Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. (i) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial and the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereof. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Financial, the Seller, or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial Financial, the Seller, or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial Financial, the Seller and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Seller Trust shall be paid from its own funds. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the SellerTrust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial Financial, the Seller or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial Financial, the Seller and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm's-length relationship with Arcadia Financial Financial, the Seller and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to to, Arcadia Financial Financial, the Seller and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (ia) The Seller Trust shall not incur any additional debt, other than debt related to the Notes outstanding, unless the additional debt is fully subordinated to the Notes outstanding, and in either case, (x) is nonrecourse to the Trust or any of its assets other than cash flow in excess of amounts necessary to pay the Noteholders, and (y) does not constitute a claim against the Trust to the extent that funds are insufficient to pay such additional debt. (b) The Trust shall not engage in any dissolution, termination, liquidation, consolidation, conversion, merger, or conveyance or transfer of all or substantially all of its assets, except as provided in the Operative Agreements and Article VIII hereof, so long as the Notes are outstanding, without prior written notice to the Rating Agencies. (c) The Trust shall maintain its financial and accounting books and records separate from those of any Person or entity. (d) The Trust shall maintain its accounts separate from those of any other Person or entity. (e) The Trust shall not commingle its assets with those of any other Person or entity. (f) The Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Sellername. (iig) The Seller Except as provided in the Operative Agreements, the Trust shall maintain corporate records pay its own liabilities, indebtedness and books of account separate from those of Arcadia Financial and the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities out of the Seller shall be paid from its own funds. (vih) The annual financial statements of Trust shall observe all formalities required by its organizational documents and the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereofDelaware Trust Statute. (viii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller Trust shall maintain an arm'sarm’s-length relationship with Arcadia Financial its affiliates, if any. (j) The Trust shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others. (k) Except as provided in the Operative Agreements, the Trust shall not acquire obligations or securities of its affiliates or the Seller. (l) The Trust shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity, except as provided in the Operative Agreements and the other Affiliates thereof and will not related documentation. (m) The Trust shall hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofa separate entity. (ixn) The Seller Trust shall keep correct any known misunderstanding regarding its separate identity. (o) Except as provided in the Operative Agreements, the Trust does not, and will not have, assets other than assets contributed to it by the Certificateholder or sold to it by the Depositor. (p) The Trust is solvent and will not be rendered insolvent by the transactions contemplated by the Operative Agreements and, after giving effect to such transactions, the Trust will not have intended to incur, or believe that it has incurred, debts beyond its liabilities wholly separate ability to pay such debts as they mature. There is no contemplation of the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Trust or any of its assets. (q) All the trust certificates of the Trust are owned by the Initial Certificateholder. (r) So long as any Notes are outstanding, the Trust shall not claim any credit on, or make any deduction from those the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of all the payment of the taxes levied or assessed upon any part of the Trust Fund. (s) So long as any Notes are outstanding, the Trust shall not (a) permit the validity or effectiveness of the Indenture to be impaired, or permit the lien of the Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under the Indenture except as may be expressly permitted by the Operative Agreements, (b) permit any lien, charge, excise, claim, security interest, mortgage or other entitiesencumbrance (other than the lien of the Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Fund or any part thereof or any interest therein or the proceeds thereof (other than tax liens, including, but not limited to Arcadia Financial mechanics’ liens and the other Affiliates thereof exceptliens that arise by operation of law, in each casecase with respect to any Trust Fund and arising solely as a result of an action or omission of a mortgagor or as otherwise permitted in the Transfer and Servicing Agreement) or (c) permit the lien of the Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) or as contemplated otherwise permitted in the Transfer and Servicing Agreement) security interest in the Trust Fund. (t) So long as any Notes are outstanding, except with the prior written consent of the Certificateholder, the Trust shall not take any action described in Section 5.6 of this Agreement. (u) So long as any Notes are outstanding, the Trust shall not take any action or fail to take any action that would result in an entity level tax on the Trust. (v) The capital of the Trust is adequate for the business and undertakings of the Trust. (w) Other than with respect to the purchase by the Transaction DocumentsInitial Certificateholder of the Certificate (including any rights contained therein), the Trust is not engaged in any business transactions with the Initial Certificateholder.

Special Purpose Entity. Each Lessee will be a special purpose limited liability company whose primary activities are restricted in its memorandum and articles of association to: (i) The Seller shall conduct its business solely acquiring, owning, holding or selling interests in its own name through its duly authorized officers or agents so as not to mislead others as to (x) the identity of Devices and Related Customer Leases in accordance with the entity Transaction Documents and (y) any wireless mobile devices and related customer leases in accordance with which those others are concernedany Lessee Permitted Additional Tranche Transaction Documents, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate records granting security interests in (x) the Devices, the Related Customer Leases and books any of account separate from those its other assets in respect of Arcadia Financial which a security interest is required to be granted by it under the Transaction Documents and the (y) any wireless mobile devices, related customer leases and any of its other Affiliates thereof. assets in respect of which a security interest is required to be granted by it under any Lessee Permitted Additional Tranche Transaction Documents, (iii) The Seller shall obtain proper authorization from entering into and exercising its board of directors of all corporate action requiring such authorization, meetings of rights and performing its obligations under (x) the board of directors of the Seller shall be held not less frequently than three times per annum Related Customer Leases and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained and (y) any customer lease subject to a Lessee Permitted Additional Tranche to which it is a party and any other Lessee Permitted Additional Tranche Transaction Document to which it is a party, (iv) acting as (x) lessor under Related Customer Leases and any other customer leases subject to any Lessee Permitted Additional Tranche to which it is a party and (y) lessee under the Device Leases and any other device leases subject to any Lessee Permitted Additional Tranche to which it is a party, (v) receiving amounts due to it under the Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and declaring and paying dividends and distributions to its Related Originator from such amounts, (vi) paying amounts due by it under the Seller Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and (vii) conducting such other activities as official records of it deems necessary or appropriate to carry out the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out primary activities described above or as being liable for the debts of Arcadia Financial or any Affiliate thereof. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as otherwise contemplated by the Transaction DocumentsDocuments or any Lessee Permitted Additional Tranche Transaction Document.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial OFL, the Seller, or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial OFL, the Seller, or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial OFL, the Seller, each Class GP Certificateholder and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller Trust shall be paid from its own funds. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the SellerTrust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial OFL, the Seller, either Class GP Certificateholder or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial OFL, the Seller, each Class GP Certificateholder and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm's-length relationship with Arcadia Financial OFL, the Seller, each Class GP Certificateholder and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, OFL, the Seller, each Class GP Certificateholder and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial AmeriCredit, the Company, AFS SenSub and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Seller Trust shall be paid from its own fundsfunds or by AmeriCredit. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the Seller's Trust’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Company, AFS SenSub and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, the Company, AFS SenSub and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, the Company, AFS SenSub and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller AFS SenSub shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller AFS SenSub are available to pay the creditors of Arcadia Financial the Company, AFS SenSub or AmeriCredit or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerAFS SenSub. (ii) The Seller AFS SenSub shall maintain corporate records and books of account separate from those of Arcadia Financial the Company, AFS SenSub, the Trust and AmeriCredit, and the other Affiliates affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller AFS SenSub shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approvalsuch authorization, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Seller AFS SenSub have been paid by Arcadia FinancialAmeriCredit, AFS SenSub shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller AFS SenSub shall disclose the effects of the Seller's AFS SenSub’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller AFS SenSub are not available to pay creditors of Arcadia Financial AmeriCredit, AFS SenSub, the Trust or the Company or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller AFS SenSub underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller AFS SenSub as official records of the Seller AFS SenSub, separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Trust and the Company and each other Affiliate thereof. (viii) The Seller AFS SenSub shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, the Trust and the other Affiliates thereof Company and the affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit or the Company or any Affiliate affiliate thereof. (ix) The Seller AFS SenSub shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, AmeriCredit, the Trust and the other Affiliates thereof Company and each Affiliate of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial OFL or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial OFL or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial OFL and the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial OFL or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial OFL and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial OFL and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial OFL or any Affiliate thereof. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial OFL and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Funding Trust shall conduct its business solely in its own name through its duly authorized officers or agents (including but not limited to the Administrator) so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate affiliate thereof or that the assets of the Seller Funding Trust are available to pay the creditors of Arcadia Financial the Company, AFS Funding or AmeriCredit or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerFunding Trust. (ii) The Seller Funding Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial the Company, AFS Funding, the Trust and AmeriCredit, and the other Affiliates affiliates thereof. (iii) The Seller Funding Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Seller Funding Trust have been paid by Arcadia FinancialAmeriCredit, Funding Trust shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller Funding Trust shall disclose the effects of the Seller's Funding Trust’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Funding Trust are not available to pay creditors of Arcadia Financial AmeriCredit, AFS Funding, the Trust or the Company or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller Funding Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Funding Trust as official records of the Seller Funding Trust, separately identified and held apart from the records of Arcadia Financial AmeriCredit, AFS Funding, the Trust and the Company and each other Affiliate thereof. (viii) The Seller Funding Trust shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, AFS Funding, the Trust and the other Affiliates thereof Company and the affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit or the Company or any Affiliate affiliate thereof. (ix) The Seller Funding Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, AFS Funding, AmeriCredit, the Trust and the other Affiliates thereof Company and each Affiliate of them except, in each case, as contemplated by the Transaction Documents. (x) [Reserved].

Special Purpose Entity. (i) The Seller Issuer shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Servicer, the Originator, the Seller or any other Affiliate thereof or that the assets of the Seller Issuer are available to pay the creditors of Arcadia Financial the Servicer, the Originator, the Seller, or any other Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerIssuer. (ii) The Seller Issuer shall maintain corporate trust records and books of account separate from those of Arcadia Financial the Servicer, the Originator, the Seller or any other Affiliate thereof. The books and records of the other Affiliates thereofIssuer described in paragraph (iii) below will be maintained at the address designated herein for receipt of notices, unless the Issuer shall otherwise advise the parties hereto in writing. (iii) The Seller Issuer shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorizationauthorization pursuant to the Transaction Documents and the Statutory Trust Act, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting meeting, if any, shall be delivered to Financial Security the Insurer within two weeks of the Issuer’s receipt of such authorization or meeting, as the case may beminutes. (viv) Although the organizational expenses of the Seller Issuer have been paid by Arcadia Financialthe Originator, operating expenses and liabilities of the Seller Issuer shall be paid from its own funds. (viv) The annual financial statements statements, if any, of the Seller Issuer shall disclose the effects of the Seller's Issuer’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Issuer are not available to pay creditors of Arcadia Financial the Servicer, the Originator, the Seller or any other Affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller Issuer underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Issuer as official records of the Seller Issuer separately identified and held apart from the records of Arcadia Financial and each the Servicer, the Originator, the Seller or any other Affiliate Affiliates thereof. (viiivii) The Seller Issuer shall maintain an arm'sarm’s-length relationship with Arcadia Financial the Servicer, the Originator, the Seller, and the any other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial the Servicer, the Originator or any Affiliate other Affiliates thereof. (viii) The Issuer’s funds and assets are not, and will not be, commingled with the funds of any other Person other than pursuant to and in accordance with the Transaction Documents. (ix) The Seller Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the Servicer, the Originator, the Seller or any other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (ia) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others such persons are concerned, and particularly will shall use its best efforts to avoid the appearance of that it is conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial Paragon or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Sellerthereof (other than as expressly provided herein). (iib) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial Paragon and the other Affiliates any Affiliate thereof. (iiic) The Seller shall obtain proper authorization from its board of directors of for all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (ivd) The Seller shall obtain proper authorization from pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, own operating expenses and liabilities of the Seller shall be paid from its own funds. (vie) The annual financial statements of the Seller Paragon shall disclose the effects of the Seller's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereofprinciples. (viif) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Related Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereofSeller. (viiig) The Seller shall maintain an arm's-length relationship with Arcadia Financial Paragon and the other Affiliates thereof its Affiliates, and will shall not hold itself out as being liable for the debts of Arcadia Financial Paragon or any Affiliate thereofof its Affiliates. (ixh) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the entities other Affiliates thereof except, in each case, than as contemplated permitted by the Transaction Related Documents. (i) The books and records of the Seller shall be maintained at the address designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. (j) The Seller shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party, into which any Affiliate makes deposits or from which any Affiliate has the power to make withdrawals, except as otherwise permitted by the Related Documents. (k) The Seller shall insure that any consolidated financial statements of Paragon has notes to the effect that the Seller is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders. (l) The Seller shall not amend, supplement or otherwise modify its certificate of incorporation or bylaws except in accordance therewith.

Special Purpose Entity. (i) The Seller Such Class GP Certificateholder shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Trust, OFL, the Seller or any other Affiliate thereof of any of them or that that, except as expressly provided in the Transaction Documents, the assets of the Seller such Class GP Certificateholder are available to pay the creditors of Arcadia Financial OFL, the Seller or any Affiliate thereofof any of them. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Sellersuch Class GP Certificateholder. (ii) The Seller Such Class GP Certificateholder shall maintain corporate records and books of account separate from those of Arcadia Financial OFL, the Trust, the Seller and the other Affiliates thereofany Affiliate of any of them. (iii) The Seller Such Class GP Certificateholder shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller such Class GP Certificateholder shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller Such Class GP Certificateholder shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller such Class GP Certificateholder shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller such Class GP Certificateholder have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller such Class GP Certificateholder shall be paid from its own funds. (vi) The annual financial statements of the Seller such Class GP Certificateholder shall disclose the effects of the Sellersuch Class GP Certificateholder's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller such Class GP Certificateholder are not available except as expressly provided in the Transaction Agreements to pay creditors of Arcadia Financial OFL, the Seller or any other Affiliate thereofof either of them. (vii) The resolutions, agreements and other instruments of the Seller such Class GP Certificateholder underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller such Class GP Certificateholder as official records of the Seller such Class GP Certificateholder separately identified and held apart from the records of Arcadia Financial OFL, the Seller, the Trust and each other any Affiliate thereofof any of them. (viii) The Seller Except as expressly provided in the Transaction Documents such Class GP Certificateholder shall maintain an arm's-length relationship with Arcadia Financial OFL, the Seller and the other Affiliates thereof any Affiliate of either of them and will not hold itself out as being liable for the debts of Arcadia Financial OFL, the Seller or any Affiliate thereofof either of them. (ix) The Seller Such Class GP Certificateholder shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, OFL, the Seller and the other Affiliates thereof any Affiliate of either of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Seller Trust shall be paid from its own fundsfunds or by AmeriCredit. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the Seller's Trust’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, the Company, AFS Funding, Funding Trust and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (a) From and after the date hereof, each Individual Borrower shall continue to be a Special Purpose Entity. (b) From and after the date hereof, in the event any Individual Borrower or any SPE Component Entity is an Acceptable LLC, the limited liability company agreement of such Individual Borrower or such SPE Component Entity (as applicable) (the “LLC Agreement”) shall provide that: (i) The Seller shall conduct upon the occurrence of any event that causes the last remaining member of Borrower or such SPE Component Entity (as applicable) (“Member”) to cease to be the member of Borrower or such SPE Component Entity (as applicable) (other than (A) upon an assignment by Member of all of its business solely limited liability company interest in its own name through its duly authorized officers Borrower or agents so such SPE Component Entity (as not to mislead others as to applicable) and the identity admission of the entity transferee in accordance with which those others are concernedthe Loan 156506983 Documents and the LLC Agreement, or (B) the resignation of Member and particularly will use its best efforts to avoid the appearance admission of conducting business on behalf an additional member of Arcadia Financial Borrower or such SPE Component Entity (as applicable) in accordance with the terms of the Loan Documents and the LLC Agreement), any natural person duly designated under the applicable organizational documents shall, without any action of any other Affiliate thereof Person and simultaneously with the Member ceasing to be the member of Borrower or such SPE Component Entity (as applicable) automatically be admitted to Borrower or such SPE Component Entity (as applicable) as a member with a 0% economic interest (“Special Member”) and shall continue Borrower or such SPE Component Entity (as applicable) without dissolution; (ii) Special Member may not resign from Borrower or such SPE Component Entity (as applicable) or transfer its rights as Special Member unless a successor Special Member has been admitted to Borrower or such SPE Component Entity (as applicable) as a Special Member in accordance with requirements of Delaware law; (iii) Special Member shall automatically cease to be a member of Borrower or such SPE Component Entity (as applicable) upon the admission to Borrower or such SPE Component Entity (as applicable) of the first substitute member; (iv) Special Member shall be a member of Borrower or such SPE Component Entity (as applicable) that has no interest in the profits, losses and capital of Borrower or such SPE Component Entity (as applicable) and has no right to receive any distributions of the assets of Borrower or such SPE Component Entity (as applicable); (v) pursuant to the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality applicable provisions of the foregoinglimited liability company act of the State of Delaware (the “Act”), all oral Special Member shall not be required to make any capital contributions to Borrower or such SPE Component Entity (as applicable) and written communicationsshall not receive a limited liability company interest in Borrower or such SPE Component Entity (as applicable); (vi) Special Member, in its capacity as Special Member, may not bind Borrower or such SPE Component Entity (as applicable); (vii) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower or such SPE Component Entity (as applicable) including, without limitation, lettersthe merger, invoicesconsolidation or conversion of Borrower or such SPE Component Entity (as applicable). In order to implement the admission to Borrower or such SPE Component Entity (as applicable) of Special Member, purchase ordersSpecial Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower or such SPE Component Entity (as applicable) as Special Member, contractsSpecial Member shall not be a member of Borrower or such SPE Component Entity (as applicable); (viii) upon the occurrence of any event that causes the Member to cease to be a member of Borrower or such SPE Component Entity (as applicable) to the fullest extent permitted by law, statements and loan applicationsthe personal representative of Member shall, will be made solely in within ninety (90) days after the name occurrence of the Seller. event that terminated the continued membership of Member in Borrower or such SPE Component Entity 156506983 (iias applicable) The Seller shall maintain corporate records agree in writing (A) to continue Borrower or such SPE Component Entity (as applicable) and books of account separate from those of Arcadia Financial and (B) to the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings admission of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from personal representative or its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization nominee or meetingdesignee, as the case may be. , as a substitute member of Borrower or such SPE Component Entity (vas applicable) Although the organizational expenses effective as of the Seller have been paid by Arcadia Financial, operating expenses and liabilities occurrence of the Seller shall be paid from its own funds. event that terminated the continued membership of Member in Borrower or such SPE Component Entity (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereof.applicable); (ix) The Seller any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall keep its assets not cause Member or Special Member to cease to be a member of Borrower or such SPE Component Entity (as applicable) and its liabilities wholly separate from those upon the occurrence of all other entitiessuch an event, includingthe business of Borrower or such SPE Component Entity (as applicable) shall continue without dissolution and (x) each of Member and Special Member waives any right it might have to agree in writing to divide or dissolve Borrower or such SPE Component Entity (as applicable) upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, but not limited or the occurrence of an event that causes Member or Special Member to Arcadia Financial and the other Affiliates thereof except, in each case, cease to be a member of Borrower or such SPE Component Entity (as contemplated by the Transaction Documentsapplicable).

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFI, the Transferor or any other Affiliate thereof of their respective Affiliates or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial NAFI, the Transferor or any Affiliate thereofof their respective Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial NAFI, the Transferor or any of their respective Affiliates. The books and records of the other Trust will be separate from those of NAFI, the Transferor and their respective Affiliates thereofand will be maintained at the address designated herein for receipt of notices, unless the Trust shall otherwise advise the parties hereto in writing with respect to such address. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia Financialthe Seller, operating expenses and liabilities of the Seller Trust shall be paid from its own funds. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the SellerTrust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial NAFI, the Transferor or any other Affiliate thereofof their respective Affiliates. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereofNAFI, the Transferor or any of their respective Affiliates. (viiivii) The Seller Trust shall maintain an arm's-length relationship with Arcadia Financial NAFI, the Transferor and the other their respective Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFI, the Transferor or any Affiliate thereofof their respective Affiliates. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFI, the Transferor and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentstheir respective Affiliates.

Special Purpose Entity. (i) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Originator, the Servicer, or any other Affiliate thereof or that the assets of the Seller Issuer are available to pay the creditors of Arcadia Financial the Originator, the Servicer or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial the Servicer, the Originator and the other Affiliates thereof. The Seller’s books and records shall clearly reflect each transfer of the Contracts to the Seller. The books of account and corporate records of the Seller will be separate from those of the Servicer, the Originator and its Affiliates and will be maintained at the address designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. (iii) The Seller shall obtain proper authorization from its board of directors members of all corporate action actions requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) . The Seller shall obtain proper authorization from its shareholders members of all corporate action requiring shareholder member approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (viv) Although the organizational expenses of the Seller have been paid by Arcadia Financialthe Originator, operating expenses and liabilities of the Seller shall be paid from its own funds. (viv) The annual financial statements of the Seller shall disclose the effects of the Seller's ’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial the Servicer, the Originator or any other Affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial the Servicer, the Originator and each other Affiliate thereof. (viiivii) The Seller shall maintain an arm'sarm’s-length relationship with Arcadia Financial the Servicer, the Originator and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial the Servicer, the Originator or any Affiliate thereof. (viii) The Seller’s funds and assets are not, and will not be, commingled with the funds of any other Person other than pursuant to and in accordance with the Transaction Documents or other documents to which it is a party. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial the Servicer, the Originator and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (i) The Seller shall conduct its business solely (a) own no assets, nor engage in its own name through its duly authorized officers any business, other than the assets and transactions specifically contemplated or agents so as permitted under this Repurchase Agreement; (b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant hereto or the Excess Purchase Price Indebtedness; (c) not make any loans or advances to mislead others as to the identity of the entity with which those others are concernedany third party, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial shall not acquire obligations or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name securities of the Seller. ’s Affiliates; (iid) The Seller shall pay the Seller’s debts and liabilities only from the Seller’s own assets; (e) comply with the provisions of the Seller’s organizational documents; (f) do all things necessary to observe organizational formalities and to preserve the Seller’s existence, and will not amend, modify or otherwise change the Seller’s organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (g) maintain corporate records all of the Seller’s books, records, financial statements (except to the extent such financial statements are consolidated with those of its Affiliates) and books of account bank accounts separate from those of Arcadia Financial the Seller’s Affiliates; (h) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Seller’s status as a separate entity, shall conduct business in the Seller’s own name, shall not identify itself or any of its Affiliates as a division or part of the other Affiliates thereof. and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (iiii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of maintain adequate capital for the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects normal obligations reasonably foreseeable in a business of the Seller's transactions ’s size and character and in accordance with generally accepted accounting principles and shall disclose that the assets light of the Seller are Seller’s contemplated business operations; (j) not available to pay creditors engage in or suffer any change of Arcadia Financial ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle the Seller’s funds or other assets with those of any Affiliate or any other Person; (l) maintain the Seller’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Seller’s individual assets from those of any Affiliate thereof. or any other Person; (viim) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof not and will not hold itself out as being liable to be responsible for the debts or obligations of Arcadia Financial any other Person; and (n) use commercially reasonable efforts to cause each of the Seller’s direct owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to the Seller; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to the Seller; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any Affiliate thereofsimilar official for the Seller or a substantial portion of the Seller’s Properties; or (iii) make any assignment for the benefit of the Seller’s creditors. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller AFS SenSub shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller AFS SenSub are available to pay the creditors of Arcadia Financial the Company, AFS SenSub or AmeriCredit or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerAFS SenSub. (ii) The Seller AFS SenSub shall maintain corporate records and books of account separate from those of Arcadia Financial the Company, AFS SenSub, the Trust and AmeriCredit, and the other Affiliates affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller AFS SenSub shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approvalsuch authorization, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security Assured Guaranty within two weeks of such authorization or meeting, meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Seller AFS SenSub have been paid by Arcadia FinancialAmeriCredit, AFS SenSub shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller AFS SenSub shall disclose the effects of the Seller's AFS SenSub’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller AFS SenSub are not available to pay creditors of Arcadia Financial AmeriCredit, AFS SenSub, the Trust or the Company or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller AFS SenSub underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller AFS SenSub as official records of the Seller AFS SenSub, separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Trust and the Company and each other Affiliate thereof. (viii) The Seller AFS SenSub shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, the Trust and the other Affiliates thereof Company and the affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit or the Company or any Affiliate affiliate thereof. (ix) The Seller AFS SenSub shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Underwriters, AmeriCredit, the Trust and the other Affiliates thereof Company and each Affiliate of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial AmeriCredit, the Company, AFS SenSub and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security Assured Guaranty within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Seller Trust shall be paid from its own fundsfunds or by AmeriCredit. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the Seller's Trust’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial AmeriCredit, the Company, AFS SenSub or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Company, AFS SenSub and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm'sarm’s-length relationship with Arcadia Financial AmeriCredit, the Company, AFS SenSub and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Underwriters, the Company, AFS SenSub and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFI, the Transferor or any other Affiliate thereof of their respective Affiliates or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial NAFI, the Transferor or any Affiliate thereofof their respective Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) Trust. The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial NAFI, the Transferor or any of their respective Affiliates. The books and records of the other Trust will be separate from those of NAFI, the Transferor and their respective Affiliates thereof. (iii) and will be maintained at the address designated herein for receipt of notices, unless the Trust shall otherwise advise the parties hereto in writing with respect to such address. The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) . Although the organizational expenses of the Seller Trust have been paid by Arcadia Financialthe Seller, operating expenses and liabilities of the Seller Trust shall be paid from its own funds. (vi) . The annual financial statements of the Seller Trust shall disclose the effects of the SellerTrust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial NAFI, the Transferor or any other Affiliate thereof. (vii) of their respective Affiliates. The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) NAFI, the Transferor or any of their respective Affiliates. The Seller Trust shall maintain an arm's-length relationship with Arcadia Financial NAFI, the Transferor and the other their respective Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFI, the Transferor or any Affiliate thereof. (ix) of their respective Affiliates. The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFI, the Transferor and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentstheir respective Affiliates.

Special Purpose Entity. (i) The Seller Issuer shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and . It particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AFL or any other Affiliate affiliate thereof or and to avoid the appearance that the assets of the Seller Issuer are available to pay the creditors of Arcadia Financial AFL or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerIssuer. (ii) The Seller Issuer shall maintain corporate trust records and books of account separate from those of Arcadia Financial AFL and any affiliate thereof. The Issuer's books and records shall clearly reflect the other Affiliates thereoftransfer of the Receivables and related Other Conveyed Property to the Issuer. (iii) The Seller Issuer shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum authorization and copies of the minutes of each such board meeting authorization shall be delivered to Financial Security within two weeks of such meetingauthorization. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller Issuer have been paid by Arcadia FinancialAFL, operating expenses and liabilities of the Seller Issuer shall be paid from its own funds. (viv) The annual financial statements of the Seller Issuer shall disclose the effects of the Seller's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Issuer are not available to pay creditors of Arcadia Financial AFL or any other Affiliate affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller Issuer underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Issuer as official records of the Seller Issuer separately identified and held apart from the records of Arcadia Financial AFL and each other Affiliate affiliate thereof. (viiivii) The Seller Issuer shall maintain an arm's-length relationship with Arcadia Financial AFL and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial AFL or any Affiliate affiliate thereof. (ixviii) The Seller Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, AFL and the other Affiliates thereof exceptaffiliates thereof. (ix) The books and records of the Issuer will be maintained at Wilmington Trust Company, Xxxxxx Square North, 1100 North Market Street, Wilmington, Delaware, unless it shall otherwise advise the parties hereto in each casewriting. The Issuer shall, as contemplated by upon the Transaction Documentsrequest of Financial Security, permit Financial Security or its authorized agents to inspect its books and records.

Special Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Program Documents shall remain in effect: (a) It was formed solely for the purpose of (i) The originating, acquiring, holding, administering, financing, servicing, managing, enforcing and disposing, directly and subject to this Agreement, the Purchased Assets, assets being offered as Eligible Assets pursuant to this Agreement, assets that are Eligible Assets other than with respect to clause (i) of the definition thereof due to Buyer’s failure to approve such Eligible Asset as a Purchased Asset in its sole and absolute discretion and notwithstanding any criteria that are tested solely as of the related Purchase Date (any such asset, an “Eligible Held Asset”) and any incidental property relating to the foregoing, (ii) engaging in the Transactions and (iii) performing its obligations under the Program Documents. (b) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due. (c) It has complied and will comply with the provisions of its certificate of formation and its limited liability company agreement. (d) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its existence. (e) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own Tax returns, if any, which are required by law (except to the extent consolidation is required or permitted under GAAP (in the case of financial statements) or has been elected or is mandatory under the Code or the Tax law of any State (in the case of Tax returns) or is required as a matter of law), provided, however, that Seller’s assets may be included in a consolidated financial statements and Tax returns of Guarantor; provided, further, that, (i) an appropriate notation shall be made on such consolidated financial statement to indicate the separateness of Seller from Guarantor and to indicate that Seller’s assets and liabilities are not available to satisfy the debts and other obligations of Guarantor or any other Person and (ii) such assets shall also be listed on Seller’s own separate balance sheet. (i) It has been, is and will be and at all times will hold itself out to the public as a legal entity separate and distinct from any other Person (including any Affiliate), (ii) shall correct any known misunderstanding regarding its status as a separate entity, (iii) shall conduct business (A) in a reasonable and prudent manner and in accordance with its business solely organizational documents and in a manner which is in compliance with the Program Documents, (B) in its own name through name, (iv) shall not identify itself as a division or part of any of its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concernedAffiliates, (v) shall maintain and utilize separate stationery, invoices and checks, and particularly (vi) shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (g) It has not owned and will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial not own any property or any other Affiliate thereof assets other than the Collateral and cash and interests in xxxxxx and Eligible Assets that are to be offered as Purchased Assets or that which have been repurchased and Eligible Held Assets. (h) It has not engaged and will not engage in any business other than the assets origination, acquisition, ownership, hedging, administering, financing, servicing, management, enforcement and disposition of the Seller are available to pay Collateral and any asset being offered as an Eligible Asset and any Eligible Held Asset, all in accordance with the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality applicable provisions of the foregoingProgram Documents and Seller’s organizational documents. (i) It has not entered into, all oral and written communicationswill not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than an Affiliate. (j) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) obligations under the Program Documents; (ii) obligations under the Purchased Asset Documents; and (iii) unsecured trade payables and other liabilities, contingent or otherwise, which are normal and incidental to the origination, acquisition, ownership, hedging, administering, financing, servicing, management, enforcement and disposition of the Purchased Assets (including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely unsecured trade payables in the name ordinary course of its business which are either (x) no more than ninety (90) days past due or (y) to the extent that any trade payables are more than ninety (90) days past due, such trade payables do not exceed $250,000 and are being contested in good faith and for which adequate reserves are maintained). (k) It has not made and will not make any loans or advances (other than Eligible Assets) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person (other than in connection with the acquisition of the Eligible Assets) or expressly permitted by the Program Documents. (l) It 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; provided, that the foregoing shall not require any member, partner or shareholder of Seller to make any additional capital contributions to Seller. (iim) The Seller It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to itself, or enter into (or agree to enter into) any Division/Series Transaction. (n) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (o) It has maintained and will maintain corporate records and books of account separate its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of Arcadia Financial and the any of its Affiliates or any other Affiliates thereofPerson. (iiip) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be It has not held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out as being liable to be responsible for the debts or obligations of Arcadia Financial or any Affiliate thereofother Person. (ixq) The Seller It shall keep not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its assets and its liabilities wholly separate from those of all other entities, including, but not limited members to Arcadia Financial and the other Affiliates thereof exceptdissolve or liquidate Seller, in each casewhole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or order the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (r) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing and disposition of the Purchased Assets, except as contemplated by the Transaction Program Documents. (s) It has not maintained and shall not maintain any employees but shall be permitted to utilize employees of its Affiliates pursuant to arm’s length terms. (t) It shall at all times maintain at least one Independent Manager whose identity has been made known to Buyer and shall give prior written notice to Buyer of any resignation, withdrawal, discharge or replacement of such Independent Manager. For so long as any of Seller’s Repurchase Obligations under this Agreement and the other Program Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(q) above without the affirmative vote of such Independent Manager. Seller shall not terminate, replace or otherwise remove any Independent Manager without the written consent of Xxxxx. (u) It shall at all times discharge all obligations and liabilities due and owing by it from its own funds.

Special Purpose Entity. (i) The Seller Company shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Servicer or any other Affiliate thereof or that the assets of the Seller Company are available to pay the creditors of Arcadia Financial the Servicer or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerCompany. (ii) The Seller Company shall maintain corporate records and books of account separate from those of Arcadia Financial the Servicer and the other Affiliates thereof. The books of account and corporate records of the Company will be separate from those of the Servicer and its Affiliates and will be maintained at the address designated herein for receipt of notices, unless the Company shall otherwise advise the parties hereto in writing. (iii) The Seller Company shall obtain proper authorization from its board of directors managers of all corporate action company actions requiring such authorization, meetings . Meetings of the board of directors of the Seller shall managers will be held not less frequently than three times at least once per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks 30 days of such meeting. (iv) The Seller Company shall obtain proper authorization from its shareholders members of all corporate company action requiring shareholder member approval, meetings . Meetings of the shareholders members of the Seller Company shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder member meeting as well as any consents in lieu of a meeting shall be delivered to Financial Security within two weeks 30 days of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller Company have been paid by Arcadia Financialthe Servicer, operating expenses and liabilities of the Seller Company shall be paid from its own funds. (vi) The annual financial statements of the Seller Financial Pacific Company shall disclose the effects of the SellerCompany's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Company are not available to pay creditors of Arcadia Financial the Servicer or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller Company underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Company as official records of the Seller Company separately identified and held apart from the records of Arcadia Financial the Servicer and each other Affiliate thereof. (viii) The Seller Company shall maintain an arm's-length relationship with Arcadia Financial the Servicer and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial the Servicer or any Affiliate thereof. (ix) The Seller Company shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial the Servicer and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. Borrower, has been, shall be and shall remain at all times a special purpose bankruptcy remote entity (an “SPE”) and shall at all times comply with the following covenants: (a) The purpose for which Borrower is organized has always been and shall be limited to (i) The Seller owning, holding, selling, leasing, transferring, exchanging, operating and managing Borrower’s interest in the Property, (ii) entering into the Loan, (iii) refinancing the Property in connection with a permitted repayment of the Loan, and (iv) transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. (b) Borrower has never owned, does not own and will not own any asset or property other than (i) the Property and (ii) incidental personal property necessary for and used in connection with the ownership or operation of the same. (c) Borrower has never and shall conduct its not engage in a business solely in its own name through its duly authorized officers other than the ownership, operation and management of the Property and any other property which is hereafter acquired by Borrower with Lender’s prior written consent. (d) Borrower has not entered and will not enter into any contract or agents agreement with any Affiliate, Guarantor, or any Affiliate of Guarantor, provided, however, that Borrower may enter into contracts with Affiliates with Lender’s prior written consent so long as not to mislead others as such contracts relate to the identity of Property and provide for payments at prevailing market rates. Notwithstanding the entity with which those others are concernedforegoing, Borrower shall be permitted, among other uses and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available at Borrower’s election, to pay an Affiliate of Borrower or Guarantor a property management and an asset management fee (the creditors of Arcadia Financial “Affiliate Management Fee”), which Affiliate Management Fee may only be paid by Borrower (or any Affiliate thereof. Without limiting the generality ) to such Affiliate solely either (a) from additional equity (which equity shall be in excess of the foregoingBorrower Equity required to be contributed by Borrower on the Effective Date pursuant hereto) of Borrower, all oral and written communicationsGuarantor or any Affiliate thereof (or their respective principals) or (b) to the extent Borrower is expressly entitled hereunder to receive distributions of Gross Income pursuant to Section 10.1(e) below, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely from Gross Income in the name event Borrower receives a distribution of the Sellersame pursuant to such Section 10.1(e). (iie) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial and the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held Borrower has not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof incurred and will not hold itself out as being liable for the debts of Arcadia Financial incur any indebtedness, secured or any Affiliate thereof. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof exceptunsecured, in each case, as contemplated by the Transaction Documentsviolation of Section 8.

Special Purpose Entity. (ia) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others such persons are concerned, and particularly will shall use its best efforts to avoid the appearance of that it is conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial Paragon or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Sellerthereof (other than as expressly provided herein). (iib) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial Paragon and the other Affiliates any Affiliate thereof. (iiic) The Seller shall obtain proper authorization from its board of directors of for all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (ivd) The Seller shall obtain proper authorization from pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, own operating expenses and liabilities of the Seller shall be paid from its own funds. (vie) The annual financial statements of the Seller Paragon shall disclose the effects of the Seller's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereofprinciples. (viif) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Related Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereofSeller. (viiig) The Seller shall maintain an arm's-length relationship with Arcadia Financial Paragon and the other Affiliates thereof its Affiliates, and will shall not hold itself out as being liable for the debts of Arcadia Financial Paragon or any Affiliate thereofof its Affiliates. (ixh) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the entities other Affiliates thereof except, in each case, than as contemplated permitted by the Transaction Related Documents. (i) The books and records of the Seller shall be maintained at the address designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. (j) The Seller shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party, into which any Affiliate makes deposits or from which any Affiliate has the power to make withdrawals, except as otherwise permitted by the Related Documents. (k) The Seller shall insure that any consolidated financial statements of Paragon has notes to the effect that the Seller is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders. (l) The Seller shall not amend, supplement or otherwise modify (i) its certificate of incorporation, except in accordance therewith and with the prior written consent of the Note Insurer (which consent shall not be unreasonably withheld) and notice to the Rating Agencies or (ii) its bylaws except in accordance therewith.

Special Purpose Entity. (i) The Seller Issuer shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and . It particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial OFL or any other Affiliate affiliate thereof or and to avoid the appearance that the assets of the Seller Issuer are available to pay the creditors of Arcadia Financial OFL or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerIssuer. (ii) The Seller Issuer shall maintain corporate records and books of account separate from those of Arcadia Financial OFL and any affiliate thereof. The Issuer's books and records shall clearly reflect the other Affiliates thereoftransfer of the Receivables and related Other Conveyed Property to the Issuer. (iii) The Seller Issuer shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller Issuer shall be held not less frequently than three times one time per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller Issuer shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller Issuer shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller Issuer have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller Issuer shall be paid from its own funds. (vi) The annual financial statements of the Seller Issuer shall disclose the effects of the Seller's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Issuer are not available to pay creditors of Arcadia Financial OFL or any other Affiliate affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller Issuer underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Issuer as official records of the Seller Issuer separately identified and held apart from the records of Arcadia Financial OFL and each other Affiliate affiliate thereof. (viii) The Seller Issuer shall maintain an arm's-length relationship with Arcadia Financial OFL and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial OFL or any Affiliate affiliate thereof. (ix) The Seller Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, OFL and the other Affiliates thereof exceptaffiliates thereof. (x) The books and records of the Issuer will be maintained at the National Servicing Center, 00000 Xxxx 00xx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx, unless it shall otherwise advise the parties hereto in each casewriting. The Issuer shall, as contemplated by upon the Transaction Documentsrequest of Financial Security, permit Financial Security or its authorized agents to inspect its books and records.

Special Purpose Entity. (i) The Seller Transferor shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFCO or any other Affiliate affiliate thereof or that the assets of the Seller Transferor are available to pay the creditors of Arcadia Financial NAFCO or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTransferor. (ii) The Seller Transferor shall maintain corporate records and books of account separate from those of Arcadia Financial NAFCO and the other Affiliates affiliates thereof. The Transferor's books and records shall clearly reflect the transfer of the Contracts to the Trust and the sale of the Securities each as a sale of the Transferor's interest in the Contracts. The books and records of the Transferor will be maintained at the address designated herein for receipt of notices, unless the Transferor shall otherwise advise the parties hereto in writing. (iii) The Seller Transferor shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings approval of the board co-trustees or holders of directors beneficial ownership interests of the Seller shall be held not less frequently than three times per annum and copies Transferor, as the case may be. Meetings of the minutes holders of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings beneficial ownership interests of the shareholders of the Seller Transferor shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (viv) Although the organizational expenses of the Seller Transferor have been paid by Arcadia FinancialNAFCO, operating expenses and liabilities of the Seller Transferor shall be paid from its own funds. (viv) The annual financial statements of the Seller Transferor shall disclose the effects of the SellerTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Transferor are not available to pay creditors of Arcadia Financial NAFCO or any other Affiliate affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller Transferor underlying the transactions described in this Agreement and in Agreement, the other Transaction Documents and the Master Trust Transaction Documents shall be continuously maintained by the Seller Transferor as official records of the Seller Transferor separately identified and held apart from the records of Arcadia Financial NAFCO and each other Affiliate affiliate thereof. (viiivii) The Seller Transferor shall maintain an arm's-arm's- length relationship with Arcadia Financial NAFCO and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFCO or any Affiliate affiliate thereof. (ixviii) The Seller Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFCO and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsaffiliates thereof.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely directors and managers act independently and in its own name through its duly authorized officers interests, (ii) it shall at all times maintain at least two independent directors each of (x) whom is not currently and has not been during the five years preceding the date of this Loan Agreement an officer, director, manager or agents so as not to mislead others as to the identity employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) whom is not a current or former officer or employee of the Borrower and (z) whom is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits corporate actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for business trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose assets; provided, however, that the assets Borrower's organizational expenses and the expenses incurred in connection with the negotiation and execution of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Loan Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Loan Documents may be paid by Medallion Funding; (c) The Borrower will not have any of its indebtedness guaranteed by Medallion Funding or any Affiliate of Medallion Funding. Furthermore, the Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm's-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower's separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Loan Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower's status as a separate entity, shall conduct business in the Borrower's own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower's assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower's individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsbe a wholly-owned subsidiary of Medallion Funding.

Special Purpose Entity. (i) The Seller Funding Trust shall conduct its business solely in its own name through its duly authorized officers or agents (including but not limited to the Administrator) so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller Funding Trust are available to pay the creditors of Arcadia Financial the Company, AFS Funding or AmeriCredit or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerFunding Trust. (ii) The Seller Funding Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial the Company, AFS Funding, the Trust and AmeriCredit, and the other Affiliates affiliates thereof. (iii) The Seller Funding Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Seller Funding Trust have been paid by Arcadia FinancialAmeriCredit, Funding Trust shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller Funding Trust shall disclose the effects of the SellerFunding Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Funding Trust are not available to pay creditors of Arcadia Financial AmeriCredit, AFS Funding, the Trust or the Company or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller Funding Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Funding Trust as official records of the Seller Funding Trust, separately identified and held apart from the records of Arcadia Financial AmeriCredit, AFS Funding, the Trust and the Company and each other Affiliate thereof. (viii) The Seller Funding Trust shall maintain an arm's-length relationship with Arcadia Financial AmeriCredit, AFS Funding, the Trust and the other Affiliates thereof Company and the affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit or the Company or any Affiliate affiliate thereof. (ix) The Seller Funding Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, AFS Funding, AmeriCredit, the Trust and the other Affiliates thereof Company and each Affiliate of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (ia) The Seller ARC shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate affiliate thereof or that the assets of the Seller ARC are available to pay the creditors of Arcadia Financial AmeriCredit or AmeriCredit Corp. or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerARC. (iib) The Seller ARC shall maintain corporate records and books of account separate from those of Arcadia Financial AmeriCredit and AmeriCredit Corp., and the other Affiliates affiliates thereof. (iiic) The Seller ARC shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings of the board Board of directors Directors of the Seller ARC shall be held not less frequently than three times one time per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingannum. (ivd) The Seller ARC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller ARC shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may beannum. (ve) Although the organizational expenses of the Seller ARC have been paid by Arcadia FinancialAmeriCredit, the Seller shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vif) The annual financial statements of the Seller ARC shall disclose the effects of the SellerARC's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller ARC are not available to pay creditors of Arcadia Financial AmeriCredit Corp., AmeriCredit or any other Affiliate affiliate thereof. (viig) The resolutions, agreements and other instruments of the Seller ARC underlying the transactions described in this the Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller ARC as official records of the Seller ARC, separately identified and held apart from the records of Arcadia Financial AmeriCredit Corp. and AmeriCredit and each other Affiliate affiliate thereof. (viiih) The Seller ARC shall maintain an arm's-length relationship with Arcadia Financial AmeriCredit Corp. and AmeriCredit and the other Affiliates thereof affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit Corp. or AmeriCredit or any Affiliate affiliate thereof. (ixi) The Seller ARC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial AmeriCredit Corp., AmeriCredit and the other Affiliates thereof exceptaffiliates thereof. (j) The books and records of ARC will be maintained at the address designated herein for receipt of notices, unless ARC shall otherwise advise the parties hereto in each case, as contemplated by the Transaction Documentswriting.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely managers act independently and in its own name through interests, (ii) it shall at all times maintain at least one Independent Manager, (iii) its duly authorized officers or agents so as assets are not to mislead others as to the identity commingled with those of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits statutory trust actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for statutory trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own fundsassets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Agreement and the other Loan Documents may be paid by Medallion Funding. (vic) The annual financial statements Borrower will not have any of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial its indebtedness guaranteed by Medallion Funding or any other Affiliate thereof. of Medallion Funding (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by Medallion Funding Guaranty). Furthermore, the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate legal entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, be a wholly-owned subsidiary of Medallion Funding. (h) The Borrower shall maintain its charter documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its certificate of trust or trust agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Related Documents, including, without limitation, Section 5.02 of this Agreement; and (2) its trust agreement, at all times that this Agreement is in effect, provides for not less than five (5) days’ prior written notice to the Agent of the replacement or appointment of any manager that is to serve as an Independent Manager in accordance with Section 5.02(i). (i) The Borrower will notify the Agent in writing of (i) the decision to appoint a new Person as the “Independent Manager” of the Borrower for purposes of this Agreement, such notice (a) to be issued not less than five (5) days prior to the effective date of such appointment and (b) to contain a written certification of a Responsible Officer of the Borrower that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager,” and (ii) the removal of any Independent Manager of the Borrower, such notice (a) to be issued promptly, but in any event, not limited less than five (5) days prior to Arcadia Financial the appointment of a replacement Independent Manager and (b) to contain a written certification of a Responsible Officer of the other Affiliates thereof except, in each case, as contemplated by Borrower citing which clause of Section 5.26 permits the Transaction Documentsremoval of such Independent Director.

Special Purpose Entity. (i) The Seller Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any other Affiliate Affiliates thereof or that the assets of the Seller Trust are available to pay the creditors of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any Affiliate other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTrust. (ii) The Seller Trust shall maintain corporate trust records and books of account separate from those of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and the other Affiliates thereofof any of them. (iii) The Seller Trust shall obtain proper authorization from its board of directors equity owners of all corporate trust action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes or other written summary of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, meeting as the case may be. (viv) Although the organizational expenses of the Seller Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Seller Trust shall be paid from its own fundsfunds or by AmeriCredit. (viv) The annual financial statements of the Seller Trust shall disclose the effects of the SellerTrust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Trust are not available to pay creditors of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust or any other Affiliate thereofof any of them. (viivi) The resolutions, agreements and other instruments of the Seller Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Trust as official records of the Seller Trust separately identified and held apart from the records of Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and each other Affiliate thereofof any of them. (viiivii) The Seller Trust shall maintain an arm's-length relationship with Arcadia Financial AmeriCredit, the Company, AFS Funding, Funding Trust and the other Affiliates thereof each Affiliate of any of them and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereofsuch Person. (ixviii) The Seller Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, the Representative, the Company, AFS Funding, Funding Trust and the other Affiliates thereof each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller TFCRC shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned; in particular, and particularly will TFCRC shall (A) require that its employees, if any, identify themselves as employees of TFCRC when conducting business of TFCRC; (B) use its best efforts to avoid the appearance of that it is conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the its assets of the Seller are available to pay the creditors of Arcadia Financial TFC or the Parent or any Affiliate thereof. Without limiting the generality ; (C) maintain at all times stationary separate from that of the foregoing, any Affiliate; and (D) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTFCRC. (ii) The Seller TFCRC shall respond to any inquiries made directly to it with respect to ownership of a Receivable by stating that it is the owner of such contributed Receivable, and, if requested to do so, that the Trust Collateral Agent has been granted a security interest in such Receivable (iii) TFCRC shall compensate all employees, consultant and agent directly or indirectly through reimbursement of TFC, from TFCRC's bank accounts, for services provided to TFCRC by such employees, consultants and agents and, to the extent any employee, consultant or agent of TFCRC is also an employee, consultant or agent of TFC, allocate the compensation of such employee, consultant or agent between TFCRC and TFC on a basis which reflects the respective services rendered to TFCRC and TFC. (iv) TFCRC shall keep its assets and liabilities wholly separate from those of all other entities, including, but not limited to TFC and the Parent and the Affiliates thereof. TFCRC shall not commingle its funds or other assets with those of any of its Affiliates (other than in respect of items of payment or funds which may be commingled until deposit into the Collection Account in accordance with the Sale and Servicing Agreement), and not 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 depository accounts to which any such Affiliate is an account party, into which such Affiliate makes deposits or from which any such Affiliate has the power to make withdrawals, and not act as an agent or representative of any of its Affiliates in any capacity. (v) TFCRC shall not guarantee any obligation of any of its Affiliates nor have any of its obligations 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; (vi) TFCRC shall maintain corporate records and books of account separate from those of Arcadia Financial TFC or the Parent, and the other Affiliates thereof. (iiivii) The Seller TFCRC shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings . Meetings of the board Board of directors Directors of the Seller TFCRC shall be held not less frequently than three times one time per annum annum, and copies of the minutes of each such board meeting shall be delivered to Financial Security AGIC within two weeks 30 days of such meeting. (ivviii) The Seller TFCRC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings . Meetings of the shareholders of the Seller TFCRC shall be held not less frequently than one time per annum annum, and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security AGIC within two weeks 30 days of such authorization or meeting, as the case may be. (vix) Although the organizational TFCRC shall (A) pay its own incidental administrative costs and expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds, (B) allocate all other shared overhead expenses (including, without limitation, telephone and other utility charges, the services of shared employees, consultants and agent, and reasonable legal auditing expenses), and other items of cost and expense shared between TFCRC and any Affiliate thereof, on the basis of actual use to the extent practicable, and to the extent such allocation is not practicable, on a basis reasonably related to actual use or the value of services rendered. TFCRC shall not permit any of its Affiliates to pay the its operation expenses. (vix) The annual financial statements of the Seller TFCRC shall disclose the effects of the SellerTFCRC's transactions in accordance with generally accepted accounting principles GAAP and shall disclose that the assets of the Seller TFCRC are not available to pay creditors of Arcadia Financial TFC, the Parent or any other Affiliate thereof. Without limiting the foregoing, TFCRC shall prepare its financial statements separately from those of its Affiliates and ensure that any consolidated financial statement have notes to the effect that TFCRC is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders and to any of their respective creditors. (viixi) The resolutions, agreements and other instruments of the Seller TFCRC underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller TFCRC as official records of the Seller TFCRC, separately identified and held apart from the records of Arcadia Financial TFC and the Parent and each other Affiliate affiliate thereof. (viiixii) The Seller TFCRC shall maintain an arm'sat all times have at least two independent directors who satisfy the definition of Independent Director provided in its certificate of incorporation, and have at least one officer responsible for managing its day-length relationship with Arcadia Financial to-day business and manage such business by or under the other Affiliates thereof and will not hold itself out as being liable for the debts direction of Arcadia Financial or any Affiliate thereofits board of directors. (ixxiii) The Seller TFCRC shall keep take such actions as are necessary on its assets part to ensure that the facts and assumptions set forth in the non- consolidation opinion delivered by its liabilities wholly separate from those of counsel remain true and correct at all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentstimes.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely managers act independently and in its own name through its duly authorized officers interests, (ii) it shall at all times maintain at least two independent managers each of (x) whom is not currently and has not been during the five years preceding the date of this Loan Agreement an officer, director, manager or agents so as not to mislead others as to the identity employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) whom is not a current or former officer or employee of the Borrower and (z) whom is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits statutory trust actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for statutory trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose assets; provided, however, that the assets Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Loan Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Loan Documents may be paid by Medallion Funding; (c) The Borrower will not have any of its indebtedness guaranteed by Medallion Funding or any Affiliate of Medallion Funding. Furthermore, the Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate legal entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Loan Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsbe a wholly-owned subsidiary of Medallion Funding.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely managers act independently and in its own name through its duly authorized officers or agents so as not to mislead others as interests, (ii) it shall at all times maintain at least one independent manager reasonably acceptable to the identity Agent, (x) who is not currently and has not been during the five years preceding the date of this Agreement an officer, director, manager or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) who is not a current or former officer or employee of the Borrower and (z) who is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits statutory trust actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for statutory trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own fundsassets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Agreement and the other Loan Documents may be paid by Medallion Funding. (vic) The annual financial statements Borrower will not have any of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial its indebtedness guaranteed by Medallion Funding or any other Affiliate thereof. of Medallion Funding (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by Medallion Funding Guaranty). Furthermore, the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate legal entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsbe a wholly-owned subsidiary of Medallion Funding.

Special Purpose Entity. (ia) At all times during the term of the Loan, the Borrower shall remain a limited partnership, having as its only asset the Mortgaged Premises and Pad 5 owned by the Borrower. So long as the Indebtedness is outstanding and has not been indefeasibly repaid in full, the Borrower shall be and remain a “single purpose/single asset entity”. (b) The Seller Borrower shall conduct not change (or permit to be changed) the Borrower’s (1) name, (2) identity (including its trade name or names), (3) principal place of business solely set forth on the first page of this Agreement or, (4) the Borrower’s limited partnership structure to any other type of structure, without notifying the Administrative Agent of such change in its own name through its duly authorized officers or agents so as not to mislead others as writing at least thirty (30) days prior to the identity effective date of such change and, in the entity with which those others are concerned, and particularly will use its best efforts to avoid case of a change in the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, Borrower’s structure (including, without limitation, lettersa Delaware LLC Division), invoices, purchase orders, contracts, statements and loan applications, will be made solely in without first obtaining the name prior express written consent of the SellerAdministrative Agent. The Borrower shall execute and deliver to the Administrative Agent, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by the Administrative Agent to establish or maintain the validity, perfection and priority of the security [LOAN AGREEMENT] Voya Loan No. 30325 interest granted herein. At the request of the Administrative Agent, the Borrower shall execute a certificate in form satisfactory to the Administrative Agent listing the trade names under which the Borrower intends to operate the Mortgaged Premises, and representing and warranting that the Borrower does business under no other trade name with respect to the Mortgaged Premises. For the avoidance of doubt, the Borrower shall not be a corporation. (iic) The Seller shall maintain corporate records Borrower will continue to engage in the businesses now conducted by it as and books of account separate from those of Arcadia Financial to the extent the same are necessary for the ownership, maintenance, management and the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings operation of the board of directors Mortgaged Premises. The Borrower will qualify to do business and will remain in good standing under the laws of the Seller shall be held not less frequently than three times per annum jurisdiction as and copies to the extent the same are required for the ownership, maintenance, management and operation of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingMortgaged Premises. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereof. (ix) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Seller Transferor shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFCO or any other Affiliate thereof or that the assets of the Seller Transferor are available to pay the creditors of Arcadia Financial NAFCO or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerTransferor. (ii) The Seller Transferor shall maintain corporate records and books of account separate from those of Arcadia Financial NAFCO and the other Affiliates thereof. The Transferor's books and records shall clearly reflect the transfer of the Contracts to the Trust and the sale of the Securities each as a sale of the Transferor's interest in the Contracts (other than the Transferor Interest). The books and records of the Transferor will be maintained at the address designated herein for receipt of notices, unless the Transferor shall otherwise advise the parties hereto in writing. (iii) The Seller Transferor shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings approval of the board co-trustees or holders of directors beneficial ownership interests of the Seller shall be held not less frequently than three times per annum and copies Transferor, as the case may be. Meetings of the minutes holders of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings beneficial ownership interests of the shareholders of the Seller Transferor shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (viv) Although the organizational expenses of the Seller Transferor have been paid by Arcadia FinancialNAFCO, operating expenses and liabilities of the Seller Transferor shall be paid from its own funds. (viv) The annual financial statements of the Seller Transferor shall disclose the effects of the SellerTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Transferor are not available to pay creditors of Arcadia Financial NAFCO or any other Affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Transferor as official records of the Seller Transferor separately identified and held apart from the records of Arcadia Financial NAFCO and each other Affiliate thereof. (viiivii) The Seller Transferor shall maintain an arm's-length relationship with Arcadia Financial NAFCO and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFCO or any Affiliate thereof. (ixviii) The Seller Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFCO and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (i) The Seller Transferor shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFI or any other Affiliate thereof or that the assets of the Seller Transferor are available to pay the creditors of Arcadia Financial NAFI or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contractsReceivables, statements and loan applications, will be made solely in the name of the SellerTransferor. (ii) The Seller Transferor shall maintain corporate records and books of account separate from those of Arcadia Financial NAFI and the other Affiliates thereof. The Transferor's books and records shall clearly reflect the transfer of the Receivables to the Trust as a sale of the Transferor's interest in the Receivables. The books of account and records of the Transferor will be separate from those of NAFI and its Affiliates and will be maintained at the address designated herein for receipt of notices, unless the Transferor shall otherwise advise the parties hereto in writing with respect to such address. (iii) The Seller Transferor shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings approval of the board co-trustees or holders of directors beneficial ownership interests of the Seller shall be held not less frequently than three times per annum and copies Transferor, as the case may be. Meetings of the minutes holders of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings beneficial ownership interests of the shareholders of the Seller Transferor shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (viv) Although the organizational expenses of the Seller Transferor have been paid by Arcadia FinancialNAFI, operating expenses and liabilities of the Seller Transferor shall be paid from its own funds. (viv) The annual financial statements of the Seller Transferor shall disclose the effects of the SellerTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Transferor are not available to pay creditors of Arcadia Financial NAFI or any other Affiliate thereof. (viivi) The resolutions, agreements and other instruments of the Seller Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Transferor as official records of the Seller Transferor separately identified and held apart from the records of Arcadia Financial NAFI and each other Affiliate thereof. (viiivii) The Seller Transferor shall maintain an arm's-length relationship with Arcadia Financial NAFI and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFI or any Affiliate thereof. (ixviii) The Seller Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFI and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (i) The Seller ORFC shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and . It particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial OFL or any other Affiliate thereof or affiliate of OFL and to avoid the appearance that the assets of the Seller ORFC are available to pay the creditors of Arcadia Financial OFL or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerORFC. (ii) The Seller ORFC shall maintain corporate records and books of account separate from those of Arcadia Financial OFL and the other Affiliates affiliates thereof. ORFC's books and records shall clearly reflect the transfer of the Receivables to the Issuer. (iii) The Seller ORFC shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller ORFC shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller ORFC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller ORFC shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller ORFC have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller ORFC shall be paid from its own funds. If OFL transfers funds to ORFC which funds ORFC applies to the satisfaction of an obligation under the Transaction Documents, such transfer shall be characterized by ORFC and OFL as a loan recourse only to amounts available for payment to OFL pursuant to Section 2.08 of the Spread Account Agreement, shall be pursuant to documentation substantially in the form set forth as Exhibit C to the Servicing Agreement, and ORFC's obligation to OFL with respect to such loan shall be limited to the amounts so available; ORFC and OFL covenant and agree that any such available amounts shall be applied to the satisfaction of any amounts outstanding under any such loan, prior to distribution by ORFC on or in respect of the capital stock of ORFC. (vi) The annual financial statements of the Seller ORFC shall disclose the effects of the Seller's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller ORFC are not available to pay creditors of Arcadia Financial OFL or any other Affiliate thereofaffiliate of OFL. (vii) The resolutions, agreements and other instruments of the Seller ORFC underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller ORFC as official records of the Seller ORFC separately identified and held apart from the records of Arcadia Financial OFL and each other Affiliate thereofaffiliate of OFL. (viii) The Seller ORFC shall maintain an arm's-length relationship with Arcadia Financial OFL and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial OFL or any Affiliate thereofof OFL's affiliates. (ix) The Seller ORFC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, OFL and its affiliates. (x) The books and records of ORFC will be maintained at the National Servicing Center, 00000 Xxxx 00xx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx, unless it shall otherwise advise the parties hereto in writing. ORFC shall, upon the request of Financial Security, permit Financial Security or its authorized agents to Arcadia Financial inspect its books and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely managers act independently and in its own name through its duly authorized officers or agents so as not to mislead others as interests, (ii) it shall at all times maintain at least one independent managerIndependent Manager reasonably acceptable to the identity Agent, (x) who is not currently and has not been during the five years preceding the date of this Agreement an officer, director, manager or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) who is not a current or former officer or employee of the Borrower and (z) who is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits statutory trust actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for statutory trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own fundsassets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Agreement and the other Loan Documents may be paid by Medallion Funding. (vic) The annual financial statements Borrower will not have any of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial its indebtedness guaranteed by Medallion Funding or any other Affiliate thereof. of Medallion Funding (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by Medallion Funding Guaranty). Furthermore, the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate legal entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, be a wholly-owned subsidiary of Medallion Funding. (h) The Borrower shall maintain its charter documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its certificate of trust or trust agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Related Documents, including, without limitation, Section 5.02 of this Agreement; and (2) its trust agreement, at all times that this Agreement is in effect, provides for not less than five (5) days’ prior written notice to the Agent of the replacement or appointment of any manager that is to serve as an Independent Manager in accordance with Section 5.02(i). (i) The Borrower will notify the Agent in writing of (i) the decision to appoint a new Person as the “Independent Manager” of the Borrower for purposes of this Agreement, such notice (a) to be issued not less than five (5) days prior to the effective date of such appointment and (b) to contain a written certification of a Responsible Officer of the Borrower that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager,” and (ii) the removal of any Independent Manager of the Borrower, such notice (a) to be issued promptly, but in any event, not limited less than five (5) days prior to Arcadia Financial the appointment of a replacement Independent Manager and (b) to contain a written certification of a Responsible Officer of the other Affiliates thereof except, in each case, as contemplated by Borrower citing which clause of Section 5.26 permits the Transaction Documentsremoval of such Independent Director.

Special Purpose Entity. (i) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and . It particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Company or any other Affiliate affiliate thereof or and to avoid the appearance that the assets of the Seller are available to pay the creditors of Arcadia Financial the Company or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, communications of the Seller including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applicationsapplications of the Seller, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial the Company and the other Affiliates affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financialexpenses, operating expenses and liabilities of the Seller shall be paid from its the Seller's own funds. (viiv) The annual financial statements of the Seller shall disclose the effects of the Seller's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial the Company or any other Affiliate affiliate thereof. (viiv) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial the Company and each other Affiliate affiliate thereof. (viiivi) The Seller shall maintain an arm's-length relationship with Arcadia Financial the Company and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial the Company or any Affiliate thereofof its respective affiliates. (ixvii) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, the Company and its affiliates. (viii) The Seller shall obtain proper authorization from its board of directors and/or shareholders of all corporate action requiring such authorization. Meetings of the board of directors (or actions by written consent in lieu of meeting) of the Seller shall be held not less frequently than two times per annum and copies of the minutes of each such board meeting shall be delivered to Arcadia Financial FSA within two weeks of such meeting. (ix) At least one director of the Seller will not be a director, officer, employee or holder of 5% or more of the equity securities of the Company. (x) The Seller's funds and assets will not be commingled with those of the other Affiliates thereof exceptCompany. (xi) The books and records of the Seller will be maintained at the address designated herein for receipt of notices, unless it shall otherwise advise the parties hereto in each case, as contemplated by the Transaction Documentswriting.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Seller shall conduct its business solely directors and managers act independently and in its own name through its duly authorized officers interests, (ii) it shall at all times maintain at least two independent directors each of (x) whom is not currently and has not been during the five years preceding the date of this Loan Agreement an officer, director, manager or agents so as not to mislead others as to the identity employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by Medallion Funding or an Affiliate thereof), (y) whom is not a current or former officer or employee of the Borrower and (z) whom is not a manager of the Borrower or an Affiliate thereof, (iii) its assets are not commingled with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial Medallion Funding or any other Affiliate thereof or that the assets of the Seller are available to pay the creditors Borrower, (iv) its board of Arcadia Financial or any Affiliate thereof. Without limiting the generality managers duly authorizes all of the foregoingits corporate actions, all oral (v) it maintains separate and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) The Seller shall maintain corporate accurate records and books of account and such books and records are kept separate from those of Arcadia Financial Medallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the other Affiliates thereof. (iii) The Seller shall board of managers. Where necessary, the Borrower will obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingmanagers for business trust action. (ivb) The Seller shall obtain proper authorization from Borrower will pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Seller shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds. (vi) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose assets; provided, however, that the assets Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Loan Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and Loan Documents may be paid by Medallion Funding; (c) The Borrower will not have any of its indebtedness guaranteed by Medallion Funding or any Affiliate of Medallion Funding. Furthermore, the Borrower will not hold itself out out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of Arcadia Financial any Person and the Borrower will not engage in business transactions with any Affiliate of the Borrower, except on an arm’s-length basis. The Borrower will not hold Medallion Funding or any Affiliate thereofof the Borrower out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of Medallion Funding or any Affiliate of the Borrower to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (ixd) The Seller Borrower shall keep its own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Loan Agreement and the Loan Documents. (e) The Borrower shall be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding the Borrower’s status as a separate entity, shall conduct business in the Borrower’s own name, shall not identify itself or any of its liabilities wholly Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks. (f) The Borrower shall maintain the Borrower’s assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify the Borrower’s individual assets from those of any Affiliate or any other Person. (g) The Borrower shall, at all other entitiestimes, including, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsbe a wholly-owned subsidiary of Medallion Funding.

Special Purpose Entity. (i) The Seller Borrower shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial MCII Coaches or any other Affiliate thereof or that the assets of the Seller Borrower are available to pay the creditors of Arcadia Financial MCII Coaches or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerBorrower. (ii) The Seller Borrower shall maintain corporate records and books of account separate from those of Arcadia Financial the MCII Coaches and the other Affiliates thereof. The Borrower's books and records shall clearly reflect the transfer of the Receivables to SPARC or the Secondary Purchaser as a sale of the Borrower's interest on the Receivables. The books of account and corporate records of the Borrower will be separate from those of MCII Coaches and its Affiliates and will be maintained at the address designated herein for receipt of notices, unless the Borrower shall otherwise advise the parties hereto in writing. (iii) The Seller Borrower shall obtain proper authorization from its board of directors of all corporate action actions requiring such authorization, meetings . Meetings of the board of directors of the Seller shall will be held not less frequently than three times at least once per annum year and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller Borrower shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings . Meetings of the shareholders of the Seller Borrower shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller Borrower have been paid by Arcadia FinancialMCII Coaches, operating expenses and liabilities of the Seller Borrower shall be paid from its own funds. (vi) The annual financial statements of the Seller Borrower shall disclose the effects of the SellerBorrower's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Borrower are not available to pay creditors of Arcadia Financial MCII Coaches or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller Borrower underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Borrower as official records of the Seller Borrower separately identified and held apart from the records of Arcadia Financial MCII Coaches and each other Affiliate thereof. (viii) The Seller Borrower shall maintain an arm's-length relationship with Arcadia Financial MCII Coaches and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial MCII Coaches or any Affiliate thereof. (ix) The Seller Borrower shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial MCII Coaches and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (i) The Seller Transferor shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial NAFI or any other Affiliate thereof or that the assets of the Seller Transferor are available to pay the creditors of Arcadia Financial NAFI or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contractsReceivables, statements and loan applications, will be made solely in the name of the Seller. (ii) Transferor. The Seller Transferor shall maintain corporate records and books of account separate from those of Arcadia Financial NAFI and the other Affiliates thereof. (iii) . The Seller Transferor's books and records shall clearly reflect the transfer of the Receivables to the Trust as a sale of the Transferor's interest in the Receivables. The books of account and records of the Transferor will be separate from those of NAFI and its Affiliates and will be maintained at the address designated herein for receipt of notices, unless the Transferor shall otherwise advise the parties hereto in writing with respect to such address. The Transferor shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings approval of the board co-trustees or holders of directors beneficial ownership interests of the Seller shall be held not less frequently than three times per annum and copies Transferor, as the case may be. Meetings of the minutes holders of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings beneficial ownership interests of the shareholders of the Seller Transferor shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) . Although the organizational expenses of the Seller Transferor have been paid by Arcadia FinancialNAFI, operating expenses and liabilities of the Seller Transferor shall be paid from its own funds. (vi) . The annual financial statements of the Seller Transferor shall disclose the effects of the SellerTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller Transferor are not available to pay creditors of Arcadia Financial NAFI or any other Affiliate thereof. (vii) . The resolutions, agreements and other instruments of the Seller Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller Transferor as official records of the Seller Transferor separately identified and held apart from the records of Arcadia Financial NAFI and each other Affiliate thereof. (viii) . The Seller Transferor shall maintain an arm's-length relationship with Arcadia Financial NAFI and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial NAFI or any Affiliate thereof. (ix) . The Seller Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial NAFI and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsthereof.

Special Purpose Entity. (i) The Seller ARFC shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and . It particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial AFL or any other Affiliate thereof or affiliate of AFL and to avoid the appearance that the assets of the Seller ARFC are available to pay the creditors of Arcadia Financial AFL or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the SellerARFC. (ii) The Seller ARFC shall maintain corporate records and books of account separate from those of Arcadia Financial AFL and the other Affiliates affiliates thereof. ARFC's books and records shall clearly reflect the transfer of the Receivables to the Issuer. (iii) The Seller ARFC shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller ARFC shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller ARFC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller ARFC shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller ARFC have been paid by Arcadia FinancialAFL, operating expenses and liabilities of the Seller ARFC shall be paid from its own funds. If AFL transfers funds to ARFC which funds ARFC applies to the satisfaction of an obligation under the Transaction Documents, such transfer shall be characterized by ARFC and AFL as a loan recourse only to amounts available for payment to AFL pursuant to Section 2.08 of the Spread Account Agreement, shall be pursuant to documentation substantially in the form set forth as Exhibit C to the Sale and Servicing Agreement, and ARFC's obligation to AFL with respect to such loan shall be limited to the amounts so available; ARFC and AFL covenant and agree that any such available amounts shall be applied to the satisfaction of any amounts outstanding under any such loan, prior to distribution by ARFC on or in respect of the capital stock of ARFC. (vi) The annual financial statements of the Seller ARFC shall disclose the effects of the Seller's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller ARFC are not available to pay creditors of Arcadia Financial AFL or any other Affiliate thereofaffiliate of AFL. (vii) The resolutions, agreements and other instruments of the Seller ARFC underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller ARFC as official records of the Seller ARFC separately identified and held apart from the records of Arcadia Financial AFL and each other Affiliate thereofaffiliate of AFL. (viii) The Seller ARFC shall maintain an arm's-length relationship with Arcadia Financial AFL and the other Affiliates affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial AFL or any Affiliate thereofof AFL's affiliates. (ix) The Seller ARFC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, AFL and its affiliates. (x) The books and records of ARFC will be maintained at 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, unless it shall otherwise advise the parties hereto in writing. ARFC shall, upon the request of Financial Security, permit Financial Security or its authorized agents to Arcadia Financial inspect its books and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (i) The Seller Lessee is a Texas limited partnership of which PSC GP Corporation, a Delaware corporation, is the sole general partner, and PSC LLP Corporation, a Delaware corporation, is the sole limited partner. The Lessee shall conduct its business solely in its own name through its General Partner or its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others such persons are concerned, and particularly will shall use its best efforts to avoid the appearance of that it is conducting business on behalf of Arcadia Financial or any other Affiliate thereof or that the assets of the Seller Lessee are available to pay the creditors of Arcadia Financial Parent Guarantor or any Affiliate thereof. Without limiting the generality PSC GP Corporation and PSC LLP Corporation are wholly-owned Subsidiaries of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (ii) Parent Guarantor. The Seller Lessee shall maintain corporate partnership records and books of account separate from those of Arcadia Financial Parent Guarantor and the other Affiliates any Affiliate thereof. (iii) i. The Seller Lessee shall obtain proper authorization from its board of directors of for all corporate partnership action requiring such authorization, meetings of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered authorization pursuant to Financial Security within two weeks of such meetingApplicable Law. (iv) ii. The Seller Lessee shall obtain proper authorization from pay its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller have been paid by Arcadia Financial, own operating expenses and liabilities of the Seller shall be paid from its own funds. (vi) iii. The annual financial statements of the Seller Parent Guarantor shall disclose the effects of the Seller's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereofGAAP. (vii) iv. The resolutions, agreements and other instruments of the Seller Lessee underlying the transactions described in this Agreement and in the other Transaction Operative Documents shall be continuously maintained by the Seller Lessee as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereofLessee. (viii) v. The Seller Lessee shall maintain an arm's-length relationship with Arcadia Financial Parent Guarantor and the other Affiliates thereof its Affiliates, and will shall not hold itself out as being liable for the debts of Arcadia Financial Parent Guarantor or any Affiliate thereofof its Affiliates. (ix) vi. The Seller Lessee shall keep its assets and its liabilities wholly separate from those of all other entities. vii. The books and records of the Lessee shall be maintained at the address designated herein for receipt of notices, includingunless the Lessee shall otherwise advise the parties hereto in writing. viii. The Lessee shall not maintain bank accounts or other depository accounts to which any Affiliate is (other than the Lessee's general partner) an account party, but not limited to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.into which any Affiliate makes deposits or from which

Special Purpose Entity. (a) Borrower shall continue to be a Special Purpose Entity. (b) The limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that: (i) The Seller shall conduct upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (A) upon an assignment by Member of all of its business solely limited liability company interest in its own name through its duly authorized officers or agents so as not to mislead others as to Borrower and the identity admission of the entity transferee in accordance with which those others are concernedthe Loan Documents and the LLC Agreement, or (B) the resignation of Member and particularly will use its best efforts to avoid the appearance admission of conducting business on behalf an additional member of Arcadia Financial or Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any natural person duly designated under the applicable organizational documents shall, without any action of any other Affiliate thereof Person and simultaneously with the Member ceasing to be the member of Borrower be automatically be admitted to Borrower as a member with a 0% economic interest (“Special Member”) and shall continue Borrower without dissolution; (ii) Special Member may not resign from Borrower or transfer its rights as Special Member unless a successor Special Member has been admitted to Borrower as a Special Member in accordance with requirements of Delaware law; (iii) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of the first substitute member; (iv) Special Member shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of the assets of Borrower; (v) pursuant to the Seller are available to pay the creditors of Arcadia Financial or any Affiliate thereof. Without limiting the generality applicable provisions of the foregoinglimited liability company act of the State of Delaware (the “Act”), all oral Special Member shall not be required to make any capital contributions to Borrower and written communicationsshall not receive a limited liability company interest in Borrower; (vi) Special Member, in its capacity as Special Member, may not bind Borrower; (vii) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, including, without limitation, lettersthe merger, invoicesconsolidation or conversion of Borrower. In order to implement the admission to Borrower of Special Member, purchase ordersSpecial Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, contractsSpecial Member shall not be a member of Borrower; (viii) upon the occurrence of any event that causes the Member to cease to be a member of Borrower to the fullest extent permitted by law, statements and loan applicationsthe personal representative of Member shall, will be made solely in within ninety (90) days after the name occurrence of the Seller. event that terminated the continued membership of Member in Borrower agree in writing (iiA) The Seller shall maintain corporate records to continue Borrower and books of account separate from those of Arcadia Financial and (B) to the other Affiliates thereof. (iii) The Seller shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings admission of the board of directors of the Seller shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller shall obtain proper authorization from personal representative or its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization nominee or meetingdesignee, as the case may be. (v) Although the organizational expenses , as a substitute member of Borrower effective as of the Seller have been paid by Arcadia Financial, operating expenses and liabilities occurrence of the Seller shall be paid from its own funds. (vi) The annual financial statements event that terminated the continued membership of the Seller shall disclose the effects of the Seller's transactions Member in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial or any other Affiliate thereof. (vii) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof. (viii) The Seller shall maintain an arm's-length relationship with Arcadia Financial and the other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial or any Affiliate thereof.Borrower; (ix) The Seller any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall keep its assets not cause Member or Special Member to cease to be a member of Borrower and its liabilities wholly separate from those upon the occurrence of all other entitiessuch an event, includingthe business of Borrower shall continue without dissolution; and (x) each of Member and Special Member waives any right it might have to agree in writing to divide or dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, but not limited or the occurrence of an event that causes Member or Special Member to Arcadia Financial and the other Affiliates thereof except, in each case, as contemplated by the Transaction Documentscease to be a member of Borrower.

Special Purpose Entity. (ia) The Seller shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial or any other Affiliate affiliate thereof or that the assets of the Seller are available to pay the creditors of Arcadia Financial AFS or AmeriCredit Corp. or any Affiliate affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Seller. (iib) The Seller shall maintain corporate records and books of account separate from those of Arcadia Financial AFS and AmeriCredit Corp., and the other Affiliates affiliates thereof. The Seller's books and records shall clearly reflect the transfer of the Receivables to the Issuer. (iiic) The Seller shall obtain proper authorization from its board Board of directors Directors of all corporate action requiring such authorization, meetings of the board Board of directors Directors of the Seller shall be held not less frequently than three times one time per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meetingannum. (ivd) The Seller shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may beannum. (ve) Although the organizational expenses of the Seller have been paid by Arcadia FinancialAFS, the Seller shall pay its own operating expenses and liabilities of the Seller shall be paid from its own funds. (vif) The annual financial statements of the Seller shall disclose the effects of the Seller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller are not available to pay creditors of Arcadia Financial AmeriCredit Corp. or the AFS or any other Affiliate affiliate thereof. (viig) The resolutions, agreements and other instruments of the Seller underlying the transactions described in this the Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller Seller, separately identified and held apart from the records of Arcadia Financial AmeriCredit Corp. and AFS and each other Affiliate affiliate thereof. (viiih) The Seller shall maintain an arm's-length relationship with Arcadia Financial AmeriCredit Corp. and AFS and the other Affiliates thereof affiliates thereof, and will not hold itself out as being liable for the debts of Arcadia Financial AmeriCredit Corp. or AFS or any Affiliate affiliate thereof. (ixi) The Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial AmeriCredit Corp. and AFS and the other Affiliates thereof exceptaffiliates thereof. (j) The books and records of the Seller will be maintained at the address designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in each case, as contemplated by the Transaction Documentswriting.

Special Purpose Entity. (i) The Seller Such Class GP Certificateholder shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial the Trust, OFL, the Seller or any other Affiliate thereof of any of them or that that, except as expressly provided in the Transaction Documents, the assets of the Seller such Class GP Certificateholder are available to pay the creditors of Arcadia Financial OFL, the Seller or any Affiliate thereofof any of them. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Sellersuch Class GP Certificateholder. (ii) The Seller Such Class GP Certificateholder shall maintain corporate records and books of account separate from those of Arcadia Financial OFL, the Trust, the Seller and the other Affiliates thereofany Affiliate of any of them. (iii) The Seller Such Class GP Certificateholder shall obtain proper authorization from its board of directors of all corporate action requiring such authorization, meetings of the board of directors of the Seller such Class GP Certificateholder shall be held not less frequently than three times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of such meeting. (iv) The Seller Such Class GP Certificateholder shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Seller such Class GP Certificateholder shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. (v) Although the organizational expenses of the Seller such Class GP Certificateholder have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Seller such Class GP Certificateholder shall be paid from its own funds. (vi) The annual financial statements of the Seller such Class GP Certificateholder shall disclose the effects of the Sellersuch Class GP Certificateholder's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Seller such Class GP Certificateholder are not available except as expressly provided in the Transaction Agreements to pay creditors of Arcadia Financial OFL, the Seller or any other Affiliate thereofof either of them. (vii) The resolutions, agreements and other instruments of the Seller such Class GP Certificateholder underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Seller as official records of the Seller separately identified and held apart from the records of Arcadia Financial and each other Affiliate thereof.such Class (viii) The Seller Except as expressly provided in the Transaction Documents such Class GP Certificateholder shall maintain an arm's-length relationship with Arcadia Financial OFL, the Seller and the other Affiliates thereof any Affiliate of either of them and will not hold itself out as being liable for the debts of Arcadia Financial OFL, the Seller or any Affiliate thereofof either of them. (ix) The Seller Such Class GP Certificateholder shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to Arcadia Financial to, OFL, the Seller and the other Affiliates thereof any Affiliate of either of them except, in each case, as contemplated by the Transaction Documents.