Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. (i) 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, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia Financial, the Seller and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, Financial or any other Affiliates Affiliate thereof or that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, Financial or any other Affiliates 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 TrustSeller. (ii) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financial, Financial and the Seller and other Affiliates of any of themthereof. (iii) The Trust Seller shall obtain proper authorization from its equity owners board of directors of all trust 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 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. (ivv) Although the organizational expenses of the Trust Seller have been paid by Arcadia Financial, operating expenses and liabilities of the Trust Seller shall be paid from its own funds. (vvi) The annual financial statements of the Trust Seller shall disclose the effects of the TrustSeller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Seller are not available to pay creditors of Arcadia Financial, the Seller Financial or any other Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Seller as official records of the Trust Seller separately identified and held apart from the records of Arcadia Financial, the Seller Financial and each other Affiliate of any of themthereof. (viiviii) The Trust Seller shall maintain an arm's-length relationship with Arcadia Financial, Financial and the Seller and each Affiliate of any of them other Affiliates thereof and will not hold itself out as being liable for the debts of Arcadia Financial or any such PersonAffiliate thereof. (viiiix) The Trust Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, to Arcadia Financial, Financial and the Seller and each Affiliate of any of them other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (ia) The 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 name. (g) Except as provided in the Operative Agreements, the Trust shall pay its duly authorized officers own liabilities, indebtedness and operating expenses out of its own funds. (h) The Trust shall observe all formalities required by its organizational documents and the Delaware Trust Statute. (i) The Trust shall maintain an arm’s-length relationship with its affiliates, if any. (j) The Trust shall not guarantee or agents so 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 mislead others any entity, except as provided in the Operative Agreements and related documentation. (m) The Trust shall hold itself out as a separate entity. (n) The Trust shall 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 identity 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 ability to pay such debts as they mature. There is no contemplation of the entity with which those others are concernedcommencement of insolvency, and particularly will use its best efforts to avoid bankruptcy, liquidation or consolidation proceedings or the appearance appointment of conducting business on behalf a receiver, liquidator, conservator, trustee or similar official in respect of Arcadia Financial, the Seller, Trust or any other Affiliates thereof or that of its assets. (q) All the assets trust certificates of the Trust are available to pay owned by the creditors of Arcadia FinancialInitial Certificateholder. (r) So long as any Notes are outstanding, the SellerTrust shall not claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other Affiliates thereof. Without limiting than amounts properly withheld from such payments under the generality Code) or assert any claim against any present or former Noteholder by reason of the foregoingpayment of the taxes levied or assessed upon any part of the Trust Fund. (s) So long as any Notes are outstanding, all oral 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 encumbrance (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, mechanics’ liens and written communicationsother liens that arise by operation of law, including, without limitation, letters, invoices, purchase orders, contracts, statements in each case with respect to any Trust Fund and loan applications, will be made arising solely as a result of an action or omission of a mortgagor or as otherwise permitted in the name 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 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. (iiw) The Trust shall maintain trust records and books Other than with respect to the purchase by the Initial Certificateholder of account separate from those of Arcadia Financialthe Certificate (including any rights contained therein), the Seller and Affiliates of Trust is not engaged in any of thembusiness transactions with the Initial Certificateholder. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, OFL or any other Affiliates Affiliate thereof or that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, OFL or any other Affiliates 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 TrustSeller. (ii) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financial, OFL and the Seller and other Affiliates of any of themthereof. (iii) The Trust Seller shall obtain proper authorization from its equity owners board of directors of all trust 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 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. (ivv) Although the organizational expenses of the Trust Seller have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust Seller shall be paid from its own funds. (vvi) The annual financial statements of the Trust Seller shall disclose the effects of the TrustSeller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Seller are not available to pay creditors of Arcadia Financial, the Seller OFL or any other Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Seller as official records of the Trust Seller separately identified and held apart from the records of Arcadia Financial, the Seller OFL and each other Affiliate of any of themthereof. (viiviii) The Trust Seller shall maintain an arm's-length relationship with Arcadia Financial, OFL and the Seller and each Affiliate of any of them other Affiliates thereof and will not hold itself out as being liable for the debts of OFL or any such PersonAffiliate thereof. (viiiix) The Trust Seller 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 Seller and each Affiliate of any of them other Affiliates thereof except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) 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 FinancialAmeriCredit, the SellerCompany, AFS SenSub or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialAmeriCredit, the SellerCompany, AFS SenSub or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Trust shall be paid from its own fundsfunds or by AmeriCredit. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's ’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and each Affiliate of any of them. (vii) The Trust shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, the Seller Company, AFS SenSub and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

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 Trust 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, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia Financialgranting security interests in (x) the Devices, the Seller Related Customer Leases and Affiliates of any of them. its other assets in respect of which a security interest is required to be granted by it under the Transaction Documents and (y) any wireless mobile devices, related customer leases and any of its other 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 Trust shall obtain proper authorization from entering into and exercising its equity owners of all trust action requiring such authorization, rights and copies of each such authorization performing its obligations under (x) the Related Customer Leases and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust 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 Trust as official records of the Trust separately identified Transaction Documents and held apart from the records of Arcadia Financial, the Seller any Lessee Permitted Additional Tranche Transaction Document and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, conducting such other activities as it deems necessary or appropriate to carry out the Seller and each Affiliate of any of them and will not hold itself out primary activities described above or as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as otherwise contemplated by the Transaction DocumentsDocuments or any Lessee Permitted Additional Tranche Transaction Document.

Special Purpose Entity. (i) The Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Trust AFS SenSub are available to pay the creditors of Arcadia Financialthe Company, the Seller, AFS SenSub or AmeriCredit or any other Affiliates 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 TrustAFS SenSub. (ii) The Trust AFS SenSub shall maintain trust corporate records and books of account separate from those of Arcadia Financialthe Company, AFS SenSub, the Seller Trust and Affiliates of any of themAmeriCredit, and the affiliates thereof. (iii) The Trust AFS SenSub shall obtain proper authorization from its equity owners shareholders of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Trust AFS SenSub have been paid by Arcadia FinancialAmeriCredit, AFS SenSub shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vvi) The annual financial statements of the Trust AFS SenSub shall disclose the effects of the Trust's AFS SenSub’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust AFS SenSub are not available to pay creditors of Arcadia FinancialAmeriCredit, AFS SenSub, the Seller Trust or the Company or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust AFS SenSub underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust AFS SenSub as official records of the Trust AFS SenSub, separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Trust and the Company and each Affiliate of any of themthereof. (viiviii) The Trust AFS SenSub shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, the Seller Trust and each Affiliate of any of them the Company and the affiliates thereof, and will not hold itself out as being liable for the debts of AmeriCredit or the Company or any such Personaffiliate thereof. (viiiix) The Trust AFS SenSub shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, AmeriCredit, the Seller Trust and the Company and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) 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 FinancialOFL, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialOFL, the Seller, or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialOFL, the Seller Seller, each Class GP Certificateholder and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialOFL, the Seller Seller, either Class GP Certificateholder or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialOFL, the Seller Seller, each Class GP Certificateholder and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia FinancialOFL, the Seller Seller, each Class GP Certificateholder and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialOFL, the Seller Seller, each Class GP Certificateholder and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (ia) The Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, Paragon or any Affiliate thereof (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 Trustthan as expressly provided herein). (iib) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financial, the Seller Paragon and Affiliates of any of themAffiliate thereof. (iiic) The Trust Seller shall obtain proper authorization from its equity owners of for all trust corporate action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (ivd) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Seller shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (ve) The annual financial statements of the Trust Paragon shall disclose the effects of the Trust's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of themprinciples. (vif) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Agreement and in the other Transaction Related Documents shall be continuously maintained by the Trust Seller as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of themSeller. (viig) The Trust Seller shall maintain an arm's-length relationship with Arcadia FinancialParagon and its Affiliates, the Seller and each Affiliate of any of them and will shall not hold itself out as being liable for the debts of Paragon or any such Personof its Affiliates. (viiih) The Trust Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, entities other than as permitted by the Related Documents. (i) The books and records of the Seller and each 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 of is an account party, into which any of them exceptAffiliate makes deposits or from which any Affiliate has the power to make withdrawals, in each case, except as contemplated otherwise permitted by the Transaction 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 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 FinancialAmeriCredit, the SellerCompany, AFS Funding, Funding Trust or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialAmeriCredit, the SellerCompany, AFS Funding, Funding Trust or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Trust shall be paid from its own fundsfunds or by AmeriCredit. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's ’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them. (vii) The Trust shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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 Financialthe Trust, OFL, the Seller, Seller or any other Affiliates thereof Affiliate of any of them or that that, except as expressly provided in the Transaction Documents, the assets of the Trust such Class GP Certificateholder are available to pay the creditors of Arcadia FinancialOFL, the Seller, Seller or any other Affiliates thereofAffiliate of 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 Trustsuch Class GP Certificateholder. (ii) The Trust Such Class GP Certificateholder shall maintain trust corporate records and books of account separate from those of Arcadia FinancialOFL, the Trust, the Seller and Affiliates any Affiliate of any of them. (iii) The Trust Such Class GP Certificateholder shall obtain proper authorization from its equity owners board of directors of all trust corporate action requiring such authorization, meetings of the board of directors of 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) Such Class GP Certificateholder shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of such Class GP Certificateholder 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. (ivv) Although the organizational expenses of the Trust such Class GP Certificateholder have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust such Class GP Certificateholder shall be paid from its own funds. (vvi) The annual financial statements of the Trust such Class GP Certificateholder shall disclose the effects of the Trustsuch Class GP Certificateholder's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust such Class GP Certificateholder are not available except as expressly provided in the Transaction Agreements to pay creditors of Arcadia FinancialOFL, the Seller or any Affiliate of any either of them. (vivii) The resolutions, agreements and other instruments of the Trust such Class GP Certificateholder underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust such Class GP Certificateholder as official records of the Trust such Class GP Certificateholder separately identified and held apart from the records of Arcadia FinancialOFL, the Seller Seller, the Trust and each any Affiliate of any of them. (viiviii) The Trust Except as expressly provided in the Transaction Documents such Class GP Certificateholder shall maintain an arm's-length relationship with Arcadia FinancialOFL, the Seller and each any Affiliate of any either of them and will not hold itself out as being liable for the debts of OFL, the Seller or any such PersonAffiliate of either of them. (viiiix) The Trust 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 FinancialOFL, the Seller and each any Affiliate of any either of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. Seller shall (ia) The Trust own no assets, nor engage in any business, other than the assets and transactions specifically contemplated or 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 any third party, and shall conduct its business solely in its not acquire obligations or securities of the Seller’s Affiliates; (d) pay the Seller’s debts and liabilities only from the Seller’s own name through its duly authorized officers 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 agents so as not otherwise change the Seller’s organizational documents, or suffer same to mislead others as be amended, modified or otherwise changed, without the Buyer’s prior written consent; (g) maintain all of the Seller’s books, records, financial statements (except to the identity extent such financial statements are consolidated with those of the entity with which those others are concerned, its Affiliates) and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any 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 Trust. (ii) The Trust shall maintain trust records and books of account bank accounts separate from those of Arcadia Financialthe Seller’s Affiliates; (h) be, and at all times will hold itself out to the Seller 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 and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Seller’s size and character and in light of the Seller’s contemplated business operations; (j) not engage in or suffer any change of 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 of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller Affiliate or any Affiliate 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 of them. Affiliate or any other Person; (vim) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them not and will not hold itself out as being liable to be responsible for the debts or obligations of any such other Person. ; and (viiin) The Trust shall keep its assets and its liabilities wholly separate 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 those debts or the protection of all other entitiesdebtors generally with respect to the Seller; (ii) seek or consent to the appointment of a receiver, includingliquidator, but not limited toassignee, Arcadia Financialtrustee, sequestrator, custodian or any similar official for the Seller and each Affiliate or a substantial portion of the Seller’s Properties; or (iii) make any assignment for the benefit of them except, in each case, as contemplated by the Transaction DocumentsSeller’s creditors.

Special Purpose Entity. (i) The Trust 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 Financialthe Originator, the SellerServicer, or any other Affiliates Affiliate thereof or that the assets of the Trust Issuer are available to pay the creditors of Arcadia Financialthe Originator, the Seller, Servicer or any other Affiliates 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 TrustSeller. (ii) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financialthe Servicer, the Originator and the 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 any of themnotices, unless the Seller shall otherwise advise the parties hereto in writing. (iii) The Trust Seller shall obtain proper authorization from its equity owners members of all trust action actions requiring such authorization, and copies . The Seller shall obtain proper authorization from its members of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beall action requiring member approval. (iv) Although the organizational expenses of the Trust Seller have been paid by Arcadia Financialthe Originator, operating expenses and liabilities of the Trust Seller shall be paid from its own funds. (v) The annual financial statements of the Trust Seller shall disclose the effects of the Trust's Seller’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Seller are not available to pay creditors of Arcadia Financialthe Servicer, the Seller Originator or any Affiliate of any of themthereof. (vi) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Seller as official records of the Trust Seller separately identified and held apart from the records of Arcadia Financialthe Servicer, the Seller Originator and each Affiliate of any of themthereof. (vii) The Trust Seller shall maintain an arm'sarm’s-length relationship with Arcadia Financialthe Servicer, the Seller Originator and each Affiliate of any of them the Affiliates thereof and will not hold itself out as being liable for the debts of the Servicer, the Originator or any such PersonAffiliate thereof. (viii) The Trust 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 Financialto the Servicer, the Seller Originator and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsAffiliates thereof.

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 Trust 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 concerned, the Loan 156506983 Documents and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial, the SellerLLC Agreement, or (B) the resignation of Member and the admission of an additional member of 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 Affiliates 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 Trust are available applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special Member shall not be required to pay make any capital contributions to Borrower or such SPE Component Entity (as applicable) and shall 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 creditors of Arcadia FinancialAct, the SellerSpecial Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any other Affiliates thereof. Without limiting the generality of the foregoingmatter relating to, all oral and written communications, 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 Trust. event that terminated the continued membership of Member in Borrower or such SPE Component Entity 156506983 (iias applicable) The Trust shall maintain trust records agree in writing (A) to continue Borrower or such SPE Component Entity (as applicable) and books (B) to the admission of account separate from those of Arcadia Financialthe personal representative or its nominee or designee, the Seller and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be., as a substitute member of Borrower or such SPE Component Entity (as applicable) effective as of the occurrence of the event that terminated the continued membership of Member in Borrower or such SPE Component Entity (as applicable); (ivix) Although any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower or such SPE Component Entity (as applicable) and upon the organizational expenses occurrence of such an event, the Trust have been paid by Arcadia Financial, operating expenses and liabilities business of the Trust Borrower or such SPE Component Entity (as applicable) shall be paid from its own funds.continue without dissolution and (vx) The annual financial statements 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 Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of theman event that causes Member or Special Member to cease to be a member of Borrower or such SPE Component Entity (as applicable). (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The 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, the Seller, or any other Affiliates affiliate thereof or that the assets of the Funding Trust are available to pay the creditors of Arcadia Financialthe Company, the Seller, AFS Funding or AmeriCredit or any other Affiliates 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 Funding Trust. (ii) The Funding Trust shall maintain trust records and books of account separate from those of Arcadia Financialthe Company, AFS Funding, the Seller Trust and Affiliates of any of themAmeriCredit, and the affiliates thereof. (iii) The Funding Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Funding Trust have been paid by Arcadia FinancialAmeriCredit, Funding Trust shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vvi) The annual financial statements of the Funding Trust shall disclose the effects of the Funding Trust's ’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Funding Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust or the Company or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Funding Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Funding Trust as official records of the Trust Funding Trust, separately identified and held apart from the records of Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust and the Company and each Affiliate of any of themthereof. (viiviii) The Funding Trust shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust and each Affiliate of any of them the Company and the affiliates thereof, and will not hold itself out as being liable for the debts of AmeriCredit or the Company or any such Personaffiliate thereof. (viiiix) The Funding Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, AFS Funding, AmeriCredit, the Seller Trust and the Company and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents. (x) [Reserved].

Special Purpose Entity. (i) 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 FinancialAmeriCredit, the SellerCompany, AFS SenSub or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialAmeriCredit, the SellerCompany, AFS SenSub or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security Assured Guaranty within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Trust shall be paid from its own fundsfunds or by AmeriCredit. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's ’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and each Affiliate of any of them. (vii) The Trust shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, the Seller Company, AFS SenSub and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Underwriters, the Seller Company, AFS SenSub and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) 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 officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia FinancialNAFI, the Seller, Transferor or any other of their respective Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialNAFI, the Seller, Transferor or any other Affiliates 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialNAFI, the Seller and Affiliates of Transferor or any of themtheir respective Affiliates. The books and records of the Trust will be separate from those of NAFI, the Transferor and their respective Affiliates 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. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financialthe Seller, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialNAFI, the Seller Transferor or any Affiliate of any of themtheir respective Affiliates. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialNAFI, the Seller and each Affiliate of Transferor or any of themtheir respective Affiliates. (vii) The Trust shall maintain an arm's-length relationship with Arcadia FinancialNAFI, the Seller Transferor and each Affiliate of any of them their respective Affiliates and will not hold itself out as being liable for the debts of NAFI, the Transferor or any such Personof their respective Affiliates. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialto NAFI, the Seller Transferor and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentstheir respective Affiliates.

Special Purpose Entity. (i) The Trust 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 Financialthe Servicer, the Originator, the Seller or any other Affiliate thereof or that the assets of the Issuer are available to pay the creditors of the Servicer, the Originator, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any other Affiliates 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 TrustIssuer. (ii) The Trust Issuer shall maintain trust records and books of account separate from those of Arcadia Financialthe Servicer, the Originator, the Seller or any other Affiliate thereof. The books and Affiliates records of any the Issuer described in paragraph (iii) below will be maintained at the address designated herein for receipt of themnotices, unless the Issuer shall otherwise advise the parties hereto in writing. (iii) The Trust Issuer shall obtain proper authorization from its equity owners of all trust action requiring such authorizationauthorization pursuant to the Transaction Documents and the Statutory Trust Act, and copies of each such authorization and the minutes or other written summary of each such 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. (iv) Although the organizational expenses of the Trust Issuer have been paid by Arcadia Financialthe Originator, operating expenses and liabilities of the Trust Issuer shall be paid from its own funds. (v) The annual financial statements statements, if any, of the Trust Issuer shall disclose the effects of the Trust's Issuer’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Issuer are not available to pay creditors of Arcadia Financialthe Servicer, the Originator, the Seller or any Affiliate of any of themthereof. (vi) The resolutions, agreements and other instruments of the Trust Issuer underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Issuer as official records of the Trust Issuer separately identified and held apart from the records of Arcadia Financialthe Servicer, the Originator, the Seller and each Affiliate of or any of themother Affiliates thereof. (vii) The Trust Issuer shall maintain an arm'sarm’s-length relationship with Arcadia Financialthe Servicer, the Seller Originator, the Seller, and each Affiliate of any of them other Affiliates thereof and will not hold itself out as being liable for the debts of the Servicer, the Originator or any such Personother Affiliates thereof. (viii) The Trust 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 Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited toto the Servicer, Arcadia Financialthe Originator, the Seller and each Affiliate of or any of them except, in each case, as contemplated by the Transaction Documentsother Affiliates thereof.

Special Purpose Entity. (i) The Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Trust AFS SenSub are available to pay the creditors of Arcadia Financialthe Company, the Seller, AFS SenSub or AmeriCredit or any other Affiliates 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 TrustAFS SenSub. (ii) The Trust AFS SenSub shall maintain trust corporate records and books of account separate from those of Arcadia Financialthe Company, AFS SenSub, the Seller Trust and Affiliates of any of themAmeriCredit, and the affiliates thereof. (iii) The Trust AFS SenSub shall obtain proper authorization from its equity owners shareholders of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security Assured Guaranty within two weeks of such authorization or meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Trust AFS SenSub have been paid by Arcadia FinancialAmeriCredit, AFS SenSub shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vvi) The annual financial statements of the Trust AFS SenSub shall disclose the effects of the Trust's AFS SenSub’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust AFS SenSub are not available to pay creditors of Arcadia FinancialAmeriCredit, AFS SenSub, the Seller Trust or the Company or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust AFS SenSub underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust AFS SenSub as official records of the Trust AFS SenSub, separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Trust and the Company and each Affiliate of any of themthereof. (viiviii) The Trust AFS SenSub shall maintain an arm'sarm’s-length relationship with Arcadia FinancialAmeriCredit, the Seller Trust and each Affiliate of any of them the Company and the affiliates thereof, and will not hold itself out as being liable for the debts of AmeriCredit or the Company or any such Personaffiliate thereof. (viiiix) The Trust AFS SenSub shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Underwriters, AmeriCredit, the Seller Trust and the Company and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, NAFI or any other Affiliates Affiliate thereof or that the assets of the Trust Transferor are available to pay the creditors of Arcadia Financial, the Seller, NAFI or any other Affiliates 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 Trust. (ii) Transferor. The Trust Transferor shall maintain trust records and books of account separate from those of Arcadia FinancialNAFI and the 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 Seller and Affiliates of any of them. (iii) Transferor shall otherwise advise the parties hereto in writing with respect to such address. The Trust Transferor shall obtain proper authorization from its equity owners of all trust action requiring such authorizationapproval of the co-trustees or holders of beneficial ownership interests of the Transferor, as the case may be. Meetings of the holders of beneficial ownership interests of the Transferor 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 meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) . Although the organizational expenses of the Trust Transferor have been paid by Arcadia FinancialNAFI, operating expenses and liabilities of the Trust Transferor shall be paid from its own funds. (v) . The annual financial statements of the Trust Transferor shall disclose the effects of the TrustTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Transferor are not available to pay creditors of Arcadia Financial, the Seller NAFI or any Affiliate of any of them. (vi) thereof. The resolutions, agreements and other instruments of the Trust Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Transferor as official records of the Trust Transferor separately identified and held apart from the records of Arcadia Financial, the Seller NAFI and each Affiliate of any of them. (vii) thereof. The Trust Transferor shall maintain an arm's-length relationship with Arcadia Financial, NAFI and the Seller and each Affiliate of any of them Affiliates thereof and will not hold itself out as being liable for the debts of NAFI or any such Person. (viii) Affiliate thereof. The Trust Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to NAFI and the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsAffiliates thereof.

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 Trust 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 will use its best efforts (vi) shall pay to avoid the appearance of conducting business on behalf of Arcadia Financialany Affiliate that incurs costs for office space and administrative services that it uses, the Seller, amount of such costs allocable to its use of such office space and administrative services. (g) It has not owned and will not own any property or any other Affiliates thereof assets other than the Collateral and cash and interests in ▇▇▇▇▇▇ 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 Trust 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, the Seller, or any other Affiliates 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 Trustextent 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). (iik) The Trust It has not made and will not make any loans or advances (other than Eligible Assets) to any other Person, and shall maintain trust records and books of account separate from those of Arcadia Financial, the Seller and Affiliates not acquire obligations or securities of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller member or any Affiliate of any member or any other Person (other than in connection with the acquisition of themthe Eligible Assets) or expressly permitted by the Program Documents. (vil) The resolutionsIt 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, agreements that the foregoing shall not require any member, partner or shareholder of Seller to make any additional capital contributions to Seller. (m) 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 instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate assets with those of any of themits Affiliates or any other Person. (viio) The Trust shall It has maintained and will maintain an arm's-length relationship with Arcadia Financialits assets in such a manner that it will not be costly or difficult to segregate, the Seller and each Affiliate ascertain or identify its individual assets from those of any of them its Affiliates or any other Person. (p) It has not held and will not hold itself out as being liable to be responsible for the debts or obligations of any such other Person. (viiiq) The Trust It shall keep not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole 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 and 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 liabilities wholly separate from those property, or order the winding up or liquidation of all other entitiesits affairs, includingor make an assignment for the benefit of creditors, but not limited toor admit in writing its inability to pay its debts generally as they become due, Arcadia Financial, the Seller and each Affiliate or take any action in furtherance of any of them exceptthe foregoing. (r) It has no liabilities, in each casecontingent 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 ▇▇▇▇▇. (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 Trust Depositor 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 Seller, The Bear ▇▇▇▇▇▇▇ Companies Inc. or any other Affiliates affiliate thereof or and to avoid the appearance that the assets of the Trust The Bear ▇▇▇▇▇▇▇ Companies Inc. are available to pay the creditors of Arcadia Financial, the Seller, The Bear ▇▇▇▇▇▇▇ Companies Inc. or any other Affiliates affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, communications of the Depositor including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applicationsapplications of the Depositor, will be made solely in the name of the TrustDepositor. (ii) The Trust Depositor shall maintain trust corporate records and books of account separate from those of Arcadia Financial, The Bear ▇▇▇▇▇▇▇ Companies Inc. and the Seller and Affiliates of any of themother affiliates thereof. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financialexpenses, operating expenses and liabilities of the Trust Depositor shall be paid from its the Depositor's own funds. (viv) The annual financial statements of the Trust Depositor shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Depositor are not available to pay creditors of Arcadia Financial, the Seller The Bear ▇▇▇▇▇▇▇ Companies Inc. or any Affiliate of any of themaffiliate thereof. (viv) The resolutions, agreements and other instruments of the Trust Depositor underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Depositor as official records of the Trust Depositor separately identified and held apart from the records of Arcadia Financial, the Seller The Bear ▇▇▇▇▇▇▇ Companies Inc. and each Affiliate of any of themother affiliate thereof. (viivi) The Trust Depositor shall maintain an arm's-length relationship with Arcadia Financial, The Bear ▇▇▇▇▇▇▇ Companies Inc. and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of The Bear ▇▇▇▇▇▇▇ Companies Inc. or any such Personof its respective affiliates. (viiivii) The Trust Depositor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialThe Bear ▇▇▇▇▇▇▇ Companies Inc. and its affiliates. (viii) The Depositor 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 of the Depositor 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 FSA within two weeks of such meeting. (ix) At least one director of the Depositor will not be a director, officer, employee or holder of 10% or more of the Seller equity securities of The Bear ▇▇▇▇▇▇▇ Companies Inc. (x) The Depositor's funds and each Affiliate assets will not be commingled with those of any The Bear ▇▇▇▇▇▇▇ Companies Inc. (xi) The books and records of them exceptthe Depositor 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. (ia) The Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, Paragon or any Affiliate thereof (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 Trustthan as expressly provided herein). (iib) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financial, the Seller Paragon and Affiliates of any of themAffiliate thereof. (iiic) The Trust Seller shall obtain proper authorization from its equity owners of for all trust corporate action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (ivd) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Seller shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (ve) The annual financial statements of the Trust Paragon shall disclose the effects of the Trust's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of themprinciples. (vif) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Agreement and in the other Transaction Related Documents shall be continuously maintained by the Trust Seller as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of themSeller. (viig) The Trust Seller shall maintain an arm's-length relationship with Arcadia FinancialParagon and its Affiliates, the Seller and each Affiliate of any of them and will shall not hold itself out as being liable for the debts of Paragon or any such Personof its Affiliates. (viiih) The Trust Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, entities other than as permitted by the Related Documents. (i) The books and records of the Seller and each 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 of is an account party, into which any of them exceptAffiliate makes deposits or from which any Affiliate has the power to make withdrawals, in each case, except as contemplated otherwise permitted by the Transaction 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 Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the its assets of the Trust are available to pay the creditors of Arcadia Financial, TFC or the Seller, Parent or any other Affiliates 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 TrustTFCRC. (ii) The 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 shall maintain trust records and books of account separate from those of Arcadia Financial, the Seller and Affiliates of any of them.Collateral Agent has been granted a security interest in such Receivable (iii) The Trust TFCRC shall obtain proper authorization compensate all employees, consultant and agent directly or indirectly through reimbursement of TFC, from its equity owners 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 all trust action requiring such authorizationTFCRC is also an employee, and copies consultant or agent of each such authorization and TFC, allocate the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks compensation of such authorization employee, consultant or meeting as agent between TFCRC and TFC on a basis which reflects the case may berespective services rendered to TFCRC and TFC. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust TFCRC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to TFC and the Seller Parent and each Affiliate the Affiliates thereof. TFCRC shall not commingle its funds or other assets with those of any of them exceptits 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 TFC or the Parent, and the Affiliates thereof. (vii) TFCRC shall obtain proper authorization from its Board of Directors of all corporate action requiring such authorization. Meetings of the Board of Directors of TFCRC shall be held not less frequently than one time per annum, and copies of the minutes of each casesuch board meeting shall be delivered to AGIC within 30 days of such meeting. (viii) TFCRC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval. Meetings of the shareholders of TFCRC 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 AGIC within 30 days of such authorization or meeting, as contemplated the case may be. (ix) TFCRC shall (A) pay its own incidental administrative costs and expenses 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. (x) The annual financial statements of TFCRC shall disclose the effects of TFCRC's transactions in accordance with GAAP and shall disclose that the assets of TFCRC are not available to pay creditors of TFC, the Parent or any 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. (xi) The resolutions, agreements and other instruments of TFCRC underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by TFCRC as official records of TFCRC, separately identified and held apart from the Transaction Documentsrecords of TFC and the Parent and each affiliate thereof. (xii) TFCRC shall at 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-to-day business and manage such business by or under the direction of its board of directors. (xiii) TFCRC shall take such actions as are necessary on its part to ensure that the facts and assumptions set forth in the non- consolidation opinion delivered by its counsel remain true and correct at all times.

Special Purpose Entity. (i) The Trust 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, the Seller, OFL or any other Affiliates affiliate thereof or and to avoid the appearance that the assets of the Trust Issuer are available to pay the creditors of Arcadia Financial, the Seller, OFL or any other Affiliates 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 TrustIssuer. (ii) The Trust Issuer shall maintain trust 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 Seller transfer of the Receivables and Affiliates of any of themrelated Other Conveyed Property to the Issuer. (iii) The Trust Issuer shall obtain proper authorization from its equity owners Board of Directors of all trust corporate action requiring such authorization, meetings of the board of directors of the Issuer shall be held not less frequently than 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 Issuer shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of the Issuer 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. (ivv) Although the organizational expenses of the Trust Issuer have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust Issuer shall be paid from its own funds. (vvi) The annual financial statements of the Trust Issuer shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Issuer are not available to pay creditors of Arcadia Financial, the Seller OFL or any Affiliate of any of themaffiliate thereof. (vivii) The resolutions, agreements and other instruments of the Trust Issuer underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Issuer as official records of the Trust Issuer separately identified and held apart from the records of Arcadia Financial, the Seller OFL and each Affiliate of any of themaffiliate thereof. (viiviii) The Trust Issuer shall maintain an arm's-length relationship with Arcadia Financial, OFL and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of OFL or any such Personaffiliate thereof. (viiiix) The Trust Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialOFL and the affiliates thereof. (x) The books and records of the Issuer will be maintained at the National Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, unless it shall otherwise advise the Seller parties hereto in writing. The Issuer shall, upon the request of Financial Security, permit Financial Security or its authorized agents to inspect its books and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its statutory trust actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for statutory trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds.assets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by Medallion Funding; (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding. Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust shall keep its assets and its liabilities wholly separate from those Borrower shall, at all times, be a wholly-owned subsidiary of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsMedallion Funding.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its statutory trust actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for statutory trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust 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. (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. Medallion Funding (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding Guaranty). Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust shall keep its assets and its liabilities wholly separate from those Borrower shall, at all times, be a wholly-owned subsidiary of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsMedallion Funding.

Special Purpose Entity. (i) The Trust 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Trust Lessee are available to pay the creditors of Arcadia Financial, the Seller, Parent Guarantor or any other Affiliates 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 Trust. (ii) Parent Guarantor. The Trust Lessee shall maintain trust partnership records and books of account separate from those of Arcadia Financial, the Seller Parent Guarantor and Affiliates of any of themAffiliate thereof. (iii) i. The Trust Lessee shall obtain proper authorization from its equity owners of for all trust partnership action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered pursuant to Financial Security within two weeks of such authorization or meeting as the case may beApplicable Law. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financial, ii. The Lessee shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (v) iii. The annual financial statements of the Trust Parent Guarantor shall disclose the effects of the Trust's transactions contemplated hereby in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of themGAAP. (vi) iv. The resolutions, agreements and other instruments of the Trust Lessee underlying the transactions described in this Agreement and in the other Transaction Operative Documents shall be continuously maintained by the Trust Lessee as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of themLessee. (vii) v. The Trust Lessee shall maintain an arm's-length relationship with Arcadia FinancialParent Guarantor and its Affiliates, the Seller and each Affiliate of any of them and will shall not hold itself out as being liable for the debts of Parent Guarantor or any such Personof its Affiliates. (viii) vi. The Trust 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, the Seller and each into which any Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.makes deposits or from which

Special Purpose Entity. (i) The Trust 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, the Seller, NAFCO or any other Affiliates affiliate thereof or that the assets of the Trust Transferor are available to pay the creditors of Arcadia Financial, the Seller, NAFCO or any other Affiliates 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 TrustTransferor. (ii) The Trust Transferor shall maintain trust records and books of account separate from those of Arcadia FinancialNAFCO and the 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 Seller and Affiliates of any of themTransferor shall otherwise advise the parties hereto in writing. (iii) The Trust Transferor shall obtain proper authorization from its equity owners of all trust action requiring such authorizationapproval of the co-trustees or holders of beneficial ownership interests of the Transferor, as the case may be. Meetings of the holders of beneficial ownership interests of the Transferor 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 meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) Although the organizational expenses of the Trust Transferor have been paid by Arcadia FinancialNAFCO, operating expenses and liabilities of the Trust Transferor shall be paid from its own funds. (v) The annual financial statements of the Trust Transferor shall disclose the effects of the TrustTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Transferor are not available to pay creditors of Arcadia Financial, the Seller NAFCO or any Affiliate of any of themaffiliate thereof. (vi) The resolutions, agreements and other instruments of the Trust 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 Trust Transferor as official records of the Trust Transferor separately identified and held apart from the records of Arcadia Financial, the Seller NAFCO and each Affiliate of any of themaffiliate thereof. (vii) The Trust Transferor shall maintain an arm's-arm's- length relationship with Arcadia Financial, NAFCO and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of NAFCO or any such Personaffiliate thereof. (viii) The Trust Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to NAFCO and the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentsaffiliates thereof.

Special Purpose Entity. (ia) The Trust 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, the Seller, or any other Affiliates affiliate thereof or that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, AFS or AmeriCredit Corp. or any other Affiliates 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 TrustSeller. (iib) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia FinancialAFS and AmeriCredit Corp., and the Seller affiliates thereof. The Seller's books and Affiliates records shall clearly reflect the transfer of any of themthe Receivables to the Issuer. (iiic) The Trust Seller shall obtain proper authorization from its equity owners Board of Directors of all trust corporate action requiring such authorization, and copies meetings of each such authorization and the minutes or other written summary Board of each such meeting Directors of the Seller shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beheld not less frequently than one time per annum. (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. (e) Although the organizational expenses of the Trust Seller have been paid by Arcadia FinancialAFS, the Seller shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vf) The annual financial statements of the Trust Seller shall disclose the effects of the TrustSeller's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Seller are not available to pay creditors of Arcadia Financial, AmeriCredit Corp. or the Seller AFS or any Affiliate of any of themaffiliate thereof. (vig) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this the Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Seller as official records of the Trust Seller, separately identified and held apart from the records of Arcadia Financial, the Seller AmeriCredit Corp. and AFS and each Affiliate of any of themaffiliate thereof. (viih) The Trust Seller shall maintain an arm's-length relationship with Arcadia FinancialAmeriCredit Corp. and AFS and the affiliates thereof, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of AmeriCredit Corp. or AFS or any such Personaffiliate thereof. (viiii) The Trust Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to AmeriCredit Corp. and AFS and the affiliates thereof. (j) The books and records of the Seller and each Affiliate will be maintained at the address designated herein for receipt of any of them exceptnotices, unless the Seller shall otherwise advise the parties hereto in each case, as contemplated by the Transaction Documentswriting.

Special Purpose Entity. (i) The Trust 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 Financialthe Trust, OFL, the Seller, Seller or any other Affiliates thereof Affiliate of any of them or that that, except as expressly provided in the Transaction Documents, the assets of the Trust such Class GP Certificateholder are available to pay the creditors of Arcadia FinancialOFL, the Seller, Seller or any other Affiliates thereofAffiliate of 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 Trustsuch Class GP Certificateholder. (ii) The Trust Such Class GP Certificateholder shall maintain trust corporate records and books of account separate from those of Arcadia FinancialOFL, the Trust, the Seller and Affiliates any Affiliate of any of them. (iii) The Trust Such Class GP Certificateholder shall obtain proper authorization from its equity owners board of directors of all trust corporate action requiring such authorization, meetings of the board of directors of 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) Such Class GP Certificateholder shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of such Class GP Certificateholder 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. (ivv) Although the organizational expenses of the Trust such Class GP Certificateholder have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust such Class GP Certificateholder shall be paid from its own funds. (vvi) The annual financial statements of the Trust such Class GP Certificateholder shall disclose the effects of the Trustsuch Class GP Certificateholder's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust such Class GP Certificateholder are not available except as expressly provided in the Transaction Agreements to pay creditors of Arcadia FinancialOFL, the Seller or any Affiliate of any either of them. (vivii) The resolutions, agreements and other instruments of the Trust such Class GP Certificateholder underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them.such Class (viiviii) The Trust Except as expressly provided in the Transaction Documents such Class GP Certificateholder shall maintain an arm's-length relationship with Arcadia FinancialOFL, the Seller and each any Affiliate of any either of them and will not hold itself out as being liable for the debts of OFL, the Seller or any such PersonAffiliate of either of them. (viiiix) The Trust 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 FinancialOFL, the Seller and each any Affiliate of any either of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The 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, the Seller, or any other Affiliates Affiliate thereof or that the assets of the Funding Trust are available to pay the creditors of Arcadia Financialthe Company, the Seller, AFS Funding or AmeriCredit or any other Affiliates 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 Funding Trust. (ii) The Funding Trust shall maintain trust records and books of account separate from those of Arcadia Financialthe Company, AFS Funding, the Seller Trust and Affiliates of any of themAmeriCredit, and the affiliates thereof. (iii) The Funding Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) [Reserved]. (v) Although the organizational expenses of the Funding Trust have been paid by Arcadia FinancialAmeriCredit, Funding Trust shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vvi) The annual financial statements of the Funding Trust shall disclose the effects of the Funding Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Funding Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust or the Company or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Funding Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Funding Trust as official records of the Trust Funding Trust, separately identified and held apart from the records of Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust and the Company and each Affiliate of any of themthereof. (viiviii) The Funding Trust shall maintain an arm's-length relationship with Arcadia FinancialAmeriCredit, AFS Funding, the Seller Trust and each Affiliate of any of them the Company and the affiliates thereof, and will not hold itself out as being liable for the debts of AmeriCredit or the Company or any such Personaffiliate thereof. (viiiix) The Funding Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, AFS Funding, AmeriCredit, the Seller Trust and the Company and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

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 Trust 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, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any other Affiliates 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 TrustAdministrative 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 Trust shall maintain trust records Borrower will continue to engage in the businesses now conducted by it as and books of account separate from those of Arcadia Financialto the extent the same are necessary for the ownership, the Seller maintenance, management and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses operation of the Trust have been paid by Arcadia Financial, operating expenses Mortgaged Premises. The Borrower will qualify to do business and liabilities will remain in good standing under the laws of the Trust shall be paid from its own funds. (v) The annual financial statements jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of themMortgaged Premises. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, NAFCO or any other Affiliates Affiliate thereof or that the assets of the Trust Transferor are available to pay the creditors of Arcadia Financial, the Seller, NAFCO or any other Affiliates 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 TrustTransferor. (ii) The Trust Transferor shall maintain trust records and books of account separate from those of Arcadia FinancialNAFCO and the 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 Seller and Affiliates of any of themTransferor shall otherwise advise the parties hereto in writing. (iii) The Trust Transferor shall obtain proper authorization from its equity owners of all trust action requiring such authorizationapproval of the co-trustees or holders of beneficial ownership interests of the Transferor, as the case may be. Meetings of the holders of beneficial ownership interests of the Transferor 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 meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) Although the organizational expenses of the Trust Transferor have been paid by Arcadia FinancialNAFCO, operating expenses and liabilities of the Trust Transferor shall be paid from its own funds. (v) The annual financial statements of the Trust Transferor shall disclose the effects of the TrustTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Transferor are not available to pay creditors of Arcadia Financial, the Seller NAFCO or any Affiliate of any of themthereof. (vi) The resolutions, agreements and other instruments of the Trust Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Transferor as official records of the Trust Transferor separately identified and held apart from the records of Arcadia Financial, the Seller NAFCO and each Affiliate of any of themthereof. (vii) The Trust Transferor shall maintain an arm's-length relationship with Arcadia Financial, NAFCO and the Seller and each Affiliate of any of them Affiliates thereof and will not hold itself out as being liable for the debts of NAFCO or any such PersonAffiliate thereof. (viii) The Trust Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to NAFCO and the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsAffiliates thereof.

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 Trust 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 concerned, the Loan Documents and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financial, the SellerLLC Agreement, or (B) the resignation of Member and the admission of an additional member of 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 Affiliates 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 Trust are available applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special Member shall not be required to pay make any capital contributions to Borrower and shall 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 creditors of Arcadia FinancialAct, the SellerSpecial Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any other Affiliates thereof. Without limiting the generality of the foregoingmatter relating to, all oral and written communicationsBorrower, 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 Trust. event that terminated the continued membership of Member in Borrower agree in writing (iiA) The Trust shall maintain trust records to continue Borrower and books (B) to the admission of account separate from those of Arcadia Financialthe personal representative or its nominee or designee, the Seller and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be., as a substitute member of Borrower effective as of the occurrence of the event that terminated the continued membership of Member in Borrower; (ivix) Although any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower and upon the organizational expenses occurrence of such an event, the Trust have been paid by Arcadia Financial, operating expenses and liabilities business of the Trust Borrower shall be paid from its own funds.continue without dissolution; and (vx) The annual financial statements each of Member and Special Member waives any right it might have to agree in writing to divide or dissolve Borrower upon the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of theman event that causes Member or Special Member to cease to be a member of Borrower. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, OFL or any other Affiliates thereof or affiliate of OFL and to avoid the appearance that the assets of the Trust ORFC are available to pay the creditors of Arcadia Financial, the Seller, OFL or any other Affiliates 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 TrustORFC. (ii) The Trust ORFC shall maintain trust corporate records and books of account separate from those of Arcadia Financial, OFL and the Seller affiliates thereof. ORFC's books and Affiliates records shall clearly reflect the transfer of any of themthe Receivables to the Issuer. (iii) The Trust ORFC shall obtain proper authorization from its equity owners Board of Directors of all trust corporate action requiring such authorization, meetings of the board of directors of 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) ORFC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of ORFC 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. (ivv) Although the organizational expenses of the Trust ORFC have been paid by Arcadia FinancialOFL, operating expenses and liabilities of the Trust 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. (vvi) The annual financial statements of the Trust ORFC shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust ORFC are not available to pay creditors of Arcadia Financial, the Seller OFL or any Affiliate affiliate of any of themOFL. (vivii) The resolutions, agreements and other instruments of the Trust ORFC underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust ORFC as official records of the Trust ORFC separately identified and held apart from the records of Arcadia Financial, the Seller OFL and each Affiliate affiliate of any of themOFL. (viiviii) The Trust ORFC shall maintain an arm's-length relationship with Arcadia Financial, OFL and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of OFL or any such Personof OFL's affiliates. (viiiix) The Trust ORFC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialOFL and its affiliates. (x) The books and records of ORFC will be maintained at the National Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, unless it shall otherwise advise the Seller parties hereto in writing. ORFC shall, upon the request of Financial Security, permit Financial Security or its authorized agents to inspect its books and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (i) The Trust 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 Seller, Company or any other Affiliates affiliate thereof or and to avoid the appearance that the assets of the Trust Seller are available to pay the creditors of Arcadia Financial, the Seller, Company or any other Affiliates 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 TrustSeller. (ii) The Trust Seller shall maintain trust corporate records and books of account separate from those of Arcadia Financial, the Seller Company and Affiliates of any of themthe other affiliates thereof. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia Financialexpenses, operating expenses and liabilities of the Trust Seller shall be paid from its the Seller's own funds. (viv) The annual financial statements of the Trust Seller shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Seller are not available to pay creditors of Arcadia Financial, the Seller Company or any Affiliate of any of themaffiliate thereof. (viv) The resolutions, agreements and other instruments of the Trust Seller underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Seller as official records of the Trust Seller separately identified and held apart from the records of Arcadia Financial, the Seller Company and each Affiliate of any of themother affiliate thereof. (viivi) The Trust Seller shall maintain an arm's-length relationship with Arcadia Financial, the Seller Company and each Affiliate of any of them the affiliates thereof and will not hold itself out as being liable for the debts of the Company or any such Personof its respective affiliates. (viiivii) The Trust Seller shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, 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 Affiliate such board meeting shall be delivered to FSA within two weeks of any such meeting. (ix) At least one director of them exceptthe 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 Company. (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 Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its statutory trust actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for statutory trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust 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. (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. Medallion Funding (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding Guaranty). Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust Borrower shall, at all times, be a wholly-owned subsidiary of Medallion Funding. (h) The Borrower shall keep maintain its assets and charter documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its liabilities wholly separate from those certificate of all other entitiestrust 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, but 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 limited to, Arcadia Financial, less than five (5) days’ prior written notice to the Seller and each Affiliate 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 them except(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 each casethe definition herein of “Independent Manager,” and (ii) the removal of any Independent Manager of the Borrower, as contemplated by such notice (a) to be issued promptly, but in any event, not less than five (5) days prior to the Transaction Documentsappointment of a replacement Independent Manager and (b) to contain a written certification of a Responsible Officer of the Borrower citing which clause of Section 5.26 permits the removal of such Independent Director.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its corporate actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for business trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds.assets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by Medallion Funding; (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding. Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust shall keep its assets and its liabilities wholly separate from those Borrower shall, at all times, be a wholly-owned subsidiary of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsMedallion Funding.

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 Trust shall conduct its business solely owning, holding, selling, leasing, transferring, exchanging, operating and managing Borrower’s interest in its own name through its duly authorized officers or agents so as not to mislead others as to the identity Property, (ii) entering into the Loan, (iii) refinancing the Property in connection with a permitted repayment of the entity with which those others are concernedLoan, and particularly will use its best efforts (iv) transacting any and all lawful business that is incident, necessary and appropriate to avoid the appearance of conducting business on behalf of Arcadia Financial, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any other Affiliates thereof. Without limiting the generality of accomplish 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 Trust. (b) Borrower has never owned, does not own and will not own any asset or property other than (i) the Property and (ii) The Trust shall maintain trust records incidental personal property necessary for and books used in connection with the ownership or operation of account separate from those of Arcadia Financial, the Seller and Affiliates of any of themsame. (iiic) The Trust Borrower has never and shall obtain proper authorization from its equity owners not engage in a business other than the ownership, operation and management of all trust action requiring such authorization, the Property and copies of each such authorization and the minutes or any other property which is hereafter acquired by Borrower with Lender’s prior written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beconsent. (ivd) Although the organizational expenses of the Trust have been paid by Arcadia FinancialBorrower has not entered and will not enter into any contract or agreement with any Affiliate, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialGuarantor, the Seller or any Affiliate of Guarantor, provided, however, that Borrower may enter into contracts with Affiliates with Lender’s prior written consent so long as such contracts relate to the Property and provide for payments at prevailing market rates. Notwithstanding the foregoing, Borrower shall be permitted, among other uses and at Borrower’s election, to pay an Affiliate of Borrower or Guarantor a property management and an asset management fee (the “Affiliate Management Fee”), which Affiliate Management Fee may only be paid by Borrower (or any Affiliate thereof) to such Affiliate solely either (a) from additional equity (which equity shall be in excess of themthe Borrower Equity required to be contributed by Borrower on the Effective Date pursuant hereto) of Borrower, Guarantor 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, from Gross Income in the event Borrower receives a distribution of the same pursuant to such Section 10.1(e). (vie) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them Borrower has not incurred and will not hold itself out as being liable for the debts of incur any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entitiesindebtedness, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them exceptsecured or unsecured, in each case, as contemplated by the Transaction Documentsviolation of Section 8.

Special Purpose Entity. (i) 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 FinancialAmeriCredit, the SellerCompany, AFS Funding, Funding Trust or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialAmeriCredit, the SellerCompany, AFS Funding, Funding Trust or any 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 Trust. (ii) The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust have been paid by Arcadia FinancialAmeriCredit, operating expenses and liabilities of the Trust shall be paid from its own fundsfunds or by AmeriCredit. (v) The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia FinancialAmeriCredit, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialthe Representative, the Seller Company, AFS Funding, Funding Trust and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (ia) At all times during the term of the Loan, the Borrower shall remain a limited liability company, having as its only asset the Mortgaged Premises 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 Trust 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 liability company structure to any [LOAN AGREEMENT] Voya Loan No. 30340 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, the Seller, or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia Financial, the Seller, or any other Affiliates 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 TrustAdministrative 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 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 Trust shall maintain trust records Borrower will continue to engage in the businesses now conducted by it as and books of account separate from those of Arcadia Financialto the extent the same are necessary for the ownership, the Seller maintenance, management and Affiliates of any of them. (iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may be. (iv) Although the organizational expenses operation of the Trust have been paid by Arcadia Financial, operating expenses Mortgaged Premises. The Borrower will qualify to do business and liabilities will remain in good standing under the laws of the Trust shall be paid from its own funds. (v) The annual financial statements jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller or any Affiliate of any of themMortgaged Premises. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia Financial, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, MCII Coaches or any other Affiliates Affiliate thereof or that the assets of the Trust Borrower are available to pay the creditors of Arcadia Financial, the Seller, MCII Coaches or any other Affiliates 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 TrustBorrower. (ii) The Trust Borrower shall maintain trust corporate records and books of account separate from those of Arcadia Financialthe MCII Coaches and the 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 Seller and Affiliates of any of themBorrower shall otherwise advise the parties hereto in writing. (iii) The Trust Borrower shall obtain proper authorization from its equity owners board of directors of all trust action corporate actions requiring such authorization, . Meetings of the board of directors will be held at least once per 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 Borrower shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval. Meetings of the shareholders of the Borrower 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. (ivv) Although the organizational expenses of the Trust Borrower have been paid by Arcadia FinancialMCII Coaches, operating expenses and liabilities of the Trust Borrower shall be paid from its own funds. (vvi) The annual financial statements of the Trust Borrower shall disclose the effects of the TrustBorrower's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Borrower are not available to pay creditors of Arcadia Financial, the Seller MCII Coaches or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust Borrower underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Borrower as official records of the Trust Borrower separately identified and held apart from the records of Arcadia Financial, the Seller MCII Coaches and each Affiliate of any of themthereof. (viiviii) The Trust Borrower shall maintain an arm's-length relationship with Arcadia Financial, MCII Coaches and the Seller and each Affiliate of any of them Affiliates thereof and will not hold itself out as being liable for the debts of MCII Coaches or any such PersonAffiliate thereof. (viiiix) The Trust Borrower shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to MCII Coaches and the Seller and each Affiliate of any of them 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 Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its corporate actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for business trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust shall be paid (including, as applicable, shared personnel and overhead expenses) from its own funds.assets; provided, however, that the Borrower's organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by Medallion Funding; (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding. Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust shall keep its assets and its liabilities wholly separate from those Borrower shall, at all times, be a wholly-owned subsidiary of all other entities, including, but not limited to, Arcadia Financial, the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsMedallion Funding.

Special Purpose Entity. (a) The Borrower will at all times ensure that (i) The Trust 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, the Seller, Medallion Funding or any other Affiliates thereof or that the assets Affiliate of the Trust are available to pay the creditors Borrower, (iv) its board of Arcadia Financialmanagers duly authorizes all of its statutory trust actions, the Seller, or any other Affiliates thereof. Without limiting the generality of the foregoing, 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 Trust. (ii) The Trust shall maintain trust accurate records and books of account and such books and records are kept separate from those of Arcadia FinancialMedallion Funding and any other Affiliate of the Borrower, and (vi) it maintains minutes of the meetings and other proceedings of the members and the board of managers. Where necessary, the Seller and Affiliates of any of them. (iii) The Trust shall Borrower will obtain proper authorization from its equity owners of all managers for statutory trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beaction. (ivb) Although the organizational expenses of the Trust have been paid by Arcadia Financial, The Borrower will pay its operating expenses and liabilities of the Trust 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. (vc) The annual financial statements Borrower will not have any of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia Financial, the Seller its indebtedness guaranteed by Medallion Funding or any Affiliate of any of them. Medallion Funding (vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Agreement and except as provided in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialMedallion Funding Guaranty). Furthermore, the Seller and each Affiliate of any of them. (vii) The Trust shall maintain an arm's-length relationship with Arcadia Financial, the Seller and each Affiliate of any of them 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 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 of 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. (d) The Borrower shall 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 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. (viiig) The Trust Borrower shall, at all times, be a wholly-owned subsidiary of Medallion Funding. (h) The Borrower shall keep maintain its assets and charter documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its liabilities wholly separate from those certificate of all other entitiestrust 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, but 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 limited to, Arcadia Financial, less than five (5) days’ prior written notice to the Seller and each Affiliate 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 them except(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 each casethe definition herein of “Independent Manager,” and (ii) the removal of any Independent Manager of the Borrower, as contemplated by such notice (a) to be issued promptly, but in any event, not less than five (5) days prior to the Transaction Documentsappointment of a replacement Independent Manager and (b) to contain a written certification of a Responsible Officer of the Borrower citing which clause of Section 5.26 permits the removal of such Independent Director.

Special Purpose Entity. (ia) The Trust 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, the Seller, or any other Affiliates affiliate thereof or that the assets of the Trust ARC are available to pay the creditors of Arcadia Financial, the Seller, AmeriCredit or AmeriCredit Corp. or any other Affiliates 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 TrustARC. (iib) The Trust ARC shall maintain trust corporate records and books of account separate from those of Arcadia FinancialAmeriCredit and AmeriCredit Corp., and the Seller and Affiliates of any of themaffiliates thereof. (iiic) The Trust ARC shall obtain proper authorization from its equity owners Board of Directors of all trust corporate action requiring such authorization, and copies meetings of each such authorization and the minutes or other written summary Board of each such meeting Directors of ARC shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beheld not less frequently than one time per annum. (ivd) ARC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of ARC shall be held not less frequently than one time per annum. (e) Although the organizational expenses of the Trust ARC have been paid by Arcadia FinancialAmeriCredit, the Seller shall pay its own operating expenses and liabilities of the Trust shall be paid from its own funds. (vf) The annual financial statements of the Trust ARC shall disclose the effects of the TrustARC's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust ARC are not available to pay creditors of Arcadia FinancialAmeriCredit Corp., the Seller AmeriCredit or any Affiliate of any of themaffiliate thereof. (vig) The resolutions, agreements and other instruments of the Trust ARC underlying the transactions described in this the Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust ARC as official records of the Trust ARC, separately identified and held apart from the records of Arcadia Financial, the Seller AmeriCredit Corp. and AmeriCredit and each Affiliate of any of themaffiliate thereof. (viih) The Trust ARC shall maintain an arm's-length relationship with Arcadia FinancialAmeriCredit Corp. and AmeriCredit and the affiliates thereof, the Seller and each Affiliate of any of them and will not hold itself out as being liable for the debts of AmeriCredit Corp. or AmeriCredit or any such Personaffiliate thereof. (viiii) The Trust ARC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited toto AmeriCredit Corp., Arcadia FinancialAmeriCredit and the affiliates 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 Seller and each Affiliate of any of them except, parties hereto in each case, as contemplated by the Transaction Documentswriting.

Special Purpose Entity. (i) The Trust 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, the Seller, AFL or any other Affiliates affiliate thereof or and to avoid the appearance that the assets of the Trust Issuer are available to pay the creditors of Arcadia Financial, the Seller, AFL or any other Affiliates 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 TrustIssuer. (ii) The Trust Issuer shall maintain 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 Seller transfer of the Receivables and Affiliates of any of themrelated Other Conveyed Property to the Issuer. (iii) The Trust Issuer shall obtain proper authorization from its equity owners of all trust action requiring such authorization, authorization and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting as the case may beauthorization. (iv) Although the organizational expenses of the Trust Issuer have been paid by Arcadia FinancialAFL, operating expenses and liabilities of the Trust Issuer shall be paid from its own funds. (v) The annual financial statements of the Trust Issuer shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Issuer are not available to pay creditors of Arcadia Financial, the Seller AFL or any Affiliate of any of themaffiliate thereof. (vi) The resolutions, agreements and other instruments of the Trust Issuer underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Issuer as official records of the Trust Issuer separately identified and held apart from the records of Arcadia Financial, the Seller AFL and each Affiliate of any of themaffiliate thereof. (vii) The Trust Issuer shall maintain an arm's-length relationship with Arcadia Financial, AFL and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of AFL or any such Personaffiliate thereof. (viii) The Trust Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialAFL and the affiliates thereof. (ix) The books and records of the Issuer will be maintained at Wilmington Trust Company, ▇▇▇▇▇▇ Square North, 1100 North Market Street, Wilmington, Delaware, unless it shall otherwise advise the Seller parties hereto in writing. The Issuer shall, upon the request of Financial Security, permit Financial Security or its authorized agents to inspect its books and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (i) The Trust 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 particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia Financialthe Parent, the SellerTFC, TFCRC or any other Affiliates thereof or that the assets of the Trust Issuer are available to pay the creditors of Arcadia Financialthe Parent, the SellerTFC, TFCRC or any 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 TrustIssuer. (ii) The Trust Issuer shall maintain trust records and books of account separate from those of Arcadia Financialthe Parent, the Seller TFC, TFCRC and Affiliates of any of them. (iii) The Trust Issuer shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security AGIC within two weeks 30 days of such authorization or meeting as the case may be. (iv) Although the organizational expenses of the Trust Issuer have been paid by Arcadia FinancialTFC, operating expenses and liabilities of the Trust Issuer shall be paid from its own funds. (v) The annual financial statements of the Trust Issuer shall disclose the effects of the TrustIssuer's transactions in accordance with generally accepted accounting principles GAAP and shall disclose that the assets of the Trust Issuer are not available to pay creditors of Arcadia Financialthe Parent, the Seller TFC, TFCRC or any Affiliate of any of them. (vi) The resolutions, agreements and other instruments of the Trust Issuer underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Issuer as official records of the Trust Issuer separately identified and held apart from the records of Arcadia Financialthe Parent, the Seller TFC, TFCRC and each Affiliate of any of them. (vii) The Trust Issuer shall maintain an arm's-length relationship with Arcadia Financialthe Parent, the Seller TFC, TFCRC and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person. (viii) The Trust Issuer shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited toto the Parent, Arcadia FinancialTFC, the Seller TFCRC and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

Special Purpose Entity. (i) The Trust 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, the Seller, AFL or any other Affiliates thereof or affiliate of AFL and to avoid the appearance that the assets of the Trust ARFC are available to pay the creditors of Arcadia Financial, the Seller, AFL or any other Affiliates 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 TrustARFC. (ii) The Trust ARFC shall maintain trust corporate records and books of account separate from those of Arcadia Financial, AFL and the Seller affiliates thereof. ARFC's books and Affiliates records shall clearly reflect the transfer of any of themthe Receivables to the Issuer. (iii) The Trust ARFC shall obtain proper authorization from its equity owners Board of Directors of all trust corporate action requiring such authorization, meetings of the board of directors of 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) ARFC shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval, meetings of the shareholders of ARFC 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. (ivv) Although the organizational expenses of the Trust ARFC have been paid by Arcadia FinancialAFL, operating expenses and liabilities of the Trust 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. (vvi) The annual financial statements of the Trust ARFC shall disclose the effects of the Trust's its transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust ARFC are not available to pay creditors of Arcadia Financial, the Seller AFL or any Affiliate affiliate of any of themAFL. (vivii) The resolutions, agreements and other instruments of the Trust ARFC underlying the transactions described in this Agreement and in the other Transaction Documents shall be continuously maintained by the Trust ARFC as official records of the Trust ARFC separately identified and held apart from the records of Arcadia Financial, the Seller AFL and each Affiliate affiliate of any of themAFL. (viiviii) The Trust ARFC shall maintain an arm's-length relationship with Arcadia Financial, AFL and the Seller and each Affiliate of any of them affiliates thereof and will not hold itself out as being liable for the debts of AFL or any such Personof AFL's affiliates. (viiiix) The Trust ARFC shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia FinancialAFL and its affiliates. (x) The books and records of ARFC will be maintained at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, unless it shall otherwise advise the Seller parties hereto in writing. ARFC shall, upon the request of Financial Security, permit Financial Security or its authorized agents to inspect its books and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentsrecords.

Special Purpose Entity. (i) The Trust 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, the Seller, NAFI or any other Affiliates Affiliate thereof or that the assets of the Trust Transferor are available to pay the creditors of Arcadia Financial, the Seller, NAFI or any other Affiliates 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 TrustTransferor. (ii) The Trust Transferor shall maintain trust records and books of account separate from those of Arcadia FinancialNAFI and the 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 Seller and Affiliates of any of themTransferor shall otherwise advise the parties hereto in writing with respect to such address. (iii) The Trust Transferor shall obtain proper authorization from its equity owners of all trust action requiring such authorizationapproval of the co-trustees or holders of beneficial ownership interests of the Transferor, as the case may be. Meetings of the holders of beneficial ownership interests of the Transferor 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 meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) Although the organizational expenses of the Trust Transferor have been paid by Arcadia FinancialNAFI, operating expenses and liabilities of the Trust Transferor shall be paid from its own funds. (v) The annual financial statements of the Trust Transferor shall disclose the effects of the TrustTransferor's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Transferor are not available to pay creditors of Arcadia Financial, the Seller NAFI or any Affiliate of any of themthereof. (vi) The resolutions, agreements and other instruments of the Trust Transferor underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Transferor as official records of the Trust Transferor separately identified and held apart from the records of Arcadia Financial, the Seller NAFI and each Affiliate of any of themthereof. (vii) The Trust Transferor shall maintain an arm's-length relationship with Arcadia Financial, NAFI and the Seller and each Affiliate of any of them Affiliates thereof and will not hold itself out as being liable for the debts of NAFI or any such PersonAffiliate thereof. (viii) The Trust Transferor shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to NAFI and the Seller and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsAffiliates thereof.

Special Purpose Entity. (i) The Trust 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 Seller, Servicer or any other Affiliates Affiliate thereof or that the assets of the Trust Company are available to pay the creditors of Arcadia Financial, the Seller, Servicer or any other Affiliates 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 TrustCompany. (ii) The Trust Company shall maintain trust corporate records and books of account separate from those of Arcadia Financialthe Servicer and the 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 Seller and Affiliates of any of themCompany shall otherwise advise the parties hereto in writing. (iii) The Trust Company shall obtain proper authorization from its equity owners board of managers of all trust action company actions requiring such authorization, . Meetings of the board of managers will be held at least once per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within 30 days of such meeting. (iv) The Company shall obtain proper authorization from its members of all company action requiring member approval. Meetings of the members of the Company 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 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 meeting, as the case may be. (ivv) Although the organizational expenses of the Trust Company have been paid by Arcadia Financialthe Servicer, operating expenses and liabilities of the Trust Company shall be paid from its own funds. (vvi) The annual financial statements of the Trust Financial Pacific Company shall disclose the effects of the TrustCompany's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust Company are not available to pay creditors of Arcadia Financial, the Seller Servicer or any Affiliate of any of themthereof. (vivii) The resolutions, agreements and other instruments of the Trust Company underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust Company as official records of the Trust Company separately identified and held apart from the records of Arcadia Financial, the Seller Servicer and each Affiliate of any of themthereof. (viiviii) The Trust Company shall maintain an arm's-length relationship with Arcadia Financial, the Seller Servicer and each Affiliate of any of them the Affiliates thereof and will not hold itself out as being liable for the debts of the Servicer or any such PersonAffiliate thereof. (viiiix) The Trust Company shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financial, to the Seller Servicer and each Affiliate of any of them except, in each case, as contemplated by the Transaction DocumentsAffiliates thereof.

Special Purpose Entity. (i) 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 officers are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Arcadia FinancialNAFI, the Seller, Transferor or any other of their respective Affiliates thereof or that the assets of the Trust are available to pay the creditors of Arcadia FinancialNAFI, the Seller, Transferor or any other Affiliates 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 Trust. (ii) . The Trust shall maintain trust records and books of account separate from those of Arcadia FinancialNAFI, the Seller and Affiliates of Transferor or any of them. (iii) their respective Affiliates. The books and records of the Trust will be separate from those of NAFI, the Transferor and their respective Affiliates 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 Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Financial Security within two weeks of such authorization or meeting meeting, as the case may be. (iv) . Although the organizational expenses of the Trust have been paid by Arcadia Financialthe Seller, operating expenses and liabilities of the Trust shall be paid from its own funds. (v) . The annual financial statements of the Trust shall disclose the effects of the Trust's transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of Arcadia FinancialNAFI, the Seller Transferor or any Affiliate of any of them. (vi) their respective Affiliates. The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of Arcadia FinancialNAFI, the Seller and each Affiliate of Transferor or any of them. (vii) their respective Affiliates. The Trust shall maintain an arm's-length relationship with Arcadia FinancialNAFI, the Seller Transferor and each Affiliate of any of them their respective Affiliates and will not hold itself out as being liable for the debts of NAFI, the Transferor or any such Person. (viii) of their respective Affiliates. The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, Arcadia Financialto NAFI, the Seller Transferor and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documentstheir respective Affiliates.