Common use of Separate Corporate Existence Clause in Contracts

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates. (iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Each Transferor that is a securitization special purpose entity shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided in this Agreement, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate company use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that such Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholdersmembers’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, “Independent Director” shall mean any member of the board of directors of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (ix) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller such Transferor (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Sellersuch Transferor) and shall not be dictated by an Affiliate of the Sellersuch Transferor. (viix) Act solely in its own corporate company name and through its own authorized officers and agents, and no Affiliate of the Seller such Transferor shall be appointed to act as its agent, except as expressly contemplated by this Agreementagent of such Transferor. The Seller Such Transferor shall at all times use its own stationerystationery and business forms and describe itself as a separate legal entity. (viiixi) Ensure Other than as provided in the relevant Revolving Credit Agreement, ensure that no Affiliate of the Seller such Transferor shall advance funds or loan money to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Documentsuch Transferor, and no Affiliate of the Seller such Transferor will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2)such Transferor. (ixxii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by itit using its own funds. (xxiii) Not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of any obligation of any Affiliate of its Affiliatessuch Transferor nor shall such Transferor make any loans to any Person. (xixiv) Ensure that any financial reports required of the Seller such Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its AffiliatesAffiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between such Transferor and such Affiliate and also state that the assets of such Transferor are not available to pay creditors of the Affiliate. (xiixv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents formation and this Agreementits limited liability company agreement or in its certificate of incorporation and bylaws. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Each of the Seller shalland AFC hereby acknowledges that the Purchasers, the Agent and the Purchaser Agents are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from AFC. Therefore, from and after the date hereof, the Seller and AFC shall take all reasonable steps to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of AFC, the Originator and any other Person, and is not a division of AFC or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in paragraph (a) of this Exhibit IV, the Seller and AFC shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencearticles of incorporation to purchasing Receivables from the Originator, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain its own deposit account Not less than one member of Seller’s Board of Directors (the “Independent Directors”) shall be individuals who are not direct, indirect or accountsbeneficial stockholders, separate from those officers, directors, employees, affiliates, associates, customers or suppliers of the Originator or any of its Affiliates, with commercial banking institutions. The Seller’s Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors’ fiduciary duty shall be to the Seller (and creditors) and not to the Seller’s shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this clause (ii) or any individual who has any other type of professional relationship with the Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller’s own bank accounts for services provided to the Seller except as provided herein in respect of the Servicing Fee. The Seller will engage no agents other than a Servicer for the Receivables, which Servicer will be fully compensated for its services to the Seller by payment of the Servicing Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originator or any Affiliate thereof which are not reflected in the Servicing Fee. To the extent, if any, that the Seller and the Originator or any Affiliate thereof share items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Originator shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller’s operating expenses will not be paid by Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own separate mailing address and stationery; (viii) The Seller’s books and records will be maintained separately from those of the Originator or any Affiliate thereof; (ix) Any financial statements of the Originator or KAR which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller’s accounts receivable; (x) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its dealings with the Originator and any Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of the Originator or any Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which the Originator or any Affiliate thereof (other than AFC in its capacity as Servicer) has independent access and shall not pool any of its Affiliates.the Seller’s funds at any time with any funds of the Originator or any Affiliate thereof; (iiixii) To The Seller shall pay to the extent that Originator the Seller contracts or does business with vendors or service providers where marginal increase (or, in the goods and services provided are partially for the benefit absence of any other Personsuch increase, the costs incurred in so doing shall be fairly allocated market amount of its portion) of the premium payable with respect to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between any insurance policy that covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of amounts payable due to occurrences or events related to the Originator or any of its Affiliates. Affiliate thereof (xi) Ensure that any financial reports required of other than the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement.Seller); and (xiii) Take such action The Seller will maintain arm’s length relationships with the Originator and any Affiliate thereof. The Originator or any Affiliate thereof that renders or otherwise furnishes services to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent will be compensated by the actions contemplated by the Transaction Documents; (B) Seller at market rates for such services. Neither the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms' length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ', trustees' and directors’ ' meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for any use other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, and the funds of the Seller shall not be commingled with those of any of its Affiliates. (iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDCSchein, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDCSchein; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDCSchein; (E) each of ABDC Schein and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate company use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that such Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholdersmembers’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, “Independent Director” shall mean any member of the board of directors of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (ix) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller such Transferor (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Sellersuch Transferor) and shall not be dictated by an Affiliate of the Sellersuch Transferor. (viix) Act solely in its own corporate company name and through its own authorized officers and agents, and no Affiliate of the Seller such Transferor shall be appointed to act as its agent, except as expressly contemplated by this Agreementagent of such Transferor. The Seller Such Transferor shall at all times use its own stationerystationery and business forms and describe itself as a separate legal entity. (viiixi) Ensure Other than as provided in the relevant Revolving Credit Agreement, ensure that no Affiliate of the Seller such Transferor shall advance funds or loan money to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Documentsuch Transferor, and no Affiliate of the Seller such Transferor will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2)such Transferor. (ixxii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by itit using its own funds. (xxiii) Not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of any obligation of any Affiliate of its Affiliatessuch Transferor nor shall such Transferor make any loans to any Person. (xixiv) Ensure that any financial reports required of the Seller such Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its AffiliatesAffiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between such Transferor and such Affiliate and also state that the assets of such Transferor are not available to pay creditors of the Affiliate. (xiixv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents formation and this Agreementits limited liability company agreement or in its certificate of incorporation and bylaws. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate company use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’sarm's-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that such Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ members' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director board of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller directors shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, "Independent Director" shall mean any member of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price board of Receivables or (ii) as directors of such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any guarantyAffiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use uses of the Seller andSeller. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ , and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "non-substantive consolidation" opinion of incorporation▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP delivered on the Transaction Documents and this AgreementClosing Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis. (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall:: ---------------------------- (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than corporate uses of Seller. (ii) Ensure that, to the corporate use of extent that it shares the Seller and, except same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions (other than this Agreement and the Receivables Purchase Agreement) between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis. (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Each of the Seller shalland AFC hereby acknowledges that the Purchasers, the Insurer, the Agent and the Purchaser Agents are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from AFC. Therefore, from and after the date hereof, the Seller and AFC shall take all reasonable steps to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of AFC, the Originator and any other Person, and is not a division of AFC or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in paragraph (a) of this Exhibit IV, the Seller and AFC shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencearticles of incorporation to purchasing Receivables from the Originator, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain its own deposit account Not less than one member of Seller’s Board of Directors (the “Independent Directors”) shall be individuals who are not direct, indirect or accountsbeneficial stockholders, separate from those officers, directors, employees, affiliates, associates, customers or suppliers of the Originator or any of its Affiliates, with commercial banking institutions. The Seller’s Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors’ fiduciary duty shall be to the Seller (and creditors) and not to the Seller’s shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this clause (ii) or any individual who has any other type of professional relationship with the Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller’s own bank accounts for services provided to the Seller except as provided herein in respect of the Servicing Fee. The Seller will engage no agents other than a Servicer for the Receivables, which Servicer will be fully compensated for its services to the Seller by payment of the Servicing Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originator or any Affiliate thereof which are not reflected in the Servicing Fee. To the extent, if any, that the Seller and the Originator or any Affiliate thereof share items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Originator shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller’s operating expenses will not be paid by Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own separate mailing address and stationery; (viii) The Seller’s books and records will be maintained separately from those of the Originator or any Affiliate thereof; (ix) Any financial statements of the Originator or ADESA which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller’s accounts receivable; (x) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its dealings with the Originator and any Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of the Originator or any Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which the Originator or any Affiliate thereof (other than AFC in its capacity as Servicer) has independent access and shall not pool any of its Affiliates.the Seller’s funds at any time with any funds of the Originator or any Affiliate thereof; (iiixii) To The Seller shall pay to the extent that Originator the Seller contracts or does business with vendors or service providers where marginal increase (or, in the goods and services provided are partially for the benefit absence of any other Personsuch increase, the costs incurred in so doing shall be fairly allocated market amount of its portion) of the premium payable with respect to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between any insurance policy that covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of amounts payable due to occurrences or events related to the Originator or any of its Affiliates. Affiliate thereof (xi) Ensure that any financial reports required of other than the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement.Seller); and (xiii) Take such action The Seller will maintain arm’s length relationships with the Originator and any Affiliate thereof. The Originator or any Affiliate thereof that renders or otherwise furnishes services to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent will be compensated by the actions contemplated by the Transaction Documents; (B) Seller at market rates for such services. Neither the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable; (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis.; (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; and (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable; (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each 90 (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis.; (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; and (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially reasonable efforts to ensure that the funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor and that, except as may be expressly permitted contemplated by this Agreement, the Section 6.02(b) such funds of the Seller shall will not be commingled with those the funds of any Seller or any Subsidiary or Affiliate of the Sellers; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All ; (iv) Enter into all material transactions between the Seller Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s-arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and any Affiliates of the Sellers. To the extent that the Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (vvi) Issue separate unaudited financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP consistently applied; (vii) Conduct its affairs strictly in accordance with its certificate articles of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate liabilities of the Seller will otherwise supply funds to, Sellers or guaranty debts of, the Seller; provided that an any Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).thereof; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to the Transferor and (y) comply with those procedures described in such provisions which are applicable to the Transferor; (x) Not enter into any guarantyTake such actions as are necessary to ensure that not less than one member of Transferor’s Board of Directors shall be an individual who (1) is not, and never has been, a direct, indirect or otherwise become liablebeneficial stockholder, with respect to any obligation officer, director, employee, affiliate, associate, material supplier or material customer of the Collection Agent or any of its Affiliates., and (2) has experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceeding against it or before it could file a petition seeking relief under any applicable federal or state law relating to bankruptcy or insolvency, and (3) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities (each, an the “Independent Director”). The certificate of incorporation of the Transferor shall provide that (i) at least one member of the Transferor’s Board of Directors shall be an Independent Director, (ii) at any time while this Agreement remains in effect or any Aggregate Unpaids remain outstanding, no Person shall be appointed as a replacement Independent Director without at least 10 days’ prior written notice of the proposed replacement having been given to the Administrative Agent and the Administrative Agent having confirmed in writing that the proposed replacement conforms, in the reasonable judgment of the Administrative Agent, to the criteria set forth above in the definition of “Independent Director,” (iii) the Transferor’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Transferor unless a unanimous vote of the Transferor’s Board of Directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iv) the provisions requiring an Independent Director and the provision described in clauses (i)-(iii) of this paragraph cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of time serve as a trustee in bankruptcy for the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, financial reports and corporate records of the Transaction Documents Transferor will be maintained separately from those of TriMas Corp., TriMas LLC and this Agreement.each other Affiliate of the Transferor; (xiii) Take such action actions as are necessary to ensure that: that any financial statements of TriMas Corp. or Affiliate thereof which are consolidated to include the Transferor will contain detailed notes clearly stating that (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor’s assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Transferor’s assets prior to any value in the Transferor becoming available to the Transferor’s equity holders; and reasonably expects the accounting records and the published financial statements of the Sellers will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to survive the Transferor; (xiv) Take such actions as are necessary to ensure that the Transferor’s assets will be maintained in a stand-alone entitymanner that facilitates their identification and segregation from those of TriMas Corp., independent the Sellers and other Affiliates of financial assistance TriMas Corp.; (xv) Take such actions as are necessary to ensure that no Affiliates of the Transferor shall, directly or indirectly, name the Transferor or enter into any agreement to name the Transferor a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any entity not contemplated by the Transaction Documentssuch Affiliate; and (Cxvi) the Seller shall at all times have its own telephone number separate from Take such actions as are necessary to ensure that of ABDC; (D) neither the assets nor the creditworthiness no Affiliate of the Seller is held Transferor will be, nor will hold itself out as being available to be, responsible for the payment debts of the Transferor or the decisions or actions in respect of the daily business and affairs of the Transferor. The Transferor will immediately correct any liability of ABDC; (E) each of ABDC known misrepresentation with respect to the foregoing, and the Seller operates as a separate legal entity Transferor and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Seller shall: (i1) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document its Related Documents and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii2) Maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatesthe Seller, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller (including the payment of duly declared dividends to the Seller's stockholders), and, except as may be expressly permitted by this AgreementAgreement or the Related Documents, the funds of the Seller shall not be commingled with those of any Affiliate of its Affiliatesthe Seller. (iii3) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (4) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’sarm's-length basisbasis and shall receive the approval of the Seller's Board of Directors including at least one Independent Director (as defined below). (iv5) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that the Seller and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v6) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi7) Ensure that its Board of Directors shall be elected independently from the Boards of Directors of its Affiliates and shall at all times after January 15, 1995 include at least one Independent Director (for purposes hereof, "INDEPENDENT DIRECTOR" shall mean any member of the Board of Directors of the Seller that is not and has not at any time been (x) a director, officer, employee or shareholder of any Affiliate of the Seller or (y) a member of the immediate family of any of the foregoing). (8) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii9) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agentagent of the Seller, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.Agreement or the Related Documents; (viii10) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) to otherwise conduct its business as is otherwise provided herein or in any Transaction Documentcontemplated by this Agreement and the Related Documents, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x11) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any Affiliate of its Affiliatesthe Seller other than as expressly contemplated by this Agreement or the Related Documents. (xi12) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii13) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available Maintain capitalization adequate for the payment conduct of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturitybusiness.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use uses of the Seller andSeller. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. 100 (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "non-substantive consolidation" opinion of incorporation▇▇▇▇▇▇▇▇ & Worcester LLP, delivered on the Transaction Documents and this AgreementEffective Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller MRFC shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially reasonable efforts to ensure that the funds of the Seller MRFC will not be diverted to any other Person or for other than the corporate use uses of the Seller and, except as may be expressly permitted by this Agreement, the MRFC and that such funds of the Seller shall will not be commingled with those the funds of any Metaldyne Group Member; (ii) Compensate all employees, consultants and agents directly or indirectly through reimbursement of Metaldyne, from its own funds, for services provided to MRFC by such Persons and to the extent that it shares the same officers or other employees as any of its Stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its Stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that MRFC contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs; (iv) Other than the purchase and acceptance through capital contribution of Transferred Receivables, the Subordinated Loan, the payment of distributions and return of capital to the Originators, the payment of the Servicing Fee to the Servicers under this Transfer Agreement, and the transactions for which allocation of expenses and costs are specifically described in this Section 5.01(n), MRFC engages and has engaged in no intercorporate transactions with any Metaldyne Group Member; (v) Maintain office space separate from the office space of the Metaldyne Group Members. All material transactions between To the Seller extent that MRFC and any of its Stockholders or Affiliates have offices in the same location, there shall be only on an arm’s-length basis.a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (ivvi) Maintain a principal executive Issue separate unaudited financial statements prepared not less frequently than quarterly and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director.prepared in accordance with GAAP consistently applied; (vvii) Conduct its affairs strictly in accordance with its bylaws and certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate company action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate ac curate, complete and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Sellerliabilities of, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in make any Transaction Document, and no Affiliate of the Seller will otherwise supply funds loans to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).any Metaldyne Group Member; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to MRFC and (y) comply with those procedures described in such provisions which are applicable to MRFC; (x) Not enter into Take such actions as are necessary to ensure that not less than one member of MRFC’s board of directors shall be an individual who (A) is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of any guarantyMetaldyne Group Member (other than an Independent Director of MTSPC, Inc.) and (B) has (1) prior experience as an independent director for a Person whose Charter Documents required the unanimous consent of all independent directors thereof before such Person could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience related to asset securitization agreements, and (C) is otherwise acceptable to the Purchasers and the Administrative Agent (an “Independent Director”). The Charter Documents of MRFC shall provide that (i) at least one member of MRFC’s board of directors shall be an Independent Director, (ii) MRFC’s board of directors shall not approve, or otherwise become liabletake any other action to cause the filing of, a voluntary bankruptcy petition with respect to any obligation MRFC unless a unanimous vote of any MRFC’s board of its Affiliates.directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this clause (x) cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, time serve as a trustee in bankruptcy for MRFC or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, the Transaction Documents financial reports and this Agreement.corporate records of MRFC will be maintained separately from those of each Metaldyne Group Member; (xiii) Take such action actions as are necessary to ensure that: that any financial statements of any Metaldyne Group Member which are consolidated to include MRFC will contain detailed notes clearly stating that (A) all of MRFC’s as sets are owned by MRFC, and (B) MRFC is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of MRFC’s assets prior to any value in MRFC becoming available to MRFC’s equity holders; and the Seller is solventaccounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Transferred Receivables have been sold to MRFC; (xiv) Take such actions as are necessary to ensure that MRFC’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Metaldyne Group Members; (xv) Take such actions as are necessary to ensure that no Affiliates of MRFC shall, directly or indirectly, name MRFC or enter into any agreement to name MRFC a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any such Affiliate; and (xvi) Take such actions as are necessary to ensure that no Affiliate of MRFC will be, nor will hold itself out to be, responsible for the debts of MRFC or the decisions or actions in respect of the daily business and affairs of MRFC, including, without limitationbut not limited to, responding to inquiries with respect to ownership of a Transferred Receivable by stating that it has not been rendered insolvent by is the actions contemplated by owner of such Transferred Receivable and that such Transferred Receivable is pledged to the Transaction Documents; (B) Administrative Agent. MRFC will immediately correct any known misrepresentation with respect to the Seller intends to foregoing, and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have MRFC and its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Each of the Seller shalland AFC hereby acknowledges that the Purchasers, the Insurer, the Agent and the Purchaser Agents are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller's identity as a legal entity separate from AFC. Therefore, from and after the date hereof, the Seller and AFC shall take all reasonable steps to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of AFC, the Originator and any other Person, and is not a division of AFC or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in PARAGRAPH (a) of this EXHIBIT IV, the Seller and AFC shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencearticles of incorporation to purchasing Receivables from the Originator, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain its own deposit account Not less than one member of Seller's Board of Directors (the "INDEPENDENT DIRECTORS") shall be individuals who are not direct, indirect or accountsbeneficial stockholders, separate from those officers, directors, employees, affiliates, associates, customers or suppliers of the Originator or any of its Affiliates, with commercial banking institutions. The Seller's Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors' fiduciary duty shall be to the Seller (and creditors) and not to the Seller's shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this clause (ii) or any individual who has any other type of professional relationship with the Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller's own bank accounts for services provided to the Seller except as provided herein in respect of the Servicing Fee. The Seller will engage no agents other than a Servicer for the Receivables, which Servicer will be fully compensated for its services to the Seller by payment of the Servicing Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originator or any Affiliate thereof which are not reflected in the Servicing Fee. To the extent, if any, that the Seller and the Originator or any Affiliate thereof share items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Originator shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller's operating expenses will not be paid by Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own separate mailing address and stationery; (viii) The Seller's books and records will be maintained separately from those of the Originator or any Affiliate thereof; (ix) Any financial statements of the Originator or ADESA which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller's accounts receivable; (x) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of the Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its dealings with the Originator and any Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of the Originator or any Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which the Originator or any Affiliate thereof (other than AFC in its capacity as Servicer) has independent access and shall not pool any of its Affiliates.the Seller's funds at any time with any funds of the Originator or any Affiliate thereof; (iiixii) To The Seller shall pay to the extent that Originator the Seller contracts or does business with vendors or service providers where marginal increase (or, in the goods and services provided are partially for the benefit absence of any other Personsuch increase, the costs incurred in so doing shall be fairly allocated market amount of its portion) of the premium payable with respect to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between any insurance policy that covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of amounts payable due to occurrences or events related to the Originator or any of its Affiliates. Affiliate thereof (xi) Ensure that any financial reports required of other than the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement.Seller); and (xiii) Take such action The Seller will maintain arm's length relationships with the Originator and any Affiliate thereof. The Originator or any Affiliate thereof that renders or otherwise furnishes services to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent will be compensated by the actions contemplated by the Transaction Documents; (B) Seller at market rates for such services. Neither the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller Transferor shall: : (i) Maintain maintain its corporate existence and remain in full effect its existence, rights and franchises as a corporation good standing under the laws of the state State of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. Delaware; (ii) Maintain observe all procedures required by its own deposit certificate of formation, the Transferor LLC Agreement and the laws of the State of Delaware; (iii) ensure that (x) the business and affairs of the Transferor are at all times managed by or under the direction of its Board of Directors, (y) its Board of Directors shall have duly authorized all corporate actions requiring such authorization and, (z) when necessary, the Transferor shall have obtained proper authorization for corporate action from its stockholder; (iv) at all times includes at least two Independent Managers (as such term is defined in the Transferor LLC Agreement); (v) maintain separate corporate records and books of account or accounts, separate from those of any Affiliate and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its Affiliates, with commercial banking institutions. The stockholder and Board of Directors; (vi) pay the fair market rent for any office space located in the office of any Affiliate and a fair share of any overhead costs; (vii) maintain separate bank accounts and books of account from those of its Affiliates and ensure that its funds of the Seller will not and other assets shall at all times be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, readily distinguishable from the funds and other assets of the Seller shall its Affiliates and not be commingled with those of any the funds or other assets of its Affiliates. ; (iiiviii) To the extent pay from its own separate funds all material liabilities incurred by it, including material operating and administrative expenses; provided that the Seller contracts or does business with vendors or service providers where organizational expenses of the goods Transferor and services provided are partially for expenses relating to the benefit preparation, negotiation, execution and delivery of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions documentation with respect to its business and daily operations the issuance of the Securities or notes that it may issue from time to time may be paid by an Affiliate. No general overhead or administrative expenses of any Affiliate shall be independently made by charged or otherwise allocated to the Seller (although Transferor unless such general overhead or administrative expenses are directly attributable to services provided to or for the officer making any particular decision may also be an employee, officer or director of an Affiliate account of the Seller) and shall not be dictated by an Affiliate of the SellerTransferor. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use uses of the Seller andSeller. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "non-substantive consolidation" opinion of incorporation▇▇▇▇▇▇▇▇ & Worcester LLP, delivered on the Transaction Documents and this AgreementEffective Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Each Transferor that is a securitization special purpose entity shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided in this Agreement, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate company use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’sarm's-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that such Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ members' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director board of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller directors shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, "Independent Director" shall mean any member of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price board of Receivables or (ii) as directors of such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any guarantyAffiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable; (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis.; (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; and (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.89

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms' length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement, the covenants set forth on Schedule VI hereto or its certificate Amended and Restated Articles of incorporation Incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ', trustees' and directors’ ' meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation limited liability company under the laws of the state of its incorporation formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to ensure that proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided in this Agreement or the Servicing Agreement, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatesthe Transferor, with commercial banking financial institutions. The funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use of the Seller Person, and, except as may be expressly permitted by this Agreement, the Servicing Agreement, or the Receivables Purchase Agreement, the funds of the Seller Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that the Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of incorporation formation and limited liability company agreement and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director board of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller directors shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate of for purposes hereof, “Independent Director” shall mean any natural person who, for the Seller shall advance funds five-year period prior to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables his or (ii) her appointment as is otherwise provided herein or in any Transaction DocumentIndependent Director has not been, and no Affiliate during the continuation of the Seller will otherwise supply funds to, his or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” her service as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. Independent Director is not: (x) Not enter into any guarantyan employee, director, stockholder, partner, agent, consultant, advisor, attorney, accountant or otherwise become liable, with respect to any obligation officer of the Transferor or any of its Affiliates. Affiliates (xi) Ensure that any financial reports required other than his or her service as an Independent Director or other similar capacity and/or Special Member of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for of such Affiliates); (y) a customer or supplier of the Transferor or any of its Affiliates. Affiliates (xii) Ensure other than an Independent Director provided by a corporate services company that at all times it is adequately capitalized to engage provides independent directors in the transactions contemplated in ordinary course of its certificate of incorporation, the Transaction Documents and this Agreement. business); or (xiiiz) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness member of the Seller is held out as being available for the payment immediate family of any liability of ABDC; a person described in clause (Ex) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityy).

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its shareholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective shareholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate company use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders members and other Affiliates. At all times To the extent that such Transferor and any of its members or other Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholdersmembers’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (viviii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, “Independent Director” shall mean any member of the board of directors of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (ix) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller such Transferor (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Sellersuch Transferor) and shall not be dictated by an Affiliate of the Sellersuch Transferor. (viix) Act solely in its own corporate company name and through its own authorized officers and agents, and no Affiliate of the Seller such Transferor shall be appointed to act as its agent, except as expressly contemplated by this Agreementagent of such Transferor. The Seller Such Transferor shall at all times use its own stationerystationery and business forms and describe itself as a separate legal entity. (viiixi) Ensure Other than as provided in the Revolving Credit Agreement, ensure that no Affiliate of the Seller such Transferor shall advance funds or loan money to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Documentsuch Transferor, and no Affiliate of the Seller such Transferor will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2)such Transferor. (ixxii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by itit using its own funds. (xxiii) Not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of any obligation of any Affiliate of its Affiliatessuch Transferor nor shall such Transferor make any loans to any Person. (xixiv) Ensure that any financial reports required of the Seller such Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its AffiliatesAffiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between such Transferor and such Affiliate and also state that the assets of such Transferor are not available to pay creditors of the Affiliate. (xiixv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents formation and this Agreementits limited liability company agreement or in its certificate of incorporation and bylaws. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Trust Depositor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Trust Depositor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTrust Depositor. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Trust Depositor contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive To the extent that the Trust Depositor and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "substantive consolidation" opinion of incorporationWinston & ▇▇▇▇▇▇, delivered on the Transaction Documents and this AgreementClosing Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use uses of the Seller andSeller. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts it and Originator (together with their respective stockholders or Affiliates) jointly does business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that it and the Originator (together with their respective stockholders or Affiliates) does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive To the extent that Seller and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders or Affiliates have offices the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Trust Depositor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Trust Depositor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTrust Depositor. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Trust Depositor contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive To the extent that the Trust Depositor and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "nonsubstantive consolidation" opinion of incorporationWinston & ▇▇▇▇▇▇, delivered on the Transaction Documents and this AgreementClosing Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor, except as may be expressly permitted by this Agreementherein. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Transferor contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Transferor and any of its Affiliates shall be either (i) in accordance with the Asset Purchase Agreement or, if such Affiliate is not a party to the Asset Purchase Agreement, on substantially similar terms), or (ii) only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and preparing and maintaining accurate its own accurate, separate, full and separate complete books, records records, accounts and accountsfinancial statements, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annuallyThe Transferor's financial statements will comply with generally accepted accounting principles. (vi) Ensure that decisions with respect to Within 120 days after the end of its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeefiscal year, officer or director distribute a copy of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds audited annual financial statements to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2)Trustee. (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company or corporation under the laws of the state of its organization or incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Trust Agreement and each Transaction Document any Receivables Purchase Agreement to which it is a party and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this AgreementAgreement or any Receivables Purchase Agreement to which it is a party, the funds of the Seller such Transferor shall not be commingled with those of any Affiliate of its Affiliatessuch Transferor or any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its partners, members, managers, stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its partners, members, managers, stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its partners, members, managers, stockholders or Affiliates shall be only on an arm’sarm's-length basisbasis and shall receive the approval of such Transferor's Board of Directors, partners, members, managers or other governing body including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members, stockholders and Affiliates. At all times have a Board To the extent that such Transferor and any of Directors consisting of three its members, at least one member stockholders or Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of which is an Independent Directoroverhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vvi) Conduct its affairs strictly in accordance with its certificate of incorporation or other certificate of formation, as the case may be, and observe all necessary, appropriate and customary corporate formalitiesformalities (or such formalities appropriate to the entity), including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' or partners', members' or managers', as the case may be, meetings appropriate to authorize all corporate or entity action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' or other owners' and directors’ ', partners', members' or managers', as the case may be, meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer board of directors or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller other governing body shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, "INDEPENDENT DIRECTOR" shall mean any member of the Seller shall advance funds to board of directors or partner, member or manager, as the Sellercase may be, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any guarantyAffiliate of such Transferor which Affiliate is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms' length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement, its certificate Amended and Restated Articles of incorporation Incorporation and its Bylaws, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ', trustees' and directors’ ' meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially RECEIVABLES TRANSFER AGREEMENT reasonable efforts to ensure that the funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor and that, except as may be expressly permitted contemplated by this Agreement, the Section 6.02(b) such funds of the Seller shall will not be commingled with those the funds of any Seller or any Subsidiary or Affiliate of the Sellers; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All ; (iv) Enter into all material transactions between the Seller Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s-arm's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and any Affiliates of the Sellers. To the extent that the Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (vvi) Issue separate unaudited financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP consistently applied; (vii) Conduct its affairs strictly in accordance with its certificate articles of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; RECEIVABLES TRANSFER AGREEMENT (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate liabilities of the Seller will otherwise supply funds to, Sellers or guaranty debts of, the Seller; provided that an any Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).thereof; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to the Transferor and (y) comply with those procedures described in such provisions which are applicable to the Transferor; (x) Not enter into any guarantyTake such actions as are necessary to ensure that not less than one member of Transferor's Board of Directors shall be an individual who (1) is not, and never has been, a direct, indirect or otherwise become liablebeneficial stockholder, with respect to any obligation officer, director, employee, affiliate, associate, material supplier or material customer of the Collection Agent or any of its Affiliates., and (2) has experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceeding against it or before it could file a petition seeking relief under any applicable federal or state law relating to bankruptcy or insolvency, and (3) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities (the "Independent Directors"). The certificate of incorporation of the Transferor shall provide that (i) at least one member of the Transferor's Board of Directors shall be an Independent Director, (ii) the Transferor's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Transferor unless a unanimous vote of the Transferor's Board of Directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of time serve as a trustee in bankruptcy for the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, financial reports and corporate records of the Transaction Documents Transferor will be maintained separately from those of TriMas Corp., TriMas LLC and this Agreement.each other Affiliate of the Transferor; RECEIVABLES TRANSFER AGREEMENT (xiii) Take such action actions as are necessary to ensure that: that any financial statements of TriMas Corp. or Affiliate thereof which are consolidated to include the Transferor will contain detailed notes clearly stating that (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor's assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Transferor's assets prior to any value in the Transferor becoming available to the Transferor's equity holders; and reasonably expects the accounting records and the published financial statements of the Sellers will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to survive the Transferor; (xiv) Take such actions as are necessary to ensure that the Transferor's assets will be maintained in a stand-alone entitymanner that facilitates their identification and segregation from those of TriMas Corp., independent the Sellers and other Affiliates of financial assistance TriMas Corp.; (xv) Take such actions as are necessary to ensure that no Affiliates of the Transferor shall, directly or indirectly, name the Transferor or enter into any agreement to name the Transferor a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any entity not contemplated by the Transaction Documentssuch Affiliate; and (Cxvi) the Seller shall at all times have its own telephone number separate from Take such actions as are necessary to ensure that of ABDC; (D) neither the assets nor the creditworthiness no Affiliate of the Seller is held Transferor will be, nor will hold itself out as being available to be, responsible for the payment debts of the Transferor or the decisions or actions in respect of the daily business and affairs of the Transferor. The Transferor will immediately correct any liability of ABDC; (E) each of ABDC known misrepresentation with respect to the foregoing, and the Seller operates as a separate legal entity Transferor and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially reasonable efforts to ensure that the funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor and that, except as may be expressly permitted contemplated by this AgreementSection 6.02(b), the such funds of the Seller shall will not be commingled with those the funds of any Seller or any Subsidiary or Affiliate of the Sellers; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All ; (iv) Enter into all material transactions between the Seller Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s-arm's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and any Affiliates of the Sellers. To the extent that the Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (vvi) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vii) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate liabilities of the Seller will otherwise supply funds to, Sellers or guaranty debts of, the Seller; provided that an any Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).thereof; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to the Transferor and (y) comply with those procedures described in such provisions which are applicable to the Transferor; (x) Not enter into Take such actions as are necessary to ensure that not less than one member of Transferor's Board of Directors shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of the Collection Agent or any guarantyof its Affiliates (the "Independent Directors"). The certificate of incorporation of the Transferor shall provide that (i) at least one member of the Transferor's Board of Directors shall be an Independent Director, (ii) the Transferor's Board of Directors shall not approve, or otherwise become liabletake any other action to cause the filing of, a voluntary bankruptcy petition with respect to any obligation the Transferor unless a unanimous vote of any the Transferor's Board of its Affiliates.Directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of time serve as a trustee in bankruptcy for the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, financial reports and corporate records of the Transaction Documents Transferor will be maintained separately from those of the Parent and this Agreement.each other Affiliate of the Transferor; (xiii) Take such action actions as are necessary to ensure that: that any financial statements of Parent or Affiliate thereof which are consolidated to include the Transferor will contain detailed notes clearly stating that (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor's assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Transferor's assets prior to any value in the Transferor becoming available to the Transferor's equity holders; and reasonably expects the accounting records and the published financial statements of the Sellers will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to survive the Transferor; (xiv) Take such actions as are necessary to ensure that the Transferor's assets will be maintained in a stand-alone entitymanner that facilitates their identification and segregation from those of the Parent, independent the Sellers and other Affiliates of financial assistance the Parent; (xv) Take such actions as are necessary to ensure that no Affiliates of the Transferor shall, directly or indirectly, name the Transferor or enter into any agreement to name the Transferor a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any entity not contemplated by the Transaction Documentssuch Affiliate; and (Cxvi) the Seller shall at all times have its own telephone number separate from Take such actions as are necessary to ensure that of ABDC; (D) neither the assets nor the creditworthiness no Affiliate of the Seller is held Transferor will be, nor will hold itself out as being available to be, responsible for the payment debts of the Transferor or the decisions or actions in respect of the daily business and affairs of the Transferor. The Transferor will immediately correct any liability of ABDC; (E) each of ABDC known misrepresentation with respect to the foregoing, and the Seller operates as a separate legal entity Transferor and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Seller shall: (i) Maintain to the extent the Company's office is located in full effect its existence, rights and franchises as a corporation under the laws offices of an Affiliate of the state of its incorporation Company, maintain separate office space and will obtain and preserve its qualification to do business in each jurisdiction in which pay fair market rent for such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.office space; (ii) Maintain maintain the Company's books, financial statements and records separate from those of any Affiliate or other Person; (iii) maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate or other Person, with commercial banking institutions. The funds of and not commingle the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled Company's assets with those of any of its Affiliates. (iii) To the extent that the Seller contracts Affiliate or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act act solely in its own corporate name and through its own authorized officers and agents, ; make investments directly or by brokers engaged and no paid by the Company or its agents (provided that if any such agent is an Affiliate of the Seller Company, it shall be appointed to act as compensated at a fair market rate for its agentservices); (v) separately manage the Company's liabilities from those of any Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, except as expressly contemplated by this Agreement. The that the Seller shall at may pay the organizational expenses of the Company; (vi) to the extent that it shares the officers or other employees of any Affiliate or other Person, bear its share of the salaries of, and the expenses related to providing benefits to, such officers and other employees; (vii) to the extent that it contracts with any Affiliate or other Person to conduct business with vendors or to share overhead, bear its fair share of such costs and conduct all times use its own stationery.transactions between the Company and any Affiliates on an arms-length basis; and (viii) Ensure that no Affiliate pay from the Company's assets all obligations and indebtedness of any kind incurred by the Seller Company. The Company shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Sellerabide by all corporate formalities, including the provision maintenance of capital necessary current minute books, and cause its financial statements to assure be prepared not less frequently than quarterly and in accordance with GAAP in a manner that indicates the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses separate existence of the Company and as expressly provided herein, its assets and liabilities. The Company shall pay all expensesits liabilities, indebtedness not assume the liabilities of any Affiliate and other obligations incurred by it. not guarantee the liabilities of any Affiliate. The officers and directors of the Company (xas appropriate) Not enter into any guaranty, or otherwise become liable, shall make decisions with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required the business of the Seller Company independent of, and not dictated by, any controlling entity. The Company shall take or refrain from taking actions necessary in order to ensure that the assumptions set forth in the Specified Bankruptcy Opinion Provisions remain correct and shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthe procedures described therein. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (iia) Maintain its own deposit account or accounts, separate from those of any of the Company and ensure that its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of the Seller shall not be commingled with those of any of its Affiliates.Company; (iiib) To the extent that it shares any officers or other employees with the Seller Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among it and the Company, and it and the Company shall bear their fair shares of the salary and benefit costs associated with all such common officers and employees; (c) To the extent that it jointly contracts with the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly between it and the Company and it and the Company shall bear their fair shares of such costs. To the extent that it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among the Seller and such entities for whose benefit of the goods and or services are each is provided, and it and the Seller and each such entity Company shall bear its their fair share shares of such costs. All material transactions between it and the Seller and any of its Affiliates Company, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis.; (ivd) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Company (but which may be located at the same address as the Company). To the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its stockholders and Affiliates. At all times have a Board fair share of Directors consisting of three members, at least one member of which is an Independent Director.such expenses; (ve) Conduct its affairs strictly in accordance with its certificate Issue financial statements separate from any financial statements issued by the Company; (f) Not assume or guarantee any of incorporation and observe the liabilities of the Company; and (g) Take, or refrain from taking, as the case may be, all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents other actions that are necessary to authorize actions be taken or not to be taken, taken in order (x) to ensure that the assumptions and maintaining accurate factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions correct with respect to its business and daily operations shall be independently made by the Seller it (although the officer making any particular decision may also be an employeeand, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Sellerextent within its control, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure ensure that the Seller has “substantial assets” as described assumptions and factual recitations set forth in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses the Specified Bankruptcy Opinion Provisions remain true and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, correct with respect to any obligation of any of its Affiliates. the Company) and (xiy) Ensure that any financial reports required of the Seller shall to comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions that are applicable to it. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Each of the Seller shalland the Servicer hereby acknowledges that Purchaser and the Agent are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller's identity as a legal entity separate from the Servicer and any Originator. Therefore, from and after the date hereof, the Seller and the Servicer shall take all reasonable steps to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Servicer, any Originator and any other Person, and is not a division of the Servicer or any Originator or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in paragraph (a) of this Exhibit IV, the Seller and the Servicer shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencecertificate of incorporation to purchasing Receivables from the Originators, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain Not less than one member of Seller's Board of Directors (the "Independent Directors") shall be individuals who are not direct, indirect or beneficial stockholders, officers, directors, employees, affiliates, associates, customers or suppliers of any Originator or any of its Affiliates. The Seller's Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors' fiduciary duty shall be to the Seller (and creditors) and not to the Seller's shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this clause (ii) or any individual who has any other type of professional relationship with any Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for any Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller's own bank accounts for services provided to the Seller except as provided herein in respect of the Servicer's Fee. The Seller will engage no agents other than a servicer for the Receivables, which servicer will be fully compensated for its services to the Seller by payment of the Servicer's Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly Servicer's fee at a market rate based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and any Originator or any Affiliate thereof which are not reflected in the Servicer's Fee. To the extent, if any, that the Seller and any Originator or any Affiliate thereof share items of expenses not reflected in the Servicer's Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Imperial shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller's operating expenses will not be paid by any Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own deposit account separate mailing address and stationery; (viii) The Seller's books and records will be maintained separately from those of each Originator or accounts, any Affiliate thereof; (ix) Any financial statements of any Originator or any Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller's accounts receivable; (x) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of any of Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its Affiliatesdealings with any Originator and any Affiliate thereof, with commercial banking institutions. The and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates. (iii) To the extent that the Seller contracts Originator or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu Affiliate thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. not maintain joint bank accounts or other depository accounts to which any Originator or any Affiliate thereof (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (iIDI in its capacity as Servicer) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization has independent access. None of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into 's funds will at any guaranty, or otherwise become liable, time be pooled with respect to any obligation funds of any of its Affiliates. (xi) Ensure that Originator or any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department Affiliate thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.;

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation or limited liability company under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother person or entity. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall receive the approval of such Transferor’s Board of Directors including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that such Transferor and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvi) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director board of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller directors shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, “Independent Director” shall mean any member of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price board of Receivables or (ii) as directors of such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any guarantyAffiliate which is not a special purpose entity of such Transferor, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Trust Depositor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (iia) Maintain its own deposit account or accounts, or cause such accounts to be maintained on its behalf, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Trust Depositor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTrust Depositor. (b) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiic) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Trust Depositor contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (ivd) Maintain a principal executive To the extent that the Trust Depositor and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders members or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (ve) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annuallyliability company agreement. (vif) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "substantive consolidation" opinion of incorporation▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, delivered on the Transaction Documents and this AgreementClosing Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially reasonable efforts to ensure that the funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor and that, except as may be expressly permitted contemplated by this Agreement, the Section 6.02(b) such funds of the Seller shall will not be commingled with those the funds of any Seller or any Subsidiary or Affiliate of the Sellers; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All ; (iv) Enter into all material transactions between the Seller Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s-arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and any Affiliates of the Sellers. To the extent that the Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (vvi) Issue separate unaudited financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP consistently applied; (vii) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate liabilities of the Seller will otherwise supply funds to, Sellers or guaranty debts of, the Seller; provided that an any Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).thereof; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to the Transferor and (y) comply with those procedures described in such provisions which are applicable to the Transferor; (x) Not enter into any guarantyTake such actions as are necessary to ensure that not less than one member of Transferor’s Board of Directors shall be an individual who (1) is not, and never has been, a direct, indirect or otherwise become liablebeneficial stockholder, with respect to any obligation officer, director, employee, affiliate, associate, material supplier or material customer of the Collection Agent or any of its Affiliates., and (2) has experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or before it could file a petition seeking relief under any applicable federal or state law relating to bankruptcy or insolvency, and (3) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities (the “Independent Directors”). The certificate of incorporation of the Transferor shall provide that (i) at least one member of the Transferor’s Board of Directors shall be an Independent Director, (ii) the Transferor’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Transferor unless a unanimous vote of the Transferor’s Board of Directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this paragraph (x) cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of time serve as a trustee in bankruptcy for the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, financial reports and corporate records of the Transaction Documents Transferor will be maintained separately from those of Tyson and this Agreement.each other Affiliate of the Transferor; (xiii) Take such action actions as are necessary to ensure that: that any financial statements of Tyson or any Affiliate thereof which are consolidated to include the Transferor will contain detailed notes clearly stating that (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor’s assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Transferor’s assets prior to any value in the Transferor becoming available to the Transferor’s equity holders; and reasonably expects the accounting records of the Sellers will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to survive the Transferor; (xiv) Take such actions as are necessary to ensure that the Transferor’s assets will be maintained in a stand-alone entitymanner that facilitates their identification and segregation from those of Tyson, independent the Sellers and other Affiliates of financial assistance Tyson; (xv) Take such actions as are necessary to ensure that no Affiliates of the Transferor shall, directly or indirectly, name the Transferor or enter into any agreement to name the Transferor a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any entity not contemplated by the Transaction Documentssuch Affiliate; and (Cxvi) the Seller shall at all times have its own telephone number separate from Take such actions as are necessary to ensure that of ABDC; (D) neither the assets nor the creditworthiness no Affiliate of the Seller is held Transferor will be, nor will hold itself out as being available to be, responsible for the payment debts of the Transferor or the decisions or actions in respect of the daily business and affairs of the Transferor. The Transferor will immediately correct any liability of ABDC; (E) each of ABDC known misrepresentation with respect to the foregoing, and the Seller operates as a separate legal entity Transferor and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable; (ii) ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis.; (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; and (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.90

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatesthe Transferor, with commercial banking institutions. The funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use of the Seller Transferor, and, except as may be expressly permitted by this Agreement or the Receivables Purchase Agreement, the funds of the Seller Transferor shall not be commingled with those of any Affiliate of its Affiliatesthe Transferor. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Transferor and any of its Affiliates shall be only on an arm’sarm's-length basis. (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that the Transferor and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvi) Conduct its affairs strictly in accordance with its certificate Articles of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations Board of Directors shall be elected independently made by from the Seller (although the officer making any particular decision may also be an employee, officer or director Boards of an Affiliate Directors of the Seller) its Affiliates and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. include at least one Independent Director (viiifor purposes hereof, "Independent Director" shall mean any member of the Board of Directors of the Transferor who is not and has not at any time been (x) Ensure that no a director, officer, employee or shareholder of any Affiliate of the Seller shall advance funds Transferor within a period of three years prior to such Person's election to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price Board of Receivables Directors or (iiy) as is otherwise provided herein or in any Transaction Document, and no Affiliate a member of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shallhereby acknowledges that Purchaser, the Liquidity Banks and the Administrator, are entering into the transactions contemplated by the Transaction Documents in reliance upon Seller's identity as a legal entity separate from Parent. Therefore, from and after the date hereof, Seller shall take all steps specifically required by this Agreement or by the Purchaser or Administrator to continue Seller's identity as a separate legal entity and to make it apparent to third Persons that Seller is an entity with assets and liabilities distinct from those of Parent and any other Person, and is not a division of Parent or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, Seller shall take such actions as shall be required in order that: (ia) Maintain Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencecertificate of incorporation to purchasing or otherwise acquiring from Parent, rights and franchises owning, holding, granting security interests, or selling interests, in Pool Assets, entering into agreements for the servicing and financing of Pool Assets, entering into interest rate agreements, spread account agreements and similar documents and conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated herebycarry out its primary activities. (iib) Maintain its own deposit account Not less than one member of Seller's Board of Directors (the "Independent Director") shall be an individual who is not a direct, indirect or accountsbeneficial stockholder, separate from those officer, director, employee, affiliate, associate, or supplier of Seller or any of its Affiliates, with commercial banking institutionsexcept that the Independent Director may be an independent director on the Board of Directors of a direct or indirect "bankruptcy remote" subsidiary of Charming Shoppes. The funds certificate of incorporation of Seller shall provide that (i) Seller's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action and (ii) such provision cannot be amended without the prior written consent of the Independent Director. (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for Seller, Parent or any Affiliate thereof. (d) Any employee, consultant or agent of Seller will be compensated from Seller's funds for services provided to Seller. Seller will engage no agents other than its attorneys, auditors and other professionals, and a servicer for Pool Assets, which servicer will be fully compensated for its services by payment of the Servicer's Fee. (e) Seller will contract with Servicer to perform for Seller all operations required on a daily basis to service the Pool Assets. Seller will pay Servicer the Servicer's Fee pursuant hereto. Seller will not be diverted to incur any material indirect or overhead expenses for items shared between Seller and Parent (or any other Person Affiliate thereof) which are not reflected in the Servicer's Fee. To the extent, if any, that Seller and Parent (or for any other than Affiliate thereof) share items of expenses not reflected in the corporate Servicer's Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Parent shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, agency and other fees. (f) Seller andwill pay its own operating expenses. (g) Seller will have its own separate post office box and stationery. (h) Seller's books and records will be maintained separately from those of Parent and any other Affiliate thereof. (i) All financial statements of Parent or any Affiliate thereof that are consolidated to include Seller will contain detailed notes clearly stating that (A) all of Seller's assets are owned by Seller, except as may and (B) Seller is a separate corporate entity with creditors who have received security interests in Seller's assets. (j) Seller's assets will be expressly permitted by this Agreementmaintained in a manner that facilitates their identification and segregation from those of Parent or any Affiliate thereof. (k) Seller will strictly observe corporate formalities in its dealings with Parent or any Affiliate thereof, the and funds or other assets of the Seller shall will not be commingled with those of Parent or any of Affiliate thereof. Seller shall not maintain joint bank accounts or other depository accounts to which Parent or any Affiliate thereof (other than Parent in its Affiliatescapacity as Servicer) has independent access. (iiil) To the extent that the Seller contracts or does business will maintain arm's-length relationships with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Parent (and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and AffiliatesAffiliate thereof). At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate Any Person that renders or otherwise furnishes services to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the be compensated by Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, at market rates for such services it renders or otherwise become liable, with respect furnishes to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions Seller. Except as contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action neither Seller nor Parent will be or will hold itself out to ensure that: (A) be responsible for the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Each of the Seller shalland the Servicer hereby acknowledges that the Purchasers, the Purchaser Agents and the Administrator are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from the Servicer and the Originator. Therefore, from and after the date hereof, the Seller and the Servicer shall take all reasonable steps to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Servicer, the Originator and any other Person, and is not a division of the Servicer or the Originator or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in paragraph (a) of this Exhibit IV, the Seller and the Servicer shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencecertificate of incorporation to purchasing Receivables from the Originator, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain its own deposit account Not less than one member of Seller’s Board of Directors (the “Independent Directors”) shall be individuals who are not direct, indirect or accountsbeneficial stockholders, separate from those officers, directors, employees, affiliates, associates, customers or suppliers of the Originator or any of its Affiliates, with commercial banking institutions. The Seller’s Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors’ fiduciary duty shall be to the Seller (and creditors) and not to the Seller’s shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this clause (ii) or any individual who has any other type of professional relationship with the Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for the Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller’s own bank accounts for services provided to the Seller except as provided herein in respect of the Servicer’s Fee. The Seller will engage no agents other than a servicer for the Receivables, which servicer will be fully compensated for its services to the Seller by payment of the Servicer’s Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originator or any Affiliate thereof which are not reflected in the Servicer’s Fee. To the extent, if any, that the Seller and the Originator or any Affiliate thereof share items of expenses not reflected in the Servicer’s Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Pilgrim’s Pride shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller’s operating expenses will not be paid by the Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own separate mailing address and stationery; (viii) The Seller’s books and records will be maintained separately from those of the Originator or any Affiliate thereof; (ix) Any financial statements of the Originator or any Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller’s accounts receivable; (x) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its dealings with the Originator and any Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of the Originator or any Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which the Originator or any Affiliate thereof (other than Pilgrim’s Pride in its capacity as Servicer) has independent access. None of the Seller’s funds will at any time be pooled with any funds of the Originator or any Affiliate thereof; (xii) The Seller shall pay to the Originator the marginal increase (or, in the absence of such increase, the market amount of its Affiliates. (iiiportion) To of the extent premium payable with respect to any insurance policy that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of amounts payable due to occurrences or events related to the Originator or any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement.Affiliate thereof; and (xiii) Take such action The Seller will maintain arm’s length relationships with the Originator and any Affiliate thereof. The Originator or any Affiliate thereof that renders or otherwise furnishes services to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent will be compensated by the actions contemplated by the Transaction Documents; (B) Seller at market rates for such services. Neither the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than the corporate use uses of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of the Seller shall not be commingled with those or any Subsidiary or Affiliate of the Seller; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Company and any of its Affiliates Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iii); (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Seller and its Affiliates. To the extent that the Company and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (v) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vi) Conduct its affairs strictly in accordance with its certificate articles of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate Not assume or guarantee any of the Seller shall be appointed to act as its agentliabilities of the Seller, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.the Servicer or any Affiliate thereof; and (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order to (x) Not enter into any guaranty, or otherwise become liable, ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to any obligation of any of its Affiliates. the Company and (xiy) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions which are applicable to the Company. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Each of the Seller shalland the Servicer hereby acknowledges that Purchaser and the Agent are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller's identity as a legal entity separate from the Servicer and the Originator. Therefore, from and after the date hereof, the Seller and the Servicer shall take all reasonable steps to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Servicer, the Originator and any other Person, and is not a division of the Servicer or the Originator or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in PARAGRAPH (a) of this EXHIBIT IV, the Seller and the Servicer shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose primary activities are restricted in full effect its existencecertificate of incorporation to purchasing Receivables from the Originator, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (ii) Maintain its own deposit account Not less than one member of Seller's Board of Directors (the "INDEPENDENT DIRECTORS") shall be individuals who are not direct, indirect or accountsbeneficial stockholders, separate from those officers, directors, employees, affiliates, associates, customers or suppliers of the Originator or any of its Affiliates, with commercial banking institutions. The Seller's Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors' fiduciary duty shall be to the Seller (and creditors) and not to the Seller's shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this CLAUSE (ii) or any individual who has any other type of professional relationship with the Originator or any of its Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller's own bank accounts for services provided to the Seller except as provided herein in respect of the Servicer's Fee. The Seller will engage no agents other than a Servicer for the Receivables, which Servicer will be fully compensated for its services to the Seller by payment of the Servicer's Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originator or any Affiliate thereof which are not reflected in the Servicer's Fee. To the extent, if any, that the Seller and the Originator or any Affiliate thereof share items of expenses not reflected in the Servicer's Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Originator shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller's operating expenses will not be paid by Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person to reimburse such Person for any such payments; (vii) The Seller will have its own separate mailing address and stationery; (viii) The Seller's books and records will be maintained separately from those of the Originator or any Affiliate thereof; (ix) Any financial statements of the Originator or any Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller's accounts receivable; (x) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of the Originator and any Affiliate thereof; (xi) The Seller will strictly observe corporate formalities in its dealings with the Originator and any Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of the Originator or any Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which the Originator or any Affiliate thereof (other than Vanstar in its capacity as Servicer) has independent access. None of the Seller's funds will at any time be pooled with any funds of the Originator or any Affiliate thereof; (xii) The Seller shall pay to the Originator the marginal increase (or, in the absence of such increase, the market amount of its Affiliates. (iiiportion) To of the extent premium payable with respect to any insurance policy that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of amounts payable due to occurrences or events related to the Originator or any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement.Affiliate thereof; and (xiii) Take such action The Seller will maintain arm's length relationships with the Originator and any Affiliate thereof. The Originator or any Affiliate thereof that renders or otherwise furnishes services to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent will be compensated by the actions contemplated by the Transaction Documents; (B) Seller at market rates for such services. Neither the Seller intends nor any Originator or any Affiliate thereof will be or will hold itself out to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by be responsible for the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights Transferor and franchises as a corporation under IKON ---------------------------- Capital hereby acknowledge that the laws of Transferee and the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate Agent are entering into the transactions contemplated hereby. (ii) Maintain its own deposit account or accountsby this Agreement in reliance upon the Transferor's identity as a legal entity separate from the other Affiliated Parties. Therefore, Transferor and IKON Capital shall take the steps described in this Section 7.04 and any other steps that the Agent ------------ reasonably requests to continue the Transferor's identity as such a separate legal entity and to make it apparent to third Persons that the Transferor is an entity with assets and liabilities distinct from those of any of its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with Affiliated Parties and those of any of its Affiliates. (iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, and not a division of the costs incurred other Affiliated Parties or any other Person: (a) The Transferor will be a limited purpose corporation whose primary activities are restricted in so doing its articles of incorporation to accepting transferred Receivables from IKON Capital, entering into agreements for the servicing of such Receivables, transferring undivided interests in the Receivables, and conducting such other activities as it reasonably deems necessary or appropriate to carry out its primary activities and entering into similar arrangements with other Persons; (b) No director or officer of the Transferor shall at any time serve as a trustee in bankruptcy for any other Affiliated Party; (c) Any employee, consultant or agent of the Transferor will be paid by the Manager for services provided to the Transferor, which payment shall be fairly allocated charged to or among Transferor's account, except as provided in this Agreement in respect of the Seller Servicing Fee and such entities in the Old Line Agreement for whose benefit the goods servicing fee paid thereunder. The Transferor will engage no agents other than a Servicer for the Receivables, which Servicer (if an Affiliated Party) will be fully compensated for its services to the Transferor by payment of the Servicing Fee and services are providedthe servicing fee paid under the Old Line Agreement, and the Seller and each such entity Manager pursuant to the Management Agreement, which Manager's fees shall bear not exceed $10,000 in any calendar year; (d) The Transferor's operating expenses will not be paid by any other Affiliated Party; (e) The Transferor will have its fair share own separate mailing address, stationery and, if used, bank checks and, if it uses premises leased, owned or occupied by any other Affiliated Party, its portion of such costs. All material transactions between the Seller premises will be defined and any of its Affiliates shall be only on an arm’s-length basis.separately identified; (ivf) Maintain a principal executive The Transferor's books and administrative office through which its business is conducted and a telephone number separate records will be maintained separately from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director.every other Affiliated Party; (vg) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation Any financial statements of any of its Affiliates. (xi) Ensure other Affiliated Party which are consolidated to include the Transferor will contain detailed notes clearly stating that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor's assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors which will be entitled to be satisfied out of the Transferor's assets prior to any value in the Transferor becoming available to the Transferor's equity holders; (h) The assets of the Transferor will be maintained in a manner that facilitates their identification and reasonably expects to survive as a stand-alone entity, independent of financial assistance segregation from those of any entity not contemplated by the Transaction Documents; other Affiliated Party; (Ci) the Seller shall at all times have The Transferor will strictly observe corporate formalities in its own telephone number separate from that of ABDC; (D) neither the dealings with each other Affiliated Party, and funds or other assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Transferor will not be able commingled or pooled with those of any other Affiliated Party; (j) The Transferor shall not maintain joint bank accounts with any other Affiliated Party or other depository accounts to repay which any other Affiliated Party (other than IKON Capital in its capacity as Servicer) has independent access; (k) The Transferor shall not, directly or indirectly, be named and shall not enter into any agreement to be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any other Affiliated Party; (l) The Transferor will maintain arm's length relationships with each other Affiliated Party. Any other Affiliated Party which renders or otherwise furnishes services or merchandise to the Transferor will be compensated by the Transferor at its maturitymarket rates for such services or merchandise; and (m) Neither the Transferor, on the one hand, nor any other Affiliated Party, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document any Receivables Transfer Agreement to which it is a party and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this AgreementAgreement or any Receivables Transfer Agreement to which it is a party, the funds of the Seller such Transferor shall not be commingled with those of any Affiliate of its Affiliatessuch Transferor. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’sarm's-length basisbasis and shall receive the approval of such Transferor's Board of Directors including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that such Transferor and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvi) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that its Board of Directors shall at all times include at least one Independent Director (for purposes hereof, "INDEPENDENT DIRECTOR" shall mean any member of the Board of Directors of such Transferor that is not and has not at any time during the preceding five years been (x) a director, officer, consultant, agent, employee, affiliate or shareholder of any Affiliate of such Transferor or any affiliate or subsidiary thereof, or of any major creditor thereof, and who is not the beneficial owner, at the time of such individual's appointment as an Independent Director, of more than 1,000 shares in the aggregate of all classes of common stock of an Affiliate of such Transferor, or if greater, such number of shares the value of which constitutes no more than 10% of such individual's net worth or (y) a member of the immediate family of any of the foregoing). (viii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller such Transferor (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Sellersuch Transferor) and shall not be dictated by an Affiliate of the Sellersuch Transferor. (viiix) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller such Transferor shall be appointed to act as its agentagent of such Transferor, except as expressly contemplated by this AgreementAgreement or any Receivables Agreement to which it is a party. The Seller Transferor shall at all times use its own stationery. (viiix) Ensure Other than as provided in the Revolving Credit Agreement, ensure that no Affiliate of the Seller such Transferor shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Documentsuch Transferor, and no Affiliate of the Seller such Transferor will otherwise supply funds to, or guaranty debts of, the Sellersuch Transferor; provided PROVIDED, HOWEVER, that an Affiliate of the Seller such Transferor may provide funds to the Seller such Transferor in connection with the capitalization of the Sellersuch Transferor, including the provision of capital necessary to assure that the Seller such Transferor has “"substantial assets” " as described in Treasury Regulation Section 301.7701-2(d)(2). (ixxi) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (xxii) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any Affiliate of its Affiliatessuch Transferor other than with respect to Section 7.04, nor shall such Transferor make any loans to any Person. (xixiii) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and such Transferor shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xiixiv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate Certificate of incorporation, the Transaction Documents and this AgreementIncorporation. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its shareholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each 75 such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective shareholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Trust Depositor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Trust Depositor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTrust Depositor. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller Trust Depositor contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive To the extent that the Trust Depositor and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "substantive consolidation" opinion of incorporationSull▇▇▇▇ & ▇rom▇▇▇▇, ▇▇livered on the Transaction Documents and this AgreementClosing Date, upon which the conclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall:: ---------------------------- (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document the Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatesthe Seller, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller Seller, and, except as may be expressly permitted by this Agreement or the Purchase Agreement, the funds of the Seller shall not be commingled with those of any Affiliate of its Affiliatesthe Seller. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’sarm's-length basisbasis and shall receive the approval of the Seller's Board of Directors including at least two Independent Directors (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that the Seller and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvi) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, accounts including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' and directors’ ' meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations Board of Directors shall be elected independently made by from the Boards of Directors of its Affiliates and shall at all times include at least two Independent Directors (for purposes hereof, "Independent Director" shall mean any member of the Board of -------------------- Directors of the Seller who (although i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the officer making Seller, or in any particular decision may also be an employee, officer or director of an Affiliate of the Seller, (iii) is not connected with the Seller or any Affiliate of the Seller as an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions and shall (iv) is not, and has not be dictated by an been for a period of at least five (5) years, a director of any Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit deposit, securities and other account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking financial institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of the Seller such Transferor shall not be commingled with those of any of its Affiliatesother person or entity. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its Affiliates shall be only on an arm’s-length basisbasis and shall receive the approval of such Transferor’s Board of Directors including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that such Transferor and any of its stockholders or Affiliates have a Board offices in contiguous space, there shall be fair and appropriate allocation of Directors consisting overhead costs (including rent) among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (vvi) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director board of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller directors shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, “Independent Director” shall mean any member of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price board of Receivables or (ii) as directors of such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any guarantyAffiliate which is not a special purpose entity of such Transferor, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain Except as set forth in full effect its existencethe Transaction Documents, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than corporate uses of the corporate use Company, nor will such funds be commingled with the funds of a Seller or any Subsidiary or Affiliate of a Seller provided that the foregoing restriction shall not preclude the Company from lending its excess cash balances to a Seller or any Subsidiary or Affiliate of the Seller and, except as for investment (which may be expressly permitted include inter-Affiliate loans made by this Agreement, the funds Seller or any Subsidiary or Affiliate of the Seller) on a pooled basis as part of the cash management system maintained by a Seller shall not be commingled with those for its consolidated group so long as all such transactions are properly reflected on the books and records of the Company and the Sellers (and any Subsidiary or Affiliate of the Sellers, if applicable); (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Company and any of its Affiliates Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-arm’s length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and their Affiliates (but which may be located at the same address as a Seller or one of a Seller’s Affiliates). To the extent that the Company and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (v) Issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) Conduct its affairs strictly in accordance with its certificate of incorporation organizational documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ , meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate Not assume or guarantee any of the Seller shall be appointed to act as its agentliabilities of the Sellers, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.the Servicer or any Affiliate thereof; and (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order to (x) Not enter into any guaranty, or otherwise become liable, ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to any obligation of any of its Affiliates. the Company and (xiy) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions which are applicable to the Company. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall:: ---------------------------- (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than corporate uses of Seller except for dividends allowed under Section 2.5(m). -------------- (ii) Ensure that, to the corporate use of extent that it shares the Seller and, except same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions (other than this Agreement and the Receivables Purchase Agreement) between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to Conduct its own business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Sellerin its own name. (vii) Act solely in its own corporate name Use separate stationary, invoices and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationerychecks. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held Hold itself out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityentity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use uses of the Seller andSeller. (ii) Ensure that, except to the extent that it shares the same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ , and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeeTake or refrain from taking, officer or director of an Affiliate as applicable, each of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage activities specified in the transactions contemplated in its certificate "non-consolidation" opinion of incorporationBing▇▇▇ ▇▇▇▇ ▇▇▇ delivered on the Closing Date, upon which the Transaction Documents and this Agreementconclusions expressed therein are based. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit deposit, securities or other account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions or broker-dealers and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than the corporate use uses of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of any Seller or any other Subsidiary or Affiliate of any Seller; (ii) To the Seller shall not be commingled with those of extent that it shares the same officers or other employees as any of its members or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entities' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities' fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities' fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, to the extent practicable, on the basis of such entities' actual share of such costs and to the Seller extent such allocation is not practicable, on a basis reasonably related to such entities' fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm's-length basis, it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iii); (iv) Maintain a principal executive office at a separate address from the address of United Stationers Supply Co. and its Affiliates; PROVIDED that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (iv). To the extent that the Company and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director.expenses; (v) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vi) Conduct its affairs in its own name and strictly in accordance with its certificate articles of incorporation association and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all corporate limited liability company action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely in its own corporate name and through its own authorized officers and agentsNot assume or guarantee any of the liabilities of any Seller, and no any Servicing Party or any Affiliate of the Seller shall be appointed to act as its agentany thereof, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.it being understood that a shareholder's capital contribution is not such a guarantee or assumption; and (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order to (x) Not enter into any guaranty, or otherwise become liable, ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to any obligation of any of its Affiliates. the Company and (xiy) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions which are applicable to the Company. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Each of the Seller shalland the Servicer hereby acknowledges that Purchaser and the Agent are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller's identity as a legal entity separate from Servicer, Atrium and the Originators. Therefore, from and after the date hereof, the Seller and the Servicer shall take all reasonable steps to continue the Seller's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of Servicer, Atrium, the Originators and any other Person, and is not a division of Servicer, Atrium or the Originators or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in PARAGRAPH (a) of this EXHIBIT IV, the Seller and the Servicer shall take such actions as shall be required in order that: (i) Maintain The Seller will be a limited purpose corporation whose sole activities are restricted in full effect its existencecertificate of incorporation to purchasing Receivables from the Originators, rights entering into agreements for the servicing of such Receivables, selling undivided interests in such Receivables and franchises conducting such other activities as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary purpose; (ii) Maintain Not less than one member of Seller's Board of Directors (the "INDEPENDENT DIRECTORS") shall be individuals who are not (except as members of Seller's Board of Directors) direct, indirect or beneficial stockholders, officers, directors, employees, affiliates, associates, customers or suppliers of Seller, Servicer or any Originator or any of their respective Affiliates. The Seller's Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors' fiduciary duty shall be to the Seller (and its creditors) and not to the Seller's shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who shall not be an individual within the proscriptions of the first sentence of this CLAUSE (II) or any individual who has any other type of professional relationship with Seller, Servicer or any Originator or any of their respective Affiliates or any management personnel of any such Person or Affiliate and who shall be (x) a tenured professor at a business or law school, (y) a retired judge or (z) an established independent member of the business community, having a sound reputation and experience relative to the duties to be performed by such individual as an Independent Director; (iii) No Independent Director shall at any time serve as a trustee in bankruptcy for any Originator or any Affiliate thereof; (iv) Any employee, consultant or agent of the Seller will be compensated from the Seller's own bank accounts for services provided to the Seller except as provided herein in respect of the Servicer's Fee. The Seller will engage no agents other than a servicer for the Receivables, which servicer will be fully compensated for its services to the Seller by payment of the Servicer's Fee; (v) The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service its Receivables. The Seller will pay the Servicer a monthly fee based on the level of Receivables being managed by the Servicer. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originators or any Affiliate thereof which are not reflected in the Servicer's Fee or otherwise appropriately allocated between such Persons based on usage in accordance with the next sentence. To the extent, if any, that the Seller and the Originators or any Affiliate thereof share items of expenses not reflected in the Servicer's Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Atrium shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees; (vi) The Seller's operating expenses will not be paid by any Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person promptly to reimburse such Person for any such payments; (vii) The Seller will have its own deposit account or accounts, separate mailing address and stationery; (viii) The Seller's books and records will be maintained separately from those of Servicer, Atrium and the Originators or any respective Affiliate thereof; (ix) Any financial statements of Servicer, Atrium, any Originator or any respective Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller's accounts receivable; (x) The Seller's assets will be maintained in a manner that identifies and segregates them from those of Servicer, Atrium, the Originators and any of their respective Affiliates; (xi) The Seller will strictly observe corporate formalities in its Affiliatesdealings with the Servicer, with commercial banking institutions. The Atrium, the Originators and any respective Affiliate thereof, and funds or other assets of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of Servicer, Atrium, the Originators or any respective Affiliate thereof. The Seller shall not maintain joint bank accounts or other depository accounts to which Servicer, Atrium, the Originators or any respective Affiliate thereof (other than Atrium in its capacity as Servicer) has independent access. None of the Seller's funds will at any time be pooled with any funds of Servicer, Atrium, the Originators or any respective Affiliate thereof; (xii) The Seller shall pay to the Originators the marginal increase (or, in the absence of such increase, the market amount of its Affiliates. (iiiportion) To of the extent premium payable with respect to any insurance policy that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between covers the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, includingAffiliate thereof, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall not, directly or indirectly, be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables named or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any guaranty, or otherwise become liablesuch insurance policy, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately fromamounts payable due to occurrences or events related to Servicer, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporationAtrium, the Transaction Documents and this Agreement.Originators or any respective Affiliate thereof; and (xiii) Take such action to ensure that: (A) The Seller will maintain arm's length relationships with Servicer, Atrium, the Seller is solventOriginators and any respective Affiliate thereof and, including, without limitation, that it has not been rendered insolvent by the actions except as contemplated by the Transaction Documents; (B) , will have no other dealings, contractual, financial or otherwise, among themselves. Any Originator or any Affiliate thereof that renders or otherwise furnishes services to the Seller intends to and reasonably expects to survive will be compensated by the Seller at market rates for such services (except in the case of any Originator acting as a standSub-alone entity, independent of financial assistance of any entity not contemplated Servicer whose fee is payable by the Transaction Documents; (C) Servicer out of the Servicing Fee). Neither the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither nor any Originator or any Affiliate thereof will be or will hold itself out to be responsible for the assets nor the creditworthiness debts of the Seller is held out as being available for other or the payment decisions or actions respecting the daily business and affairs of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityother.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of the Company and ensure that its Affiliates, with commercial banking institutions. The funds of the Seller 38 Amended and Restated Receivables Sale Agreement will not be diverted to any other Person or for other than the corporate use of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of the Seller Company; (ii) To the extent that it shares any officers or other employees with the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall not be commingled fairly allocated among it and the Company, and it and the Company shall bear their fair shares of the salary and benefit costs associated with those of any of its Affiliates.all such common officers and employees; (iii) To the extent that it jointly contracts with the Seller Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly between it and the Company, and it and the Company shall bear their fair shares of such costs. To the extent that it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among the Seller and such entities for whose benefit of the goods and or services are each is provided, and it and the Seller and each such entity Company shall bear its their fair share shares of such costs. All material transactions between it and the Seller and any of its Affiliates Company, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Company (but which may be located at the same address as the Company). To the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its stockholders and Affiliates. At all times have a Board fair share of Directors consisting of three members, at least one member of which is an Independent Director.such expenses; (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping Issue financial statements separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually.from any financial statements issued by the Company; (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making Not assume or guarantee any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate liabilities of the Seller.Company; and 39 Amended and Restated Receivables Sale Agreement (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order (x) Not enter into any guaranty, or otherwise become liable, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to any obligation of any of it (and, to the extent within its Affiliates. control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (xiy) Ensure that any financial reports required of the Seller shall to comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions that are applicable to it. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted 89 KL2 3337076.6 (ii) ensure that, to any the extent that it shares the same officers or other Person or for other than the corporate use of the Seller and, except employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders, beneficiaries or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Club Trustee and any of its Affiliates shall be only on an arm’s-arms’ length basis.; (iv) Maintain a principal executive to the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; and (v) Conduct conduct its affairs strictly in accordance with the Club Trust Agreement or its certificate amended and restated articles of incorporation incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersshareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of the Company and ensure that its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of the Seller Company; (ii) To the extent that it shares any officers or other employees with the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall not be commingled fairly allocated among it and the Company, and it and the Company shall bear their fair shares of the salary and benefit costs associated with those of any of its Affiliates.all such common officers and employees; (iii) To the extent that it jointly contracts with the Seller Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly between it and the Company, and it and the Company shall bear their fair shares of such costs. To the extent that it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among the Seller and such entities for whose benefit of the goods and or services are each is provided, and it and the Seller and each such entity Company shall bear its their fair share shares of such costs. All material transactions between it and the Seller and any of its Affiliates Company, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iii); (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Company (but which may be located at the same address as the Company). To the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its stockholders and Affiliates. At all times have a Board fair share of Directors consisting of three members, at least one member of which is an Independent Director.such expenses; (v) Conduct its affairs strictly in accordance with its certificate Not assume or guarantee any of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes the liabilities of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually.the Company; (vi) Ensure that decisions with respect Include in notes to its business and daily operations shall be independently made by consolidated financial statements a note substantially to the Seller (although the officer making any particular decision may also be an employee, officer or director effect of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.Schedule 6 hereto; and (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order (x) Not enter into any guaranty, or otherwise become liable, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to any obligation of any of it (and, to the extent within its Affiliates. control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (xiy) Ensure that any financial reports required of the Seller shall to comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions that are applicable to it. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than the corporate use uses of the Seller andCompany, except as may nor will any material amount of such funds be expressly permitted by this Agreement, commingled with the funds of any Seller or any other Subsidiary or Affiliate of any Seller; (ii) To the Seller shall not be commingled with those of extent that it shares the same officers or other employees as any of its stockholders or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Company and any of its Affiliates Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’sarm's-length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iii); (iv) Maintain a principal executive office at a separate address from the address of Core-▇▇▇▇ and administrative office through which its business is conducted Affiliates; PROVIDED that a separate space within, but segregated from, that of Core-▇▇▇▇ and a telephone number its Affiliates shall constitute separate from those addresses for purposes of this clause (iv). To the extent that the Company and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (v) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vi) Conduct its affairs in its own name and strictly in accordance with its certificate articles of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely in its own corporate name and through its own authorized officers and agentsNot assume or guarantee any of the liabilities of any Seller, and no any Servicing Party or any Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.any thereof; and (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order to (x) Not enter into any guaranty, or otherwise become liable, ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; Company and (Gy) comply in all material respects with those procedures described in such provisions which are applicable to the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityCompany.

Separate Corporate Existence. The Seller Club Trustee shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller Club Trustee will not be diverted to any other Person or for other than the trust or corporate use uses of the Seller andClub Trustee, except as may be expressly permitted by this Agreementapplicable. (ii) Ensure that, to the funds of extent that it shares the Seller shall not be commingled with those of same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To Ensure that, to the extent that the Seller contracts Club Trustee and the Servicer (together with their respective stockholders or does Affiliates) jointly do business with vendors or service providers where or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive To the extent that the Club Trustee and administrative office through which its business is conducted and a telephone number separate from those any of its stockholders stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate the Trust Agreement or Articles of incorporation Incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ', trustees' and directors’ ' meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company or corporation under the laws of the state State of its organization or incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Trust Agreement and each Transaction Document any Receivables Purchase Agreement to which it is a party and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this AgreementAgreement or any Receivables Purchase Agreement to which it is a party, the funds of the Seller such Transferor shall not be commingled with those of any Affiliate of its Affiliatessuch Transferor or any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its partners, members, managers, stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its partners, members, managers, stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its partners, members, managers, stockholders or Affiliates shall be only on an arm’s-length basisbasis and shall receive the approval of such Transferor’s Board of Directors, partners, members, managers or other governing body including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members, stockholders and AffiliatesAffiliates (other than Affiliates that are special purpose bankruptcy remote entities). At all times have a Board To the extent that such Transferor and any of Directors consisting of three its members, at least one member stockholders or Affiliates (other than special purpose bankruptcy remote entities) have offices in contiguous space, there shall be fair and appropriate allocation of which is an Independent Directoroverhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vvi) Conduct its affairs strictly in accordance with its certificate of incorporation or other certificate of formation, as the case may be, and observe all necessary, appropriate and customary corporate formalitiesformalities (or such formalities appropriate to the entity), including, but not limited to, holding all regular and special stockholders’ and directors’ or partners’, members’ or managers’, as the case may be, meetings appropriate to authorize all corporate or entity action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and intercompany transaction accounts. Regular stockholders’ or other owners’ and directors’, partners’, members’ or managers’, as the case may be, meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer board of directors or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller other governing body shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, “Independent Director” shall mean any member of the Seller shall advance funds to board of directors or partner, member or manager, as the Sellercase may be, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any guarantyAffiliate of such Transferor, which Affiliate is not a special purpose bankruptcy remote entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose bankruptcy remote entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, Amended and Restated Pooling Agreement 62 with commercial banking institutions. The institutions and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than the corporate use uses of the Seller andCompany, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of any Seller or any Subsidiary or Affiliate of any Seller; (ii) To the Seller shall not be commingled with those of extent that it shares the same officers or other employees as any of its stockholders or Affiliates., the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Company and any of its Affiliates Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of each Seller and its Affiliates (but which may be located at the same address as one of the Sellers or one of the Sellers' Amended and Restated Pooling Agreement 63 Affiliates). To the extent that the Company and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (v) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vi) Conduct its affairs strictly in accordance with its certificate articles of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate Not assume or guarantee any of the Seller shall be appointed to act as its agentliabilities of any Seller, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.any Servicer or any Affiliate thereof; and (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds toTake, or guaranty debts ofrefrain from taking, as the Seller; provided case may be, all other actions that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital are necessary to assure that the Seller has “substantial assets” as described be taken or not to be taken in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. order to (x) Not enter into any guaranty, or otherwise become liable, ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to any obligation of any of its Affiliates. the Company and (xiy) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles those procedures described in such provisions which are applicable to the Company. Amended and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.Restated Pooling Agreement 64

Separate Corporate Existence. The Seller shall: (ia) Maintain Except as set forth in full effect its existencethe Transaction Documents, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and ensure that the funds of the Seller Company will not be diverted to any other Person or for other than corporate uses of the corporate use Company, nor will such funds be commingled with the funds of a Seller or any Subsidiary or Affiliate of a Seller provided that the foregoing restriction shall not preclude the Company from lending its excess cash balances to a Seller or any Subsidiary or Affiliate of the Seller and, except as for investment (which may be expressly permitted include inter-Affiliate loans made by this Agreement, the funds Seller or any Subsidiary or Affiliate of the Seller) on a pooled basis as part of the cash management system maintained by a Seller shall not be commingled with those for its consolidated group so long as all such transactions are properly reflected on the books and records of the Company and the Sellers (and any Subsidiary or Affiliate of its Affiliates.the Sellers, if applicable); (iiib) To the extent that it shares the Seller same officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (c) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller Company and any of its Affiliates Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-arm’s length basis.; (ivd) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and their Affiliates (but which may be located at the same address as a Seller or one of a Seller’s Affiliates). To the extent that the Company and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (ve) Issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (f) Conduct its affairs strictly in accordance with its certificate of incorporation organizational documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ , meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually.; (vig) Ensure Not assume or guarantee any of the liabilities of the Sellers, the Servicer or any Affiliate thereof; and (h) Take, or refrain from taking, as the case may be, all other actions that decisions are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to its business the Company and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Sellery) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely comply with those procedures described in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds such provisions which are applicable to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2)Company. (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights Transferor and franchises as a corporation under IKON Capital ---------------------------- hereby acknowledge that the laws of Transferee and the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate Agent are entering into the transactions contemplated hereby. (ii) Maintain its own deposit account or accountsby this Agreement in reliance upon the Transferor's identity as a legal entity separate from the other Affiliated Parties. Therefore, Transferor and IKON Capital shall take the steps described in this Section 7.04 and any other steps that the Agent reasonably requests to continue ------------ the Transferor's identity as such a separate legal entity and to make it apparent to third Persons that the Transferor is an entity with assets and liabilities distinct from those of any of its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with Affiliated Parties and those of any of its Affiliates. (iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, and not a division of the costs incurred other Affiliated Parties or any other Person: (a) The Transferor will be a limited purpose corporation whose primary activities are restricted in so doing its articles of incorporation to accepting transferred Receivables from IKON Capital, entering into agreements for the servicing of such Receivables, transferring undivided interests in the Receivables, and conducting such other activities as it reasonably deems necessary or appropriate to carry out its primary activities and entering into similar arrangements with other Persons; (b) No director or officer of the Transferor shall at any time serve as a trustee in bankruptcy for any other Affiliated Party; (c) Any employee, consultant or agent of the Transferor will be paid by the Manager for services provided to the Transferor, which payment shall be fairly allocated charged to or among Transferor's account, except as provided in this Agreement in respect of the Seller Servicing Fee and such entities in the Old Line Agreement for whose benefit the goods servicing fee paid thereunder. The Transferor will engage no agents other than a Servicer for the Receivables, which Servicer (if an Affiliated Party) will be fully compensated for its services to the Transferor by payment of the Servicing Fee and services are providedthe servicing fee paid under the Old Line Agreement, and the Seller and each such entity Manager pursuant to the Management Agreement, which Manager's fees shall bear not exceed $10,000 in any calendar year; (d) The Transferor's operating expenses will not be paid by any other Affiliated Party; (e) The Transferor will have its fair share own separate mailing address, stationery and, if used, bank checks and, if it uses premises leased, owned or occupied by any other Affiliated Party, its portion of such costs. All material transactions between the Seller premises will be defined and any of its Affiliates shall be only on an arm’s-length basis.separately identified; (ivf) Maintain a principal executive The Transferor's books and administrative office through which its business is conducted and a telephone number separate records will be maintained separately from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director.every other Affiliated Party; (vg) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation Any financial statements of any of its Affiliates. (xi) Ensure other Affiliated Party which are consolidated to include the Transferor will contain detailed notes clearly stating that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor's assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors which will be entitled to be satisfied out of the Transferor's assets prior to any value in the Transferor becoming available to the Transferor's equity holders; (h) The assets of the Transferor will be maintained in a manner that facilitates their identification and reasonably expects to survive as a stand-alone entity, independent of financial assistance segregation from those of any entity not contemplated by the Transaction Documents; other Affiliated Party; (Ci) the Seller shall at all times have The Transferor will strictly observe corporate formalities in its own telephone number separate from that of ABDC; (D) neither the dealings with each other Affiliated Party, and funds or other assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Transferor will not be able commingled or pooled with those of any other Affiliated Party; (j) The Transferor shall not maintain joint bank accounts with any other Affiliated Party or other depository accounts to repay which any other Affiliated Party (other than IKON Capital in its capacity as Servicer) has independent access; (k) The Transferor shall not, directly or indirectly, be named and shall not enter into any agreement to be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any other Affiliated Party; (l) The Transferor will maintain arm's length relationships with each other Affiliated Party. Any other Affiliated Party which renders or otherwise furnishes services or merchandise to the Transferor will be compensated by the Transferor at its maturitymarket rates for such services or merchandise; and (m) Neither the Transferor, on the one hand, nor any other Affiliated Party, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.

Separate Corporate Existence. The Seller shall:: ---------------------------- (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than corporate uses of Seller except for dividends allowed under Section ------- 2.5(m). ------ (ii) Ensure that, to the corporate use of extent that it shares the Seller and, except same officers or other employees as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions (other than this Agreement and the Receivables Purchase Agreement) between the Seller and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times To the extent that Seller and any of its stockholders or Affiliates have offices in the same location, there shall be a Board fair and appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Directorsuch expenses. (v) Conduct its affairs strictly in accordance with its certificate Certificate of incorporation Incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to Conduct its own business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Sellerin its own name. (vii) Act solely in its own corporate name Use separate stationary, invoices and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationerychecks. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held Hold itself out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturityentity.

Separate Corporate Existence. The Seller Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company or corporation under the laws of the state of its organization or incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Trust Agreement and each Transaction Document any Receivables Purchase Agreement to which it is a party and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain Except as provided herein, maintain its own deposit account or accounts, separate from those of any Affiliate of its Affiliatessuch Transferor, with commercial banking institutions. The funds of the Seller such Transferor will not be diverted to any other Person or for other than the corporate use of the Seller such Transferor, and, except as may be expressly permitted by this AgreementAgreement or any Receivables Purchase Agreement to which it is a party, the funds of the Seller such Transferor shall not be commingled with those of any Affiliate of its Affiliatessuch Transferor or any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its partners, members, managers, stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its partners, members, managers, stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller such Transferor and any of its partners, members, managers, stockholders or Affiliates shall be only on an arm’sarm's-length basisbasis and shall receive the approval of such Transferor's Board of Directors, partners, members, managers or other governing body including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members, stockholders and Affiliates. At all times have a Board To the extent that such Transferor and any of Directors consisting of three its members, at least one member stockholders or Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of which is an Independent Directoroverhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vvi) Conduct its affairs strictly in accordance with its certificate of incorporation or other certificate of formation, as the case may be, and observe all necessary, appropriate and customary corporate formalitiesformalities (or such formalities appropriate to the entity), including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' or partners', members' or managers', as the case may be, meetings appropriate to authorize all corporate or entity action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ ' or other owners' and directors’ ', partners', members' or managers', as the case may be, meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vivii) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer board of directors or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller other governing body shall at all times use its own stationery. include at least one Independent Director (viii) Ensure that no Affiliate for purposes hereof, "Independent Director" shall mean any member of the Seller shall advance funds to board of directors or partner, member or manager, as the Sellercase may be, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as such Transferor that is otherwise provided herein or in not and has not at any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. time been (x) Not enter into an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any guarantyAffiliate of such Transferor which Affiliate is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or otherwise become liable, with respect to any obligation (z) a member of the immediate family of any of its Affiliatesthe foregoing). (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of its AffiliatesAffiliate, with commercial banking institutions. The institutions and use its commercially reasonable efforts to ensure that the funds of the Seller Transferor will not be diverted to any other Person or for other than the corporate use uses of the Seller andTransferor and that, except as may be expressly permitted contemplated by this Agreement, the Section 6.02(b) such funds of the Seller shall will not be commingled with those the funds of any Seller or any Subsidiary or Affiliate of the Sellers; (ii) To the extent that it shares the same officers or other employees as any of its stockholders or Affiliates., fairly allocate among such entities the salaries of and the expenses related to providing benefits to such officers and other employees, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any of its stockholders or Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate among such entities the Seller costs incurred in so doing, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and or services are provided, and the Seller and each such entity shall bear its fair share of such costs. All ; (iv) Enter into all material transactions between the Seller Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s-arm's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Sellers and any Affiliates of the Sellers. To the extent that the Transferor and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and Affiliates. At all times have a Board appropriate allocation of Directors consisting overhead costs among them, and each such entity shall bear its fair share of three members, at least one member of which is an Independent Director.such expenses; (vvi) Issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vii) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ ' and directors’ ' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.; (viii) Ensure that no Affiliate Not assume or guarantee any of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate liabilities of the Seller will otherwise supply funds to, Sellers or guaranty debts of, the Seller; provided that an any Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2).thereof; (ix) Other than organizational expenses Take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and as expressly provided herein, pay all expenses, indebtedness factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and other obligations incurred by it.correct with respect to the Transferor and (y) comply with those procedures described in such provisions which are applicable to the Transferor; (x) Not enter into Take such actions as are necessary to ensure that not less than one member of Transferor's Board of Directors shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of the Collection Agent or any guarantyof its Affiliates (other than an Independent Director of MTSPC, Inc.) (the "Independent Direc- tors"). The certificate of incorporation of the Transferor shall provide that (i) at least one member of the Transferor's Board of Directors shall be an Independent Director, (ii) the Transferor's Board of Directors shall not approve, or otherwise become liabletake any other action to cause the filing of, a voluntary bankruptcy petition with respect to any obligation the Transferor unless a unanimous vote of any the Transferor's Board of its Affiliates.Directors (which vote shall include the affirmative vote of each Independent Director) shall approve the taking of such action in writing prior to the taking of such action and (iii) the provisions requiring an independent director and the provision described in clauses (i) and (ii) of this paragraph (b) cannot be amended without the prior written consent of each Independent Director; (xi) Ensure Take such actions as are necessary to ensure that no Independent Director shall at any financial reports required of time serve as a trustee in bankruptcy for the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, Transferor or any reports prepared for any of its Affiliates.Affiliate thereof; (xii) Ensure Take such actions as are necessary to ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate books of incorporationaccount, financial reports and corporate records of the Transaction Documents Transferor will be maintained separately from those of the Parent and this Agreement.each other Affiliate of the Transferor; (xiii) Take such action actions as are necessary to ensure that: that any financial statements of Parent or Affiliate thereof which are consolidated to include the Transferor will contain detailed notes clearly stating that (A) all of the Seller is solvent, including, without limitation, that it has not been rendered insolvent Transferor's assets are owned by the actions contemplated by the Transaction Documents; Transferor, and (B) the Seller intends Transferor is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Transferor's assets prior to any value in the Transferor becoming available to the Transferor's equity holders; and reasonably expects the accounting records and the published financial statements of the Sellers will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to survive the Transferor; (xiv) Take such actions as are necessary to ensure that the Transferor's assets will be maintained in a stand-alone entitymanner that facilitates their identification and segregation from those of the Parent, independent the Sellers and other Affiliates of financial assistance the Parent; (xv) Take such actions as are necessary to ensure that no Affiliates of the Transferor shall, directly or indirectly, name the Transferor or enter into any agreement to name the Transferor a direct or contingent beneficiary or loss payee or any insurance policy covering the property of any entity not contemplated by the Transaction Documentssuch Affiliate; and (Cxvi) the Seller shall at all times have its own telephone number separate from Take such actions as are necessary to ensure that of ABDC; (D) neither the assets nor the creditworthiness no Affiliate of the Seller is held Transferor will be, nor will hold itself out as being available to be, responsible for the payment debts of the Transferor or the decisions or actions in respect of the daily business and affairs of the Transferor. The Transferor will immediately correct any liability of ABDC; (E) each of ABDC known misrepresentation with respect to the foregoing, and the Seller operates as a separate legal entity Transferor and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it Affiliates will not be able operate or purport to repay at its maturityoperate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Separate Corporate Existence. The Seller shall: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (iia) Maintain its own deposit account or accounts, separate from those of any of the Buyer and ensure that its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller andBuyer, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of the Seller shall not be commingled with those of any of its Affiliates.Buyer; (iiib) To the extent that it shares any officers or other employees with the Seller Buyer, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among it and the Buyer, and it and the Buyer shall bear their fair shares of the salary and benefit costs associated with all such common officers and employees; (c) To the extent that it jointly contracts with the Buyer to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly between it and the Buyer and it and the Buyer shall bear their fair shares of such costs. To the extent that it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Buyer, the costs incurred in so doing shall be fairly allocated between it and the Buyer in proportion to or among the Seller and such entities for whose benefit of the goods and or services are each is provided, and it and the Seller and each such entity Buyer shall bear its their fair share shares of such costs. All material transactions between it and the Seller and any of its Affiliates Buyer, whether currently existing or hereafter entered into, shall be only on an arm’s-arm's length basis.; (ivd) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of the Buyer (but which may be located at the same address as the Buyer). To the extent that it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its stockholders and Affiliates. At all times have a Board fair share of Directors consisting of three members, at least one member of which is an Independent Director.such expenses; (ve) Conduct its affairs strictly in accordance with its certificate Issue financial statements separate from any financial statements issued by the Buyer; (f) Not assume or guarantee any of incorporation and observe the liabilities of the Buyer; and (g) Take, or refrain from taking, as the case may be, all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents other actions that are necessary to authorize actions be taken or not to be taken, taken in order (x) to ensure that the assumptions and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents factual recitations set forth in lieu thereof) shall be held at least annually. (vi) Ensure that decisions the opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ delivered pursuant to the Schedule of Documents with respect to its business issues of substantive consolidation and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employeetrue-sale and absolute transfer, officer or director of an Affiliate of the Seller) remain true and shall not be dictated by an Affiliate of the Seller. (vii) Act solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, correct with respect to any obligation of any of it (and, to the extent within its Affiliates. control, to ensure that the assumptions and factual recitations set forth in such opinions remain true and correct with respect to the Buyer) and (xiy) Ensure that any financial reports required of the Seller shall to comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliatesthose procedures described in such provisions that are applicable to it. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller Borrower shall: (i) Maintain Except as set forth in full effect the Transaction Documents, maintain its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit account or accounts, separate from those of any of Affiliate and ensure that its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller andAffiliate, except as may nor will such funds be expressly permitted by this Agreement, commingled with the funds of any Affiliate (ii) To the Seller extent that it shares any officers or other employees with any Affiliate, the salaries of and the expenses related to providing benefits to such officers and other employees shall not be commingled fairly allocated among it and such Affiliate, and it and such Affiliate shall bear their fair shares of the salary and benefit costs associated with those of any of its Affiliates.all such common officers and employees; (iii) To the extent that it jointly contracts with any Affiliate to do business with vendors or service providers or to share overhead expenses, the Seller costs incurred in so doing shall be allocated fairly between it and such Affiliate and it and such Affiliate shall bear their fair shares of such costs. To the extent that it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personan Affiliate, the costs incurred in so doing shall be fairly allocated to or among the Seller between it and such entities for whose Affiliate in proportion to the benefit of the goods and or services are each is provided, and the Seller it and each such entity Affiliate shall bear its their fair share shares of such costs. All material transactions between the Seller it and any of its Affiliates an Affiliate, whether currently existing or hereafter entered into, shall be only on an arm’s-arm’s length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number space separate from those the office space of any Affiliate (but which may be located at the same address as an Affiliate). To the extent that it and any Affiliate have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its stockholders and Affiliates. At all times have a Board fair share of Directors consisting of three members, at least one member of which is an Independent Director.such expenses; (v) Issue financial statements separate from any financial statements issued by any Affiliate; (vi) Conduct its affairs strictly in accordance with its certificate of incorporation organizational documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all corporate company action, keeping separate and accurate minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions with respect to its business and daily operations shall be independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller.; (vii) Act solely Except as set forth in its own corporate name and through its own authorized officers and agentsthe Transaction Documents, and no Affiliate not assume or guarantee any of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery.liabilities of any Affiliate; and (viii) Ensure Take, or refrain from taking, as the case may be, all other actions that no Affiliate of are necessary to be taken or not to be taken in order (x) to ensure that the Seller shall advance funds assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the Sellerextent within its control, other than (i) capital contributions from ABDC, made to enable ensure that the Seller to pay assumptions and factual recitations set forth in the purchase price of Receivables or (ii) as is otherwise provided herein or in any Transaction Document, Specified Bankruptcy Opinion Provisions remain true and no Affiliate of the Seller will otherwise supply funds to, or guaranty debts of, the Seller; provided that an Affiliate of the Seller may provide funds correct with respect to the Seller in connection Company) and (y) to comply with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as those procedures described in Treasury Regulation Section 301.7701-2(d)(2).such provisions that are applicable to it; and (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred Ensure that no action is taken by it. the Borrower or any Affiliate which would or may result in (x) Not enter into any guaranty, member of the Stamp Duty Group ceasing to be associated with any other member or otherwise become liable, with respect members of the Stamp Duty Group for the purposes of Section 42 Finance Act 1930 or (y) the provisions of Section 27 Finance ▇▇▇ ▇▇▇▇ applying to any obligation transfer of any of its Affiliates. (xi) Ensure that any financial reports required UK Receivables made between members of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its AffiliatesStamp Duty Group. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solvent, including, without limitation, that it has not been rendered insolvent by the actions contemplated by the Transaction Documents; (B) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times have its own telephone number separate from that of ABDC; (D) neither the assets nor the creditworthiness of the Seller is held out as being available for the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.

Separate Corporate Existence. The Seller shallCompany ---------------------------- hereby acknowledges that Lender, the Liquidity Banks and the Administrator, are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Company's identity as a legal entity separate from AnnTaylor. Therefore, from and after the date hereof, the Company shall take all steps specifically required by this Agreement or by the Lender or Administrator to continue the Company's identity as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of Servicer, AnnTaylor and any other Person, and is not a division of Servicer, AnnTaylor or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, the Company shall take such actions as shall be required in order that: (ia) Maintain The Company will be a limited purpose corporation whose primary activities are restricted in full effect its existencecertificate of incorporation to purchasing or otherwise acquiring from AnnTaylor, rights owning, holding, granting security interests, or selling interests, in Receivables, Contracts, Related Security and franchises as a corporation under Collections from AnnTaylor, entering into agreements for the laws servicing and financing of the state of its incorporation Receivables Pool, entering into interest rate agreements, spread account agreements and will obtain similar documents and preserve its qualification to do business in each jurisdiction in which conducting such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement activities as it deems necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.carry out its primary activities; (iib) Maintain its own deposit account Not less than one member of the Company's Board of Directors (the "Independent Director") shall be an -------------------- individual who is not a direct, indirect or accountsbeneficial stockholder, separate from those officer, director, employee, affiliate, associate, or supplier of the Company or any of its Affiliates, with commercial banking institutions. The funds certificate of incorporation of the Seller will not be diverted to any other Person or for other than Company shall provide that (i) the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates. (iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Company's Board of Directors consisting of three membersshall not approve, at least one member of which is an Independent Director. (v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessaryor take any other action to cause the filing of, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually. (vi) Ensure that decisions a voluntary bankruptcy petition with respect to its business and daily operations the Company unless the Independent Director shall be independently made by approve the Seller (although the officer making any particular decision may also be an employee, officer or director taking of an Affiliate of the Seller) and shall not be dictated by an Affiliate of the Seller. (vii) Act solely such action in its own corporate name and through its own authorized officers and agents, and no Affiliate of the Seller shall be appointed to act as its agent, except as expressly contemplated by this Agreement. The Seller shall at all times use its own stationery. (viii) Ensure that no Affiliate of the Seller shall advance funds writing prior to the Seller, other than (i) capital contributions from ABDC, made to enable the Seller to pay the purchase price taking of Receivables or such action and (ii) such provision cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as is otherwise a trustee in bankruptcy for the Company, AnnTaylor or any Affiliate thereof; (d) Any employee, consultant or agent of the Company will be compensated from the Company's funds for services provided herein or in any Transaction Documentto the Company. The Company will engage no agents other than its attorneys, auditors and other professionals, and no Affiliate a servicer for the Receivables Pool, which servicer will be fully compensated for its services to the Company by payment of the Seller Servicer's Fee; (e) The Company will contract with Servicer to perform for the Company all operations required on a daily basis to service the Receivables Pool. The Company will pay Servicer the Servicer's Fee pursuant hereto. The Company will not incur any material indirect or overhead expenses for items shared between the Company and AnnTaylor (or any other Affiliate thereof) which are not reflected in the Servicer's Fee. To the extent, if any, that the Company and AnnTaylor (or any other Affiliate thereof) share items of expenses not reflected in the Servicer's Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise supply funds toon a basis reasonably related to the actual use or the value of services rendered, or guaranty debts ofit being understood that AnnTaylor shall pay all expenses relating to the preparation, the Seller; provided that an Affiliate negotiation, execution and delivery of the Seller may provide funds to the Seller in connection with the capitalization of the Seller, including the provision of capital necessary to assure that the Seller has “substantial assets” as described in Treasury Regulation Section 301.7701-2(d)(2). (ix) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it. (x) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any of its Affiliates. (xi) Ensure that any financial reports required of the Seller shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. (xii) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation, the Transaction Documents and this Agreement. (xiii) Take such action to ensure that: (A) the Seller is solventDocuments, including, without limitation, that it has legal, agency and other fees; (f) The Company's operating expenses will not been rendered insolvent be paid by the actions contemplated by the Transaction Documents; AnnTaylor or any other Affiliate thereof; (Bg) the Seller intends to and reasonably expects to survive as a stand-alone entity, independent of financial assistance of any entity not contemplated by the Transaction Documents; (C) the Seller shall at all times The Company will have its own telephone number separate post office box and stationery; (h) The Company's books and records will be maintained separately from those of AnnTaylor and any other Affiliate thereof; (i) All financial statements of AnnTaylor or any Affiliate thereof that of ABDC; are consolidated to include the Company will contain detailed notes clearly stating that (DA) neither the assets nor the creditworthiness all of the Seller is held out as being available for Company's assets are owned by the payment of any liability of ABDC; (E) each of ABDC and the Seller operates as a separate legal entity and not as a division or department thereof; (F) the Seller does not engage in or expect to engage in business for which its remaining property represents an unreasonably small capitalization; and (G) the Seller does not intend to incur nor does it believe it will incur indebtedness that it will not be able to repay at its maturity.Company, and