Common use of Special Purpose Entity Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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