Common use of Separate Identity Clause in Contracts

Separate Identity. The Issuer is operated as an entity separate from Midland Credit Management, Inc. In addition, the Issuer: (i) has its own board of directors, (ii) has at least two independent directors who satisfy the definition of Independent Director provided in the Certificate of Incorporation who are not direct, indirect, or beneficial stockholders, officers, directors, employees, affiliates, associates, customers or suppliers of any of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives of any thereof, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, (iv) has all office furniture, fixtures and equipment necessary to operate its business, (v) conducts all intercompany transactions with the Servicer on terms which the Issuer reasonably believes to be on an arm's-length basis, (vi) has not guaranteed any obligation of the Servicer or any of its Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity, (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), (viii) has separate deposit and other bank accounts to which neither the Servicer nor any of its Affiliates has any access and does not at any time pool any of its funds with those of the Servicer or any of its Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any of its Affiliates, (x) compensates all employees, consultants and agents, or reimburses the Servicer from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents, (xi) conducts all of its business (whether in writing or orally) solely in its own name, (xii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any of its Affiliates and has entered into no agreement to be named as such a beneficiary or payee, (xiii) acknowledges that the Trustee and the Note Insurer are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance on the Issuers identity as a separate legal entity from the Servicer, and (xiv) practices and adheres to company formalities such as complying with its By-laws and resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer Seller is operated as an entity separate from Midland Credit Management, Inc. In addition, the Issuer: Originator and each other Subsidiary of the Originator and (i) has its own board of directors, , (ii) has at least two independent directors one director who satisfy the definition of Independent Director provided in the Certificate of Incorporation is reasonably acceptable to Triple-A and who are is not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers of any supplier of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives Originator nor a relative of any thereof, , nor a trustee in bankruptcy for any Affiliate of the Originator, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, and has a separate telephone number from that of the Servicer, Originator or any Subsidiary of the Originator, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Seller or leased pursuant to written leases, (v) conducts all intercompany transactions with the Servicer Originator and each other Subsidiary of the Originator on terms which the Issuer Seller reasonably believes to be on an arm's-length basis, , (vi) has not guaranteed any obligation of the Servicer Originator or any other Subsidiary of its Affiliatesthe Originator, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not not, except as otherwise expressly acknowledged under the Facility Documents, permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (Originator or any other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), Affiliate, (viii) has separate deposit and other bank accounts to which neither the Servicer Originator nor any of its Affiliates other Affiliate has any access and does not at any time pool any of its funds with those of the Servicer Originator or any of its Affiliatessuch Affiliate, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any Originator and each other Subsidiary of its Affiliates, the Originator, (x) compensates all employees, consultants and agents, or reimburses the Servicer Originator, from the IssuerSeller's own funds, for services provided to the Issuer Seller by such employees, consultants and agents, , (xi) has agreed with the Originator to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays directly for its own account for accounting and payroll services, rent, lease and other expenses and does not have such operating expenses paid by the Originator or any other Subsidiary of the Originator, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xiixiv) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer Originator or any other Subsidiary of its Affiliates the Originator and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that Triple-A, the Trustee Administrative Agent, the Surety and the Note Insurer Liquidity Banks are entering into the transactions contemplated by this Triple-A Purchase Agreement and the other Transaction Facility Documents in reliance on the Issuers Seller's identity as a separate legal entity from the ServicerOriginator and each other Subsidiary of the Originator, and and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer is operated as an entity separate from Midland Credit Management, Inc. ----------------- Creditrust Corporation. In addition, the Issuer: (i) has its own board of directorsmanagers, (ii) has at least two independent directors one Independent Member, who satisfy the definition of Independent Director provided in the Certificate of Incorporation who are is not a direct, indirect, or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer or its Affiliates (other than, in the case of the Issuer, directors managers thereof) or relatives of any thereof, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, (iv) has all office furniture, fixtures and equipment necessary to operate its business, (v) conducts all intercompany transactions with the Servicer on terms which the Issuer reasonably believes to be on an arm's-length basis, (vi) has not guaranteed any obligation of the Servicer or any of its Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity, (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer or any of its Affiliates (other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), (viii) has separate deposit and other bank accounts to which neither the Servicer nor any of its Affiliates has any access and does not at any time pool any of its funds with those of the Servicer or any of its Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any of its Affiliates, (x) compensates all employees, consultants and agents, or reimburses the Servicer from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents, (xi) conducts all of its business (whether in writing or orally) solely in its own name, (xii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any of its Affiliates and has entered into no agreement to be named as such a beneficiary or payee, (xiii) acknowledges that the Trustee and the Note Insurer are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance on the Issuers Issuer's identity as a separate legal entity from the Servicer, and (xiv) practices and adheres to company formalities such as complying with its By-laws and resolutions and the holding of regularly scheduled board of directors managers meetings.

Separate Identity. The Issuer Borrower is operated as an entity separate from Midland Credit Management----------------- each of FAC, Inc. In addition, the Issuer: FCI and their respective other Affiliates and (i) has its own board of directors, , (ii) has at least two one independent directors director, who satisfy is (A) reasonably acceptable to the definition of Independent Director provided in the Certificate of Incorporation who are Deal Agent, (B) not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer FAC, FCI or its any of their respective Affiliates (other than, in the case of the IssuerBorrower, directors thereof) or relatives of any thereof, , nor trustees in bankruptcy for any thereof and (C) an individual with at least three years' prior experience in transactions involving the securitization of financial assets, including prior experience as an independent director for a corporation (other than the Borrower) whose charter documents require the unanimous consent of all independent directors before such corporation could file a bankruptcy proceeding or consent to the institution of bankruptcy proceedings against it, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, its Affiliates, and has a separate telephone number from that of each of FAC, FCI and any of their respective Affiliates, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Borrower or leased pursuant to written leases, (v) conducts all intercompany transactions with each of FAC, FCI and their respective Affiliates (other than the Servicer Borrower) on terms which the Issuer Borrower reasonably believes to be on an arm's-length basis, , (vi) has not guaranteed any obligation of the Servicer any of FCI, FAC or any of its their respective Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer any of FCI, FAC or any of their respective Affiliates (other than in respect of items of payment which are not material in the aggregate and funds which may be commingled until deposit have been mistakenly forwarded by an Obligor directly to any of FCI, FAC or any of their respective Affiliates, or deposited into a lock-box account maintained for the Collection Account in accordance benefit of Fleet under its various credit arrangements with this AgreementFCI and/or FAC), , (viii) has separate deposit and other bank accounts to which neither the Servicer nor none of FCI, FAC or any of its their respective Affiliates has any access and does not at any time pool any of its funds with those of the Servicer FCI, FAC or any of its their respective Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer FCI, FAC or any of its their respective Affiliates, , (x) compensates all employees, consultants and agents, or reimburses each of FCI or FAC, as the Servicer case may be, from the IssuerBorrower's own funds, for services provided to the Issuer Borrower by such employees, consultants and agents, agents other than the services covered under the terms of the Administrative Services Agreement, (xi) has agreed with each of FCI and FAC pursuant to the terms of the Administrative Services Agreement to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents, and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays for its own account any incidental administrative costs and expenses not covered under the terms of the Administrative Services Agreement, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xiixiv) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer any of FCI, FAC, or any of its their respective Affiliates and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that the Trustee Managing Agents, the Lenders, the Deal Agent, the Collateral Agent and the Note Insurer Liquidity Providers are entering into the transactions contemplated by this Credit Agreement and the other Transaction Facility Documents in reliance on the Issuers Borrower's identity as a separate legal entity from the Servicereach of FCI, and FAC and each of their respective Affiliates, and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer Borrower is operated ----------------- as an entity separate from Midland Credit Managementeach of FAC, Inc. In addition, the Issuer: FCI and their respective other Affiliates and (i) has its own board of directors, , (ii) has at least two independent directors who satisfy the definition directors, one of Independent Director provided in the Certificate of Incorporation who are which is (A) reasonably acceptable to Triple-A, (B) not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer FAC, FCI or its any of their respective Affiliates (other than, in the case of the IssuerBorrower, directors thereof) or relatives of any thereof, , nor trustees in bankruptcy for any thereof and (C) an individual with at least three years' prior experience in transactions involving the securitization of financial assets, including prior experience as an independent director for a corporation (other than the Borrower) whose charter documents require the unanimous consent of all independent directors before such corporation could file a bankruptcy proceeding or consent to the institution of bankruptcy proceedings against it, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, its Affiliates, and has a separate telephone number from that of each of FAC, FCI and any of their respective Affiliates, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Borrower or leased pursuant to written leases, (v) conducts all intercompany transactions with each of FAC, FCI and their respective Affiliates (other than the Servicer Borrower) on terms which the Issuer Borrower reasonably believes to be on an arm's-length basis, , (vi) has not guaranteed any obligation of the Servicer any of FCI, FAC or any of its their respective Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer any of FCI, FAC or any of their respective Affiliates (other than in respect of items of payment which are not material in the aggregate and funds which may be commingled until deposit have been mistakenly forwarded by an Obligor directly to any of FCI, FAC or any of their respective Affiliates, or deposited into a lock-box account maintained for the Collection Account in accordance benefit of FNBB under its various credit arrangements with this AgreementFCI and/or FAC), , (viii) has separate deposit and other bank accounts to which neither the Servicer nor none of FCI, FAC or any of its their respective Affiliates has any access and does not at any time pool any of its funds with those of the Servicer FCI, FAC or any of its their respective Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer FCI, FAC or any of its their respective Affiliates, , (x) compensates all employees, consultants and agents, or reimburses each of FCI or FAC, as the Servicer case may be, from the IssuerBorrower's own funds, for services provided to the Issuer Borrower by such employees, consultants and agents, agents other than the services covered under the terms of the Administrative Services, Lease and Operating Agreement, (xi) has agreed with each of FCI and FAC pursuant to the terms of the Administrative Services, Lease and Operating Agreement to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents, and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays for its own account any incidental administrative costs and expenses not covered under the terms of the Administrative Services, Lease and Operating Agreement, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xiixiv) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer any of FCI, FAC, or any of its their respective Affiliates and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that Triple- A, the Trustee Administrative Agent, the Collateral Agent, the Surety, the L/C Bank and the Note Insurer Liquidity Banks are entering into the transactions contemplated by this Credit Agreement and the other Transaction Facility Documents in reliance on the Issuers Borrower's identity as a separate legal entity from the Servicereach of FCI, and FAC and each of their respective Affiliates, and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer is operated as an entity separate from Midland Credit Management, Inc. Creditrust Corporation. In addition, the Issuer: (i) has its own board of directorsmanagers, (ii) has at least two one independent directors member, who satisfy the definition of Independent Director provided in the Certificate of Incorporation who are is not a direct, indirect, or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer or its Affiliates (other than, in the case of the Issuer, directors managers thereof) or relatives of any thereof, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, (iv) has all office furniture, fixtures and equipment necessary to operate its business, (v) conducts all intercompany transactions with the Servicer on terms which the Issuer reasonably believes to be on an arm's-length basis, (vi) has not guaranteed any obligation of the Servicer or any of its Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity, (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), (viii) has separate deposit and other bank accounts to which neither the Servicer nor any of its Affiliates has any access and does not at any time pool any of its funds with those of the Servicer or any of its Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any of its Affiliates, (x) compensates all employees, consultants and agents, or reimburses the Servicer from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents, (xi) conducts all of its business (whether in writing or orally) solely in its own name, (xii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any of its Affiliates and has entered into no agreement to be named as such a beneficiary or payee, (xiii) acknowledges that the Trustee and the Note Insurer are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance on the Issuers Issuer's identity as a separate legal entity from the Servicer, and (xiv) practices and adheres to company formalities such as complying with its By-laws and resolutions and the holding of regularly scheduled board of directors managers meetings.

Separate Identity. The Issuer is operated as an entity separate from Midland Credit Management, Inc. Creditrust Corporation. In addition, the Issuer: (i) has its own board of directorsmanagers, (ii) has at least two independent directors one Independent Member, who satisfy the definition of Independent Director provided in the Certificate of Incorporation who are is not a direct, indirect, or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer or its Affiliates (other than, in the case of the Issuer, directors managers thereof) or relatives of any thereof, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, (iv) has all office furniture, fixtures and equipment necessary to operate its business, (v) conducts all intercompany transactions with the Servicer on terms which the Issuer reasonably believes to be on an arm's-length basis, (vi) has not guaranteed any obligation of the Servicer or any of its Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity, (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer or any of its Affiliates (other than in respect of items of payment and funds which may be commingled until deposit deposited into the Collection Account in accordance with this Agreement), (viii) has separate deposit and other bank accounts to which neither the Servicer nor any of its Affiliates has any access and does not at any time pool any of its funds with those of the Servicer or any of its Affiliates, except for such funds which may be commingled until deposit deposited into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any of its Affiliates, (x) compensates all employees, consultants and agents, or reimburses the Servicer from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents, (xi) conducts all of its business (whether in writing or orally) solely in its own name, (xii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any of its Affiliates and has entered into no agreement to be named as such a beneficiary or payee, (xiii) acknowledges that the Trustee and the Note Insurer Noteholders are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance on the Issuers Issuer's identity as a separate legal entity from the Servicer, and (xiv) practices and adheres to company formalities such as complying with its By-laws and resolutions and the holding of regularly scheduled board of directors managers meetings.

Separate Identity. The Issuer Seller is operated as an entity separate from Midland Credit Management, Inc. In addition, the Issuer: Originator and each other Subsidiary of the Originator and (i) has its own board of directors, , (ii) has at least two independent directors one director who satisfy the definition of Independent Director provided in the Certificate of Incorporation is reasonably acceptable to Triple-A and who are is not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers of any supplier of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives Originator nor a relative of any thereof, , nor a trustee in bankruptcy for any Affiliate of the Originator, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, and has a separate telephone number from that of the Servicer, Originator or any Subsidiary of the Originator, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Seller or leased pursuant to written leases, (v) conducts all intercompany transactions with the Servicer Originator and each other Subsidiary of the Originator on terms which the Issuer Seller reasonably believes to be on an arm's-length basis, , (vi) has not guaranteed any obligation of the Servicer Originator or any other Subsidiary of its Affiliatesthe Originator, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not not, except as otherwise expressly acknowledged under the Facility Documents, permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (Originator or any other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), Affiliate, (viii) has separate deposit and other bank accounts to which neither the Servicer Originator nor any of its Affiliates other Affiliate has any access and does not at any time pool any of its funds with those of the Servicer Originator or any of its Affiliatessuch Affiliate, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any Originator and each other Subsidiary of its Affiliates, the Originator, (x) compensates all employees, consultants and agents, or reimburses the Servicer Originator, from the IssuerSeller's own funds, for services provided to the Issuer Seller by such employees, consultants and agents, , (xi) has agreed with the Originator to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays directly for its own account for accounting and payroll services, rent, lease and other expenses and does not have such operating expenses paid by the Originator or any other Subsidiary of the Originator, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xiixi) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer Originator or any other Subsidiary of its Affiliates the Originator and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that Triple-A, the Trustee Administrative Agent, the Surety and the Note Insurer Liquidity Banks are entering into the transactions contemplated by this Triple-A Purchase Agreement and the other Transaction Facility Documents in reliance on the Issuers Seller's identity as a separate legal entity from the ServicerOriginator and each other Subsidiary of the Originator, and and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer is operated Servicer hereby covenants and agrees ------------------ to take all actions required to maintain the Issuer's status as an entity a separate from Midland Credit Management, Inc. In additionlegal entity. Without limiting the foregoing, the IssuerServicer shall: (i) has cause Issuer to conduct all of its business, and make all communications to third parties (including all invoices (if any), letters, checks and other instruments) solely in its own board name (and not as a division of directors,any other Person), and require that its employees, if any, when conducting its business identify themselves as such; (ii) has cause Issuer to at all times have at least two one Independent Member, with at least one independent directors who satisfy director, and have at least one officer responsible for managing its day-to-day business and manage such business by or under the definition direction of Independent Director provided in the Certificate its board of Incorporation who are not direct, indirect, or beneficial stockholders, officers, directors, employees, affiliates, associates, customers or suppliers of any of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives of any thereof,managers; (iii) maintains cause Issuer to maintain its assets in a manner which facilitates their identification books and segregation records separate from those of the Servicer,any Affiliate; (iv) has all office furniturecause Issuer to prepare its financial statements separately from those of its Affiliates and ensure that any consolidated financial statements have notes to the effect that the Issuer is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders and therefore to any creditors of such equity holders, fixtures and equipment necessary to operate its business,as the case may be; (v) conducts all intercompany transactions with the Servicer on terms which the cause Issuer reasonably believes to be on an arm's-length basis, (vi) has not guaranteed any obligation of the Servicer or any of its Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity, (vii) has not permitted the commingling or pooling of commingle its funds or other assets with the assets those of the Servicer any of its Affiliates (other than in respect of items of payment and or funds which may be commingled until deposit deposited into the Collection Account in accordance with this Agreement), (viii) has separate deposit , and not to hold its assets in any manner that would create an appearance that such assets belong to any such Affiliate, not maintain bank accounts or other bank depository accounts to which neither any such Affiliate is an account party, into which any such Affiliate makes deposits or from which any such Affiliate has the Servicer nor power to make withdrawals, and not act as an agent or representative of any of its Affiliates has in any access and does capacity; (vi) not at permit Issuer to guarantee any time pool obligation of any of its funds with those of the Servicer or Affiliates nor have any of its Affiliatesobligations guaranteed by any such Affiliate (either directly or by seeking credit based on the assets of such Affiliate), or otherwise hold itself out as responsible for the debts of any Affiliate, except for such funds which may be commingled until deposit into in each instance as provided in the Collection Account Bridge Loan Agreement or any documents executed by Issuer or any Affiliate in accordance with this Agreement,connection therewith; (ixvii) maintains financial records which are cause Issuer to maintain at all times stationery separate from those that of the Servicer or any of Affiliate and have all its Affiliates, (x) compensates all employees, consultants officers and agents, or reimburses the Servicer from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents, (xi) conducts employees conduct all of its business (whether in writing or orally) solely in its own name,; (xiiviii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any cause Issuer to hold regular meetings of its Affiliates board of managers in accordance with the provisions of its LLC Agreement and has entered into no agreement otherwise take such actions as are necessary on its part to be named as such a beneficiary or payee,ensure that all company procedures required by its LLC Agreement and By-laws are duly and validly taken; (xiiiix) acknowledges cause Issuer to respond to any inquires made directly to it with respect to ownership of a Consumer Receivable by stating that it is the owner of such contributed Consumer Receivable, and, if requested to do so, that the Trustee and the Note Insurer are entering into the transactions contemplated by this Agreement and the other Transaction Documents Lenders have been granted a security interest in reliance on the Issuers identity as a separate legal entity from the Servicer, such Consumer Receivable; and (xivx) practices cause Issuer to take such other actions as are necessary on its part to ensure that the facts and adheres to company formalities such as complying with its Byassumptions set forth in any non-laws consolidation opinion delivered by Issuer's counsel remain true and resolutions and the holding of regularly scheduled board of directors meetingscorrect at all times.

Separate Identity. The Issuer Borrower is operated as an entity separate ----------------- from Midland Credit Managementeach of FAC, Inc. In addition, the Issuer: FCI and their respective other Affiliates and (i) has i)has its own board of directors, , (ii) has ii)has at least two one independent directors director, who satisfy the definition of Independent Director provided in the Certificate of Incorporation who are is (A) reasonably acceptable to EagleFunding, (B) not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer FAC, FCI or its any of their respective Affiliates (other than, in the case of the IssuerBorrower, directors thereof) or relatives of any thereof, , nor trustees in bankruptcy for any thereof and (C) an individual with at least three years' prior experience in transactions involving the securitization of financial assets, including prior experience as an independent director for a corporation (other than the Borrower) whose charter documents require the unanimous consent of all independent directors before such corporation could file a bankruptcy proceeding or consent to the institution of bankruptcy proceedings against it, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of the Servicer, its Affiliates, and has a separate telephone number from that of each of FAC, FCI and any of their respective Affiliates, (iv) has iv)has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Borrower or leased pursuant to written leases, (v) conducts v)conducts all intercompany transactions with each of FAC, FCI and their respective Affiliates (other than the Servicer Borrower) on terms which the Issuer Borrower reasonably believes to be on an arm's-length basis, , (vi) has vi)has not guaranteed any obligation of the Servicer any of FCI, FAC or any of its their respective Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has vii)has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer any of FCI, FAC or any of their respective Affiliates (other than in respect of items of payment which are not material in the aggregate and funds which may be commingled until deposit have been mistakenly forwarded by an Obligor directly to any of FCI, FAC or any of their respective Affiliates, or deposited into a lock-box account maintained for the Collection Account in accordance benefit of BKB under its various credit arrangements with this AgreementFCI and/or FAC), , (viii) has separate deposit and other bank accounts to which neither the Servicer nor none of FCI, FAC or any of its their respective Affiliates has any access and does not at any time pool any of its funds with those of the Servicer FCI, FAC or any of its their respective Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains ix)maintains financial records which are separate from those of the Servicer FCI, FAC or any of its their respective Affiliates, , (x) compensates x)compensates all employees, consultants and agents, or reimburses each of FCI or FAC, as the Servicer case may be, from the IssuerBorrower's own funds, for services provided to the Issuer Borrower by such employees, consultants and agents other than the services covered under the terms of the Administrative Services Agreement, (xi)has agreed with each of FCI and FAC pursuant to the terms of the Administrative Services Agreement to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents, , and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xixii)pays for its own account any incidental administrative costs and expenses not covered under the terms of the Administrative Services Agreement, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xii) is xiv)is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer any of FCI, FAC, or any of its their respective Affiliates and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that EagleFunding, the Trustee Deal Agent, the Collateral Agent and the Note Insurer Liquidity Providers are entering into the transactions contemplated by this Credit Agreement and the other Transaction Facility Documents in reliance on the Issuers Borrower's identity as a separate legal entity from the Servicereach of FCI, and FAC and each of their respective Affiliates, and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer is operated as an entity separate from Midland Credit Management, Inc. In addition, the IssuerOriginator and the Originator's other Affiliates and: (i) has its own board of directors,; (ii) has at least two independent directors who satisfy directors, each of which (A) is reasonably acceptable to the definition of Independent Director provided in the Certificate of Incorporation who are Insurer and not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer Originator or its Affiliates (other than, in the case any of the Issuer, directors thereof) Originator's other Affiliates or relatives relative of any thereof,, nor a trustee in bankruptcy for any thereof and (B) is an individual with at least three years' prior experience in transactions involving the securitization of financial assets, and prior experience as an independent director for a corporation (other than the Issuer) whose charter documents require the unanimous consent of all independent directors before such corporation could file a bankruptcy proceeding or consent to the institution of bankruptcy proceedings against it; (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, has a separate telephone number from that of the Servicer,Originator and any of the Originator's other Affiliates and has separately leased office space for the maintenance of its Records; (iv) has all office furniture, fixtures and equipment necessary to operate its business,business and such furniture, fixtures, and equipment are either owned by the Issuer or leased pursuant to written leases; (v) conducts all intercompany transactions with each of the Servicer Originator and the Originator's other Affiliates on terms which the Issuer reasonably believes to be on an arm's-length basis,; (vi) has not guaranteed any obligation of any of the Servicer Originator or any of its the Originator's other Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity,; (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of any of the Servicer Originator or any of the Originator's other Affiliates (other than in respect of items of payment which are not material in the aggregate and funds which may be commingled until deposit into have been mistakenly forwarded by an Obligor directly to the Collection Account in accordance with this AgreementOriginator or any of the Originator's other Affiliates),; (viii) has separate deposit and other bank accounts to which neither the Servicer Originator (except in its capacity as Servicer) nor any of its the Originator's other Affiliates has any access and does not at any time pool any of its funds with those of the Servicer Originator or any of its the Originator's other Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement,; (ix) maintains financial records which are separate from those of the Servicer Originator or any of its the Originator's other Affiliates,; (x) compensates all employees, consultants and agents, or reimburses the Servicer Originator from the Issuer's own funds, for services provided to the Issuer by such employees, consultants and agents,agents other than the services covered under the terms of the Administrative Services Agreement; (xi) has agreed with the Originator pursuant to the terms of the Administrative Services Agreement to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents, and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (xii) pays for its own account any incidental administrative costs and expenses not covered under the terms of the Administrative Services Agreement; (xiii) conducts all of its business (whether in writing or orally) solely in its own name,; (xiixiv) is not, except with respect to insurance policies concerning the Pledged Assets and covering any liability which may be incurred in connection with ownership of any Pledged Assets, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer Originator or any of its the Originator's other Affiliates and has entered into no agreement to be named as such a beneficiary or payee,; (xiiixv) acknowledges that the Trustee Noteholders, the Insurer and the Note Insurer Trustee are entering into the transactions contemplated by this Agreement Indenture and the other Transaction Documents in reliance on the Issuers Issuer's identity as a separate legal entity from the Servicer, Originator and each of the Originator's other Affiliates; and (xivxvi) practices and adheres to company corporate formalities such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer Borrower is operated as an entity separate from Midland Credit Management, Inc. In addition, the IssuerAg Services and Ag Services' other Affiliates and: (i) has its own board of directors,; (ii) has at least two independent directors who satisfy the definition directors, each of Independent Director provided in the Certificate of Incorporation who are which (A) is reasonably acceptable to Triple-A and not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers supplier of any of the Servicer Ag Services or its any of Ag Services' other Affiliates (other than, in the case of the Issuer, directors thereof) or relatives relative of any thereof,, nor a trustee in bankruptcy for any thereof and (B) is an individual with at least three years' prior experience in transactions involving the securitization of financial assets, and prior experience as an independent director for a corporation (other than the Borrower) whose charter documents require the unanimous consent of all independent directors before such corporation could file a bankruptcy proceeding or consent to the institution of bankruptcy proceedings against it; (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, has a separate telephone number from that of Ag Services and any of Ag Services' other Affiliates and has separately leased office space for the Servicer,maintenance of its Records; (iv) has all office furniture, fixtures and equipment necessary to operate its business,business and such furniture, fixtures, and equipment are either owned by the Borrower or leased pursuant to written leases; (v) conducts all intercompany transactions with the Servicer each of Ag Services and Ag Services' other Affiliates on terms which the Issuer Borrower reasonably believes to be on an arm's-length basis,; (vi) has not guaranteed any obligation of the Servicer any of Ag Services or any of its Ag Services' other Affiliates, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity,; (vii) has not permitted the commingling or pooling of its funds or other assets with the assets of the Servicer any of Ag Services or any of Ag Services' other Affiliates (other than in respect of items of payment which are not material in the aggregate and funds which may be commingled until deposit into the Collection Account in accordance with this Agreementhave been mistakenly forwarded by an Obligor directly to Ag Services or any of Ag Services' other Affiliates),; (viii) has separate deposit and other bank accounts to which neither the Servicer Ag Services (except in its capacity as Servicer) nor any of its Ag Services' other Affiliates has any access and does not at any time pool any of its funds with those of the Servicer Ag Services or any of its Ag Services' other Affiliates, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement,; (ix) maintains financial records which are separate from those of the Servicer Ag Services or any of its Ag Services' other Affiliates,; (x) compensates all employees, consultants and agents, or reimburses the Servicer Ag Services from the IssuerBorrower's own funds, for services provided to the Issuer Borrower by such employees, consultants and agents,agents other than the services covered under the terms of the Administrative Services Agreement; (xi) has agreed with Ag Services pursuant to the terms of the Administrative Services Agreement to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents, and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (xii) pays for its own account any incidental administrative costs and expenses not covered under the terms of the Administrative Services Agreement; (xiii) conducts all of its business (whether in writing or orally) solely in its own name,; (xiixiv) is not, except with respect to insurance policies concerning the Acquired Assets and/or the other Collateral and covering any liability which may be incurred in connection with ownership of any Acquired Assets, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer Ag Services or any of its Ag Services' other Affiliates and has entered into no agreement to be named as such a beneficiary or payee,; (xiiixv) acknowledges that Triple-A, the Trustee Administrative Agent, the Collateral Agent, the Surety, the Liquidity Agent and the Note Insurer Liquidity Banks are entering into the transactions contemplated by this Credit Agreement and the other Transaction Facility Documents in reliance on the Issuers Borrower's identity as a separate legal entity from the Servicer, Ag Services and each of Ag Services' other Affiliates; and (xivxvi) practices and adheres to company formalities corporate formali- ties such as complying with its By-laws and corporate resolutions and the holding of regularly scheduled board of directors meetings.

Separate Identity. The Issuer Seller is operated as an entity separate from Midland Credit Management, Inc. In addition, the Issuer: Originator and each other Subsidiary of the Originator and (i) has its own board of directors, , (ii) has at least two independent directors one director who satisfy the definition of Independent Director provided in the Certificate of Incorporation is reasonably acceptable to EagleFunding and who are is not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers of any supplier of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives Originator nor a relative of any thereof, , nor a trustee in bankruptcy for any Affiliate of the Originator, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, and has a separate telephone number from that of the Servicer, Originator or any Subsidiary of the Originator, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Seller or leased pursuant to written leases, (v) conducts all intercompany transactions with the Servicer Originator and each other Subsidiary of the Originator on terms which the Issuer Seller reasonably believes to be on an arm's-length basis, , (vi) has not guaranteed any obligation of the Servicer Originator or any other Subsidiary of its Affiliatesthe Originator, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not not, except as otherwise expressly acknowledged under the Facility Documents, permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (Originator or any other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), Affiliate, (viii) has separate deposit and other bank accounts to which neither the Servicer Originator nor any of its Affiliates other Affiliate has any access and does not at any time pool any of its funds with those of the Servicer Originator or any of its Affiliatessuch Affiliate, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any Originator and each other Subsidiary of its Affiliates, the Originator, (x) compensates all employees, consultants and agents, or reimburses the Servicer Originator, from the IssuerSeller's own funds, for services provided to the Issuer Seller by such employees, consultants and agents, , (xi) has agreed with the Originator to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays directly for its own account for accounting and payroll services, rent, lease and other expenses and does not have such operating expenses paid by the Originator or any other Subsidiary of the Originator, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, (xii) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer or any of its Affiliates and has entered into no agreement to be named as such a beneficiary or payee, (xiii) acknowledges that the Trustee and the Note Insurer are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance on the Issuers identity as a separate legal entity from the Servicer, and (xiv) practices and adheres to company formalities such as complying with its By-laws and resolutions and the holding of regularly scheduled board of directors meetings.)

Separate Identity. The Issuer Seller is operated as an entity separate from Midland Credit Management, Inc. In addition, the Issuer: Originator and each other Subsidiary of the Originator and (i) has its own board of directors, , (ii) has at least two independent directors one manager who satisfy is reasonably acceptable to the definition of Independent Director provided in the Certificate of Incorporation Collateral Agent and who are is not a direct, indirect, indirect or beneficial stockholdersstockholder, officersofficer, directorsdirector, employeesemployee, affiliatesaffiliate, associatesassociate, customers customer or suppliers of any supplier of the Servicer or its Affiliates (other than, in the case of the Issuer, directors thereof) or relatives Originator nor a relative of any thereof, , nor a trustee in bankruptcy for any Affiliate of the Originator, (iii) maintains its assets in a manner which facilitates their identification and segregation from those of its Affiliates, and has a separate telephone number from that of the Servicer, Originator or any other Affiliate of the Originator, (iv) has all office furniture, fixtures and equipment necessary to operate its business, business and such furniture, fixtures and equipment are either owned by the Seller or leased pursuant to written leases, (v) conducts all intercompany transactions with the Servicer Originator and each other Affiliate of the Originator on terms which the Issuer Seller reasonably believes to be on an arm'sarm’s-length basis, , (vi) has not guaranteed any obligation of the Servicer Originator or any other Affiliate of its Affiliatesthe Originator, nor has it had any of its obligations guaranteed by any such entities and has not held itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business and affairs of any such entity, , (vii) has not not, except as otherwise expressly acknowledged under the Facility Documents, permitted the commingling or pooling of its funds or other assets with the assets of the Servicer (Originator or any other than in respect of items of payment and funds which may be commingled until deposit into the Collection Account in accordance with this Agreement), Affiliate, (viii) has separate deposit and other bank accounts to which neither the Servicer Originator nor any of its Affiliates other Affiliate has any access and does not at any time pool any of its funds with those of the Servicer Originator or any of its Affiliatessuch Affiliate, except for such funds which may be commingled until deposit into the Collection Account in accordance with this Agreement, (ix) maintains financial records which are separate from those of the Servicer or any Originator and each other Affiliate of its Affiliates, the Originator, (x) compensates all employees, consultants and agents, or reimburses the Servicer Originator, from the Issuer's Seller’s own funds, for services provided to the Issuer Seller by such employees, consultants and agents, , (xi) has agreed with the Originator to allocate among themselves shared corporate operating services and expenses which are not reflected in the Servicing Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (xii) pays directly for its own account for accounting and payroll services, rent, lease and other expenses and does not have such operating expenses paid by the Originator or any other Affiliate of the Originator, (xiii) conducts all of its business (whether in writing or orally) solely in its own name, , (xiixiv) is not, directly or indirectly, named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer Originator or any other Affiliate of its Affiliates the Originator and has entered into no agreement to be named as such a beneficiary or payee, , (xiiixv) acknowledges that the Trustee Purchasers, the Managing Agents, the Collateral Agent, the Insurer and the Note Insurer Liquidity Banks are entering into the transactions contemplated by this Receivables Purchase Agreement and the other Transaction Facility Documents in reliance on the Issuers Seller’s identity as a separate legal entity from the ServicerOriginator and each other Affiliate of the Originator, and and (xivxvi) practices and adheres to company organizational formalities such as complying with its By-laws and resolutions and limited liability company agreement, including the holding of regularly scheduled board meetings of directors meetingsmembers and/or managers to the extent provided therein.