Common use of Separate Business Clause in Contracts

Separate Business. It will: (i) (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It will: Unless the Bank is serving as Transferor, the Transferor, shall at all times (i) to the extent the Transferor's office is located in the offices of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc., pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., (Aii) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Xxc., or its Affiliates (except for other bankruptcy remote single purpose entities) or of any major creditor of Profxxxx'x, Xxc. or its Affiliates and are persons who are familiar and have experience with asset securitization, (iii) maintain and prepare financial reportsthe Transferor's books, financial statements, books accounting records and other corporate documents and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate Profxxxx'x, Xxc. or any other person entity, (iv) not commingle the Transferor's assets with those of Profxxxx'x, Xxc. or entity independent access any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (v) act solely in its bank accounts; corporate name and through its own authorized officers and agents, (vi) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (vii) separately manage the Transferor's liabilities from those of Profxxxx'x, Xxc. or any Affiliates of Profxxxx'x, Xxc. and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. may pay the organizational expenses of the Transferor, and (viii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not commingle its funds and other assets with those assume the liabilities of any AffiliateProfxxxx'x, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), Xxc. or any Affiliate of Profxxxx'x, Xxc., (iii) not lend funds or extend credit to Profxxxx'x, Xxc., or any Guarantor Affiliate of Profxxxx'x, Xxc., except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of Profxxxx'x, Xxc., or any Affiliates of Profxxxx'x, Xxc., and (v) not own the stock of, or any other person beneficial interest in, any subsidiaries or entity (any other than any such commingling which might result from the performance entity. The officers and directors of the Servicer's duties in accordance Transferor (as appropriate) shall make decisions with any Servicing Agreement); (iii) conduct its own respect to the business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards operations of the Rating Agencies providing ratings on the Notes, Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates hereof, provided such certificate or articles may be amended or changed subject only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsRating Agency Condition.

Separate Business. It willThe Borrower undertakes to maintain itself and its respective business entirely separate from any other affiliate of the Borrower and in particular (but without prejudice to the generality of the foregoing) the Borrower: (ia) (A) will maintain and prepare financial reports, financial statements, completely separate books and records and bank accounts separate from those of its Affiliates and any other person or entity and affiliate of the Borrower; (Bb) not permit any Affiliate or any other person or entity independent access to its will maintain separate bank accounts; (iic) will not commingle co-mingle its funds and other assets together with those the assets of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor another company or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement)person; (iiid) will conduct its own business in its own name and will hold all of its assets in its own name; (ive) remain solvent will observe all corporate and pay other formalities required by its debts and liabilities (including employment and overhead expenses) from its assets as the same become dueconstitutional documents; (vf) do all things necessary to observe corporate formalities, will prepare and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notesmaintain separate accounts and financial statements; (vig) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on will maintain an arm's ’s length basis relationship with a person or entity other than an Affiliate the Managers and the Guarantor, and any affiliate of the CorporationBorrower; (viih) will pay the salaries its own liabilities out of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operationsfunds; (viiii) compensate each of its consultants and agents from its own funds will not become liable for services provided to it and pay from its own assets all third party obligations of any kind incurredor pledge the Lenders’ credit; (ixj) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) will allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses for shared office space and/or facilities (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliatesif applicable); (xik) maintain and utilize will not make available any loans or advances to any entity including the Pledgor or the Guarantor; (l) will use separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates check books from any other affiliate of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of businessBorrower; (xiim) not make any loans or advances to, or pledge will maintain adequate capital for its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture)needs; (xiiin) be, and at all times will hold itself out at all times as a separate entity and where appropriate correct any misapprehension of which it becomes aware in relation to the public as, a legal entity its separate and distinct from any other person or entityidentity; (xivo) in will retain no employees save for the event that any authorized officer knows of any misunderstanding regarding the separate identity master, officers and crew of the Corporation, correct such misunderstandingVessel; (xvp) will not identify itself be or any of its Affiliates as a division or part become the member of any other entity; and (xvi) maintain adequate capital for VAT group without the normal obligations reasonably foreseeable in a business prior written consent of its size the Agent, with the proviso that to the extent transactions are permitted under the other terms of this Agreement and character and in light of its contemplated business operations.the other Finance Documents such transactions are not prohibited by this Clause 12.3.24

Separate Business. It willThe Depositor: (i) will (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) will not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation Depositor (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement)entity; (iii) will conduct its own business in its own name and will hold all of its assets in its own name; (iv) will remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) will do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the NotesNotes and the Equity Certificate; (vi) will enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the CorporationDepositor; (vii) will pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) will compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) will not guarantee, become obligated for, or hold itself or its credit out to be responsible for, or available to satisfy, the debts or obligations of any other person or entity or the decisions or actions respecting the daily business or affairs of any other person or entity (except as contemplated by its certificate of incorporation and the Related Documents); (x) will not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation Depositor or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities securities, the Contracts and Student Loansother pools of receivables similar to the Contracts; (xxi) will allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation Depositor and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation Depositor and one or more of its Affiliates; (xixii) will maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the CorporationDepositor) and maintain a separate sign in the office directory of the building in which the Corporation Depositor maintains its principal place of business; (xiixiii) will not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenturethe Related Documents); (xiiixiv) will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xivxv) will, in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the CorporationDepositor, correct such misunderstanding; (xvxvi) will not identify itself or any of its Affiliates as a division or part of any other entity; and (xvixvii) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It will: (i) (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any 5-11 Affiliate or any other person or entity independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It willAt all times: (i) (Ay) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person Person or entity and (Bz) not permit any Affiliate or any other person or entity Person independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person Person or entity (other than any such commingling which might result from the performance of the Master Servicer's ’s duties in accordance with this Agreement or any Sub-Servicer’s duties in accordance with the applicable Sub-Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own namename and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person; (iv) remain solvent Solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due;: (v) do all things necessary to observe corporate formalitieslimited liability company formalities (including the separateness provisions contained in its organizational documents), and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notesentity; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's arm’s-length basis with a person or entity Person other than an Affiliate of Issuer (provided, however, that this clause shall not be interpreted to prohibit the CorporationDemand Note); (vii) pay the salaries of its own employees employees, if any, from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (iy) acquire or hold obligations or securities of any Affiliate or any of the stockholders of Issuer (other than the Corporation Demand Note) or (iiz) buy or hold any evidence of indebtedness issued by any other person Person or entity, other than cash, Investment Securities, investment-grade securities Eligible Investments and Pledged Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation Issuer and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation Issuer and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate name, separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain Issuer), a separate sign in the office directory of the building in which the Corporation maintains its principal place of businessmailing address, and a separate telephone number; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person Person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation operating agreement and this IndentureAgreement); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entityPerson; (xiv) in to the event that any authorized officer knows of extent known by the Issuer, correct any misunderstanding regarding the separate identity of the Corporation, correct such misunderstandingIssuer; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and; (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.; (xvii) not amend, modify or otherwise change its organizational documents, or suffer the same to be amended, modified or otherwise changed in any manner without the prior written consent of the Administrative Agent, the Funding Agents and the Required Lenders; (xviii) maintain at all times at least one independent director provided by Lord Securities who is not, and has not been for five years preceding the date hereof, a director, officer, employee or shareholder (or a family member of one of the foregoing) of any Affiliate of the Issuer (other than the Issuer or any other securitization vehicle that is an Affiliate of the Issuer); (xix) conduct in its business and activities in all respects in compliance with the assumptions contained in the legal opinion of Stroock Stroock & Lxxxx LLP dated on or about the Closing Date relating to true sale and substantive consolidation issues; (xx) not change any of its (i) corporate name, (ii) the name under which it does business, (iii) its type of organization or (iv) the jurisdiction in which it is organized, unless, in each case, (1) each of the Indenture Trustee, the Administrative Agent, each Funding Agent and each Lender shall have received not less than thirty (30) days’ prior written notice thereof and (2) the Issuer has taken all action required to maintain the Indenture Trustee’s first priority perfected security interest for the benefit of the Secured Parties in the Collateral;

Separate Business. It will:: ----------------- (i) (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement)entity; (iii) conduct its own business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It will: Unless the Bank is serving as Transferor, the Transferor, shall at all times (i) to the extent the Transferor’s office is located in the offices of the Company or any Affiliate of the Company pay fair market rent for its executive office space located in the offices of the Company, or any Affiliate of the Company, (Aii) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of the Company, or its Affiliates (except for other bankruptcy remote single purpose entities) or of any major creditor of the Company or its Affiliates and are persons who are familiar and have experience with asset securitization, or the Transferor shall have a class of preferred stock held by a Person not an Affiliate of the Company, which preferred stock must unanimously consent to the Transferor instituting proceedings to be adjudicated insolvent or consent to the institution of any bankruptcy or insolvency case or proceedings against the Transferor or file or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, or sequestrator (or other similar official) of the Transferor or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action, (iii) maintain and prepare financial reportsthe Transferor’s books, financial statements, books accounting records and other corporate documents and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate the Company or any other person entity, (iv) not commingle the Transferor’s assets with those of the Company or entity independent access any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (v) act solely in its bank accounts; corporate name and through its own authorized officers and agents, (vi) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (vii) separately manage the Transferor’s liabilities from those of the Company or any Affiliates of the Company and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Company may pay the organizational expenses of the Transferor, and (viii) pay from the Transferor’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any assume the liabilities of the obligations of the Corporation (each, a "Guarantor"), Company or any Affiliate of the Company, (iii) not lend funds or extend credit to the Company, or any Guarantor Affiliate of the Company, except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of the Company, or any Affiliates of the Company, and (v) not own the stock of, or any other person beneficial interest in, any subsidiaries or entity (any other than any such commingling which might result from the performance entity. The officers and directors of the Servicer's duties in accordance Transferor (as appropriate) shall make decisions with any Servicing Agreement); (iii) conduct its own respect to the business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards operations of the Rating Agencies providing ratings on the Notes, Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as such standards are in effect on the date of issuance hereof, provided such certificate or articles may be amended or changed subject only to the Rating Agency Condition.” 1.22 Section 3.1(a) of the Notes;Master Pooling and Servicing Agreement shall be amended in its entirety to read as follows: (via) enter into transactions with Affiliates only if each such transaction is commercially reasonable Household Finance Corporation on and on substantially similar terms after the effective date of Amendment No. 4 to this Agreement will act as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate the Servicer under this Agreement. The Investor Certificateholders, by their acceptance of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain Investor Certificates or by a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any consent of the stockholders Certificateholders as specified in this Agreement, consent to Household Finance Corporation, acting as Servicer.” 1.23 Section 3.1(b) of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities Master Pooling and Student Loans; (x) allocate fairly and reasonably and pay from Servicing Agreement shall be amended in its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such entirety to read as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.follows:

Separate Business. It will: Unless the Bank is serving as Transferor, the Transferor, shall at all times (ia) to the extent the Transferor's office is located in the offices of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc., pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., (Ab) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Inc., or any Affiliate of Profxxxx'x, Xxc. or of any major creditor of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc. and are persons who are familiar and have experience with asset securitization, (c) maintain and prepare financial reportsthe Transferor's books, financial statements, books accounting records and other corporate documents and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate Profxxxx'x, Xxc. or any other person entity, (d) not commingle the Transferor's assets with those of Profxxxx'x, Xxc. or entity independent access any other entity, (e) act solely in its corporate name and through its own authorized officers and agents, (f) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (g) separately manage the Transferor's liabilities from those of Profxxxx'x, Xxc. or any Affiliates of Profxxxx'x, Xxc. and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. may pay the organizational expenses of the Transferor, and (h) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its bank accounts; assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not commingle its funds and other assets with those assume the liabilities of any AffiliateProfxxxx'x, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), Inc. or any Affiliate of Profxxxx'x, Xxc., (iii) not lend funds or extend credit to Profxxxx'x, Xxc., or any Guarantor Affiliate of Profxxxx'x, Xxc., except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of Profxxxx'x, Xxc., or any Affiliates of Profxxxx'x, Xxc., and (v) not own the stock of, or any other person beneficial interest in, any subsidiaries or entity (any other than any such commingling which might result from the performance entity. The officers and directors of the Servicer's duties in accordance Transferor (as appropriate) shall make decisions with any Servicing Agreement); (iii) conduct its own respect to the business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards operations of the Rating Agencies providing ratings on the Notes, Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates hereof, provided such certificate or articles may be amended or changed subject only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsRating Agency Conditions.

Separate Business. It willThe Depositor: (i) will (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) will not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation Depositor (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement)entity; (iii) will conduct its own business in its own name and will hold all of its assets in its own name; (iv) will remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) will do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the NotesNotes or the Equity Certificates, as such standards are in effect on the date of issuance of the NotesNotes and the Equity Certificates; (vi) will enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the CorporationDepositor; (vii) will pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) will compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) will not guarantee, become obligated for, or hold itself or its credit out to be responsible for, or available to satisfy, the debts or obligations of any other person or entity or the decisions or actions respecting the daily business or affairs of any other person or entity (except as contemplated by its certificate of incorporation and the Related Documents); (x) will not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation Depositor or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities securities, the Contracts and Student Loansother pools of receivables similar to the Contracts; (xxi) will allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation Depositor and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation Depositor and one or more of its Affiliates; (xixii) will maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the CorporationDepositor) and maintain a separate sign in the office directory of the building in which the Corporation Depositor maintains its principal place of business; (xiixiii) will not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenturethe Related Documents); (xiiixiv) will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xivxv) will, in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the CorporationDepositor, correct such misunderstanding; (xvxvi) will not identify itself or any of its Affiliates as a division or part of any other entity; and (xvixvii) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It will: The Transferor shall at all times (ia) to the extent the Transferor's office is located in the offices of Pxxxxxxx'x or any Affiliate of Pxxxxxxx'x, pay fair market rent for its executive office space located in the offices of Pxxxxxxx'x or any Affiliate of Pxxxxxxx'x, (Ab) have at all times at least two members of its board of directors which are not and, within the immediately preceding two years, have not been employees, officers or directors of Pxxxxxxx'x or any Affiliate of Pxxxxxxx'x or of any major creditor of Pxxxxxxx'x or any Affiliate of Pxxxxxxx'x and are persons who are familiar and have experience with asset securitization, (c) maintain and prepare financial reportsthe Transferor's books, financial statements, books accounting records and other corporate documents and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate Pxxxxxxx'x or any other person entity, (d) not commingle the Transferor's assets with those of Pxxxxxxx'x or entity independent access any other entity, (e) act solely in its corporate name and through its own authorized officers and agents, (f) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (g) separately manage the Transferor's liabilities from those of Pxxxxxxx'x or any Affiliates of Pxxxxxxx'x and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Pxxxxxxx'x may pay the organizational expenses of the Transferor, and (h) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Transferor and its bank accounts; assets and liabilities. The Transferor shall (i) pay all its liabilities, (ii) not commingle its funds and other assets with those assume the liabilities of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), Pxxxxxxx'x or any Affiliate of Pxxxxxxx'x, (iii) not lend funds or extend credit to Pxxxxxxx'x or any Guarantor Affiliate of Pxxxxxxx'x except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guaran- tee the liabilities of Pxxxxxxx'x or any Affiliates of Pxxxxxxx'x and (v) not own the stock of, or any other person beneficial interest in, any subsidiaries or entity (any other than any such commingling which might result from the performance entity. The officers and directors of the Servicer's duties in accordance Transferor (as appropriate) shall make decisions with any Servicing Agreement); (iii) conduct its own respect to the business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards daily operations of the Rating Agencies providing ratings on the Notes, Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Corporation) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of business; (xii) not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture); (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xiv) in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the Corporation, correct such misunderstanding; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsClosing Date.

Separate Business. It willThe Depositor: (i) will (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) will not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation Depositor (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement)entity; (iii) will conduct its own business in its own name and will hold all of its assets in its own name; (iv) will remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) will do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the NotesNotes and the Equity Certificate; (vi) will enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the CorporationDepositor; (vii) will pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) will compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) will not guarantee, become obligated for, or hold itself or its credit out to be responsible for, or available to satisfy, the debts or obligations of any other person or entity or the decisions or actions respecting the daily business or affairs of any other person or entity (except as contemplated by its certificate of incorporation and the Related Documents); (x) will not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation Depositor or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities securities, the Contracts and Student Loansother pools of receivables similar to the Contracts; (xxi) will allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation Depositor and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation Depositor and one or more of its Affiliates; (xixii) will maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the CorporationDepositor) and maintain a separate sign in the office directory of the building in which the Corporation Depositor maintains its principal place of business; (xiixiii) will not make any loans or advances to, or pledge its assets for the benefit of, any other person or entity, including, without limitation, any Affiliate or Guarantor or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenturethe Related Documents); (xiiixiv) will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entity; (xivxv) will, in the event that any authorized officer knows of any misunderstanding regarding the separate identity of the CorporationDepositor, correct such misunderstanding; (xvxvi) will not identify itself or any of its Affiliates as a division or part of any other entity; and (xvixvii) will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Separate Business. It willAt all times: (i) (Ay) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of the Parent, its other Affiliates and any other person Person or entity and (Bz) not permit the Parent, any other Affiliate or any other person or entity Person independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliatethe Parent, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any other Affiliate of any Guarantor or any other person Person or entity (other than any such commingling which might result from the performance of the Borrower's duties in accordance with this Agreement or any Servicer's duties in accordance with any the applicable Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own namename and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of the Parent, any other Affiliate or any other Person; (iv) remain solvent Solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalitiesprocedural formalities (including the separateness provisions contained in its organizational documents), and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notesentity; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's arm's-length basis with a person or entity Person other than an Affiliate of the CorporationBorrower; (vii) pay the salaries of its own employees employees, if any, from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (iy) acquire or hold obligations or securities of any Affiliate or any of the stockholders of the Corporation Borrower or (iiz) buy or hold any evidence of indebtedness issued by any other person Person or entity, other than cash, Investment Securities, investment-grade securities Eligible Investments and Pledged Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation Borrower and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation Borrower and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate name, separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the CorporationBorrower) and maintain a separate sign in the office directory of the building in which the Corporation maintains its principal place of businessmailing address; (xii1) not incur, create or assume any Indebtedness not arising under or expressly permitted (such as Permitted Debt) by this Agreement or any other Transaction Documents and (2) not make any loans or advances to, or pledge its assets for the benefit of, any other person Person or entity, including, without limitation, any Affiliate or Guarantor the Parent or any Affiliate of any Guarantor (except as contemplated by its certificate of incorporation and this Indenture)other Affiliate; (xiii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other person or entityPerson; (xiv) in to the event that any authorized officer knows of extent known by the Borrower, correct any misunderstanding regarding the separate identity of the Corporation, correct such misunderstandingBorrower; (xv) not identify itself or any of its Affiliates as a division or part of any other entity; and; (xvi) not amend, modify or otherwise change its organizational documents, or suffer the same to be amended, modified or otherwise changed in any manner without the prior written consent of the Agent; (xvii) maintain adequate capital at all times at least one independent director provided by Global Securitization Services, LLC (or such other third party service provider approved by the Agent) who is not, and has not been for five (5) years preceding the date hereof, a director, officer, employee or shareholder (or a family member of one of the foregoing) of any Affiliate of the Borrower; (xviii) conduct in its business and activities in all respects in compliance with the assumptions contained in the legal opinion of McGuireWoods LLP dated on or about the Closing Date relating to substantive consolidation issues; (xix) not change any of (i) its corporate name, (ii) the name under which it does business, (iii) its type of organization or (iv) the jurisdiction in which it is organized, unless, in each case, (1) each of the Agent and each Lender shall have received not less than thirty (30) days' prior written notice thereof and (2) the Borrower has taken all action required to maintain the Agent's first priority perfected security interest for the normal obligations reasonably foreseeable benefit of the Secured Parties in the Collateral; (xx) ensure that all future registration statements and annual, quarterly or other regular reports which the Borrower, Parent or any of their respective Affiliates files with the U.S. Securities and Exchange Commission include a business of statement that the Transaction Documents require that the Borrower and Holdco maintain bankruptcy remote status and that the Borrower and Holdco are separate from the Parent and its size other Affiliates; (xxi) not amend, modify or otherwise change its organizational documents; (and character and the Borrower acknowledges that the Lenders are entering into the transactions contemplated by this Agreement in light of its contemplated business operationsreliance upon the Borrower's identity as a legal entity that is separate from the Parent).