its own operating expenses and liabilities from its own funds; (viii) continuously maintain its resolutions, agreements and other instruments underlying the transactions described in this Agreement as part of its official records; (ix) the Depositor shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) the Depositor shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith; (xi) the Depositor shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (vixiv) the Seller Depositor shall pay from its assets all obligations and not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Subsequent Transfer Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board Board of directors Directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, [any Subsequent Transfer Agreement] the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness Indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary where the failure to protect do so would materially and adversely affect the validity and enforceability of this Agreement, Agreement and the other Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreementcontemplated by the Basic Documents, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate 's actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;Affiliates (it being understood, however, that the Seller is a "disregarded entity" for tax purposes); and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller’s Articles of Incorporation and shall not amend such Article THIRD without the prior written consent of the Insurer (for so long as it is the Controlling Party) which consent shall not be unreasonably withheld; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholder(s) (and any successor Seller that is not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person’s obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this Agreement, the each Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the each Seller shall observe the applicable legal requirements for the recognition of the such Seller as a legal entity separate and apart from its Affiliates, including as follows:follows (provided, however, that the limitations set forth in subsections (x), (xi) and (xiv) shall be applicable solely to AFC and shall not limit AmeriCredit’s activities): (i) the such Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the such Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the such Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board its Board of directors Directors, as are necessary to authorize all the such Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the such Seller shall at all times hold itself out to the public under the such Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the such Seller and its Affiliates will be conducted on an arm’s-length basis; (vi) such Seller shall obtain proper authorization for all action requiring such authorization; (vii) such Seller shall pay its own operating expenses and liabilities from its own funds; (viii) such Seller’s resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) AFC shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) AFC shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition; (xi) AFC shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) AFC shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (vixiv) AFC shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Seller shall pay from its assets all obligations and indebtedness Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller Transferor will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller Transferor shall observe the applicable legal requirements for the recognition of the Seller Transferor as a legal entity separate and apart from ILC and its other Affiliates, including as follows: (i) the Seller Transferor shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller Transferor shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller Transferor shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s Transferor's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller Transferor not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller Transferor shall at all times hold itself out to the public under the Seller’s Transferor's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller Transferor and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the each Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the each Seller shall observe the applicable legal requirements for the recognition of the such Seller as a legal entity separate and apart from its Affiliates, including as follows:follows (provided, however, that the limitations set forth in subsections (x), (xi) and (xiv) shall be applicable solely to AFC and shall not limit AmeriCredit’s activities): (i) the such Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the such Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the such Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board its Board of directors Directors, as are necessary to authorize all the such Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the such Seller shall at all times hold itself out to the public under the such Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the such Seller and its Affiliates will be conducted on an arm’s-length basis; (vi) such Seller shall obtain proper authorization for all action requiring such authorization; (vii) such Seller shall pay its own operating expenses and liabilities from its own funds; (viii) such Seller’s resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) AFC shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) AFC shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith; (xi) AFC shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) AFC shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (vixiv) AFC shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Seller shall pay from its assets all obligations and indebtedness Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain a Board of Directors with not less than two Independent Directors; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, Directors or adopt resolutions pursuant to distribute appropriate unanimous consents in lieu of a unanimous written consent of the board of directors meeting as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vivii) the Seller shall pay from its assets all obligations and not incur any indebtedness, other than the indebtedness of any kind incurred contemplated by the SellerIndenture.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Receivables Sale Agreement, the other Basic Documents Agreements and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b1) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i1) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii2) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii3) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(sstockholders) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv4) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v5) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm's length basis; and. (vi2) During the term of this Agreement, the Seller shall pay from take no action that would cause the Borrower to violate any of its assets all obligations and indebtedness of any kind incurred by covenants under the SellerBasic Agreements or that otherwise would be likely to have a material adverse effect on the Borrower and/or the Secured Parties.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of 39 its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificates of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm's length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this ------------------- Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates will be conducted on an arm's-length basis. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliatesaffiliates, including as followsthe following: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (ii) except Except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);; and (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Selleraffiliates.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificates of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerBasic Documents.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Credit Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller Seller, individually and in its capacity as Originator, shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliatesthe Buyer, including as follows: (i1) the Seller shall maintain corporate records and books of account separate from those of its Affiliatesthe Buyer; (ii2) except as otherwise provided in this AgreementAgreement and similar arrangements relating to securitizations, the Seller shall not commingle its assets and funds with those of its Affiliatesthe Buyer; (iii3) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law)formalities; (iv4) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;the Buyer; and (v5) all transactions and dealings between the Seller and its Affiliates the Buyer will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law);of (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificate of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerBasic Documents or the Series Related Documents with respect to each Series.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller subject to Section 8.3, BDFS will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents Agreement and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller BDFS shall observe the applicable legal requirements for the recognition of the Seller BDFS as a legal entity separate and apart from its Affiliatesaffiliates, including as follows: (i) the Seller BDFS shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (ii) except as otherwise provided in this Agreement, the Seller BDFS shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iii) the Seller BDFS shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s BDFS's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller Servicer not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller BDFS shall at all times hold itself out to the public under the Seller’s BDFS's own name as a legal entity separate and distinct from its Affiliates;affiliates; and (v) all transactions and dealings between the Seller BDFS and its Affiliates affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) 1. During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) 2. During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (ia) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iib) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiic) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivd) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (ve) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board its Board of directors Directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and; (vi) the Seller shall obtain proper authorization for all action requiring such authorization; (vii) the Seller shall pay its own operating expenses and liabilities from its assets all own funds; (viii) the Seller’s resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) the Seller shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) the Seller shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition; (xi) the Seller shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations and indebtedness of any kind incurred Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) the Seller shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the Sellerother Basic Documents; (xiii) the Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (xiv) the Seller shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Receivables), acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During Except as set forth in Section 6.2(c), during the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate company records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(smember(s) and observe all other customary corporate limited liability company formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, [any Subsequent Transfer Agreement] the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller; provided, that a stockholder may pay fees and expenses of the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm’s length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, [any Subsequent Transfer Agreement] the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; ; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; ; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); ; (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; ; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, [any Subsequent Transfer Agreement,] the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this ------------------- Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the ------------------- each Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the each Seller shall observe the applicable legal requirements for the recognition of the such Seller as a legal entity separate and apart from its Affiliates, including as follows:follows (provided, however, that the limitations set forth in subsections (x), (xi) and (xiv) shall be applicable solely to AFC and shall not limit AmeriCredit's activities): (i) the such Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the such Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the such Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the such Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the such Seller shall at all times hold itself out to the public under the such Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the such Seller and its Affiliates will be conducted on an arm’sarm's-length basis; (vi) such Seller shall obtain proper authorization for all action requiring such authorization; (vii) such Seller shall pay its own operating expenses and liabilities from its own funds; (viii) such Seller's resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) AFC shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) AFC shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition; (xi) AFC shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) AFC shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (vixiv) AFC shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Seller shall pay from its assets all obligations and indebtedness Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, Directors (or adopt resolutions pursuant to a unanimous written consent of the board of directors obtain appropriate director's consents) as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; ; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; ; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); ; (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; ; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificates of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerBasic Documents or the Series Related Documents with respect to each Series.

Corporate Existence. (a) During the term of this Agreement, the each Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the each Seller shall observe the applicable legal requirements for the recognition of the such Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the such Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the such Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the such Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board its Board of directors Directors, as are necessary to authorize all the such Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the such Seller shall at all times hold itself out to the public under the such Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the such Seller and its Affiliates will be conducted on an arm’s-length basis; (vi) such Seller shall obtain proper authorization for all action requiring such authorization; (vii) such Seller shall pay its own operating expenses and liabilities from its own funds; (viii) such Seller’s resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) such Seller shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) such Seller shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition; (xi) with respect to AFC only, such Seller shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) with respect to AFC only, such Seller shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; (xiv) with respect to AFC only, such Seller shall (A) at all times have a board of directors, at least one (1) member of which is an Independent Director, (B) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (x) the selection, maintenance or replacement of the Independent Director, (y) the dissolution or liquidation of AFC or (z) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving AFC, are duly authorized by unanimous vote of its board of directors (including the Independent Director), (C) comply in all material respects with its certificate of incorporation and bylaws, (D) maintain its corporate charter in conformity with this Agreement, such that (x) it does not amend, restate, supplement or otherwise modify its certificate of incorporation or bylaws in any respect that would impair its ability to comply with the terms or provisions of any of the Basic Documents; and (y) its corporate charter, at all times that the Basic Documents are in effect, provides for not less than ten (10) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that such Seller certify that the designated Person satisfied the criteria set forth in the definition herein of “Independent Director” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition herein of “Independent Director; and (vixv) the with respect to AFC only, such Seller shall pay from its assets all obligations and not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificates of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerBasic Documents or the Series Related Documents with respect to each Series.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller’s Articles of Incorporation [and shall not amend such Article THIRD without the prior written consent of the Insurer (for so long as it is the Controlling Party) which consent shall not be unreasonably withheld]; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholder(s) (and any successor Seller that is not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person’s obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board Board of directors Directors, as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm's length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain a Board of Directors with not less than two Independent Directors; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, Directors or adopt resolutions pursuant to distribute appropriate unanimous consents in lieu of a unanimous written consent of the board of directors meeting as are 57 Sale and Servicing Agreement necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; (vii) the Seller shall not incur any indebtedness, other than the indebtedness contemplated by the Indenture; and (viviii) to the extent that the Seller and any of its stockholders or affiliates have offices in the same location, there shall pay from be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its assets all obligations and indebtedness fair share of any kind incurred by the Sellersuch expenses.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain a Board of Directors with not less than two Independent Directors; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, Directors or adopt resolutions pursuant to distribute appropriate unanimous consents in lieu of a unanimous written consent of the board of directors meeting as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; (vii) the Seller shall not incur any indebtedness, other than the indebtedness contemplated by the Indenture; and (viviii) to the extent that the Seller and any of its stockholders or affiliates have offices in the same location, there shall pay from be a fair and appropriate allocation 57 of overhead costs among them, and each such entity shall bear its assets all obligations and indebtedness fair share of any kind incurred by the Sellersuch expenses.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a the unanimous written consent of the board Board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) . During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) : the Seller shall not engage in any other business other than as provided in Article THIRD of Sellers Articles of Incorporation; the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) ; except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) ; the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s Sellers corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) ; the Seller shall at all times hold itself out to the public under the Seller’s Sellers own name as a legal entity separate and distinct from its Affiliates; (v) ; the Seller shall not become involved in the day-to-day management of any other Person; the Seller shall not guarantee any other Persons obligations or advance funds to any other Person for the payment of expenses or otherwise; the Seller shall not act as an agent of any other Person in any capacity; the Seller shall not dissolve or liquidate, in whole or in part; and all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarms-length basis; and (vi) . During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Certificate of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerBasic Documents or the Series Related Documents with respect to each Series.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and; (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During Except as set forth in Section 6.2(c), during the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this AgreementAgreement and similar arrangements relating to other securitizations, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings or obtain such appropriate consents of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and. (vic) Notwithstanding anything herein or in the other Basic Documents to the contrary, the Servicer and/or the Seller shall pay may convert from its assets all obligations and indebtedness a Delaware corporation to a Delaware limited liability company without the prior written consent of any kind incurred by party, without satisfying the SellerRating Agency Condition (but with prior written notice to such Rating Agencies), and without the need for entering into any supplemental or additional documentation. Any references to the Servicer or the Seller as a corporation herein or in any other Basic Document after any such conversion shall be references to such entity as a limited liability company.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Receivables Sale Agreement, the other Basic Documents Agreements and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(sstockholders) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-arm's length basis; and. (vic) During the term of this Agreement, the Seller shall pay from take no action that would cause the Borrower to violate any of its assets all obligations and indebtedness of any kind incurred by covenants under the SellerBasic Agreements or that otherwise would be likely to have a material adverse effect on the Borrower and/or the Secured Parties.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation and shall not amend such Article THIRD without the prior written consent of the Insurer (for so long as it is the Controlling Party) which consent shall not be unreasonably withheld; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholder(s) (and any successor Seller that is not a corporation shall observe similar 41 procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this Agreement, the each Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the each Seller shall observe the applicable legal requirements for the recognition of the such Seller as a legal entity separate and apart from its Affiliates, including as follows:follows (provided, however, that the limitations set forth in subsections (x), (xi) and (xiv) shall be applicable solely to AFC and shall not limit AmeriCredit's activities): (i) the such Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the such Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the such Seller shall hold such appropriate meetings of its board Board of directorsDirectors, or adopt resolutions pursuant to a unanimous written consent of the board its Board of directors Directors, as are necessary to authorize all the such Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the such Seller shall at all times hold itself out to the public under the such Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the such Seller and its Affiliates will be conducted on an arm’sarm's-length basis; (vi) such Seller shall obtain proper authorization for all action requiring such authorization; (vii) such Seller shall pay its own operating expenses and liabilities from its own funds; (viii) such Seller's resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records; (ix) AFC shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals; (x) AFC shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition; (xi) AFC shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents; (xii) AFC shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents; (xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and (vixiv) AFC shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Seller shall pay from its assets all obligations and indebtedness Receivables), acquisition of the business or assets, or otherwise) in, any kind incurred by the SellerAffiliate or any other Person except as otherwise permitted herein.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law);; Form of Sale and Servicing Agreement (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates will be conducted on an arm's-length basis. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliatesaffiliates, including as followsthe following: (ia) the Seller shall maintain corporate records and books of account separate from those of its Affiliatesaffiliates; (iib) except Except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliatesaffiliates; (iiic) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);; and (ivd) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Selleraffiliates.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Related Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall not engage in any other business other than as provided in Article THIRD of Seller's Articles of Incorporation; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) ), or shall obtain written consents in lieu of formal meetings of its Board of Directors or stockholders, and observe all other customary corporate formalities (and any successor Seller that is not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) the Seller shall not become involved in the day-to-day management of any other Person; (vii) the Seller shall not guarantee any other Person's obligations or advance funds to any other Person for the payment of expenses or otherwise; (viii) the Seller shall not act as an agent of any other Person in any capacity; (ix) the Seller shall not dissolve or liquidate, in whole or in part; and (x) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and. (vic) During the term of this Agreement, the Seller shall pay from will comply with the limitations on its assets all obligations business and activities, as set forth in its Articles of Incorporation, and will not incur indebtedness of any kind incurred other than pursuant to or as expressly permitted by the SellerRelated Documents. (d) During the term of this Agreement, the Seller will ensure that its corporate records indicate that the Indenture Trustee has the exclusive right to vote the Class SV Preferred Stock.

Corporate Existence. (a) During the term of this ------------------- Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Subsequent Transfer Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the Duringthe term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Subsequent Transfer Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the Duringthe term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall hold such appropriate meetings of its board Board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors Directors as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (iv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates;; and (v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; and (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

Corporate Existence. (a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. (b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain a Board of Directors with not less than two Independent Directors; (ii) the Seller shall maintain corporate records and books of account separate from those of its Affiliates; (iiiii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates; (iiiiv) the Seller shall hold such appropriate meetings of its board Board of directors, Directors or adopt resolutions pursuant to distribute appropriate unanimous consents in lieu of a unanimous written consent of the board of directors meeting as are necessary to authorize all the Seller’s 's corporate actions required by law to be authorized by the board Board of directorsDirectors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law); (ivv) the Seller shall at all times hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from its Affiliates; (vvi) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’sarm's-length basis; (vii) the Seller shall not incur any indebtedness, other than the indebtedness contemplated by the Indenture; and (viviii) to the extent that the Seller and any of its stockholders or affiliates have offices in the same location, there shall pay from be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its assets all obligations and indebtedness fair share of any kind incurred by the Sellersuch expenses.