Common use of Special Purpose Entity Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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