Common use of Separate Business Clause in Contracts

Separate Business. Unless the Bank is serving as Transferor, the Transferor, shall at all times (i) to the extent the Transferor's office is located in the offices of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc., pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., (ii) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Xxc., or its Affiliates (except for other bankruptcy remote single purpose entities) or of any major creditor of Profxxxx'x, Xxc. or its Affiliates and are persons who are familiar and have experience with asset securitization, (iii) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records separate from those of Profxxxx'x, Xxc. or any other entity, (iv) not commingle the Transferor's assets with those of Profxxxx'x, Xxc. or any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (v) act solely in its corporate name and through its own authorized officers and agents, (vi) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (vii) separately manage the Transferor's liabilities from those of Profxxxx'x, Xxc. or any Affiliates of Profxxxx'x, Xxc. and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. may pay the organizational expenses of the Transferor, and (viii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc., (iii) not lend funds or extend credit to Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of Profxxxx'x, Xxc., or any Affiliates of Profxxxx'x, Xxc., and (v) not own the stock of, or any other beneficial interest in, any subsidiaries or any other entity. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as in effect on the date hereof, provided such certificate or articles may be amended or changed subject only to the Rating Agency Condition.

Separate Business. Unless the Bank is serving as Transferor, the Transferor, The Transferor shall at all times (ia) to the extent the Transferor's ’s office is located in the offices of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc.Parent Group Member, pay fair market rent for its executive office space located in the 36 offices of Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc.such Parent Group Member, (iib) have at all times at least two members one member of its board of directors who are which is not andand has never been an employee, within the immediately preceding two (2) years, have not been employees, officers officer or directors director of Profxxxx'x, Xxc., or its Affiliates (except for other bankruptcy remote single purpose entities) any Parent Group Member or of any major creditor of Profxxxx'x, Xxc. or its Affiliates any Parent Group Member and are persons is a person who are familiar is and have has experience with asset securitization, (iiic) maintain the Transferor's ’s books, financial statements, accounting records and other corporate documents and records separate from those of Profxxxx'x, Xxc. any Parent Group Member or any other entity, (ivd) not commingle the Transferor's ’s assets with those of Profxxxx'x, Xxc. any Parent Group Member or any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (ve) act solely in its corporate name and through its own authorized officers and agents, (vif) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (viig) separately manage the Transferor's ’s liabilities from those of Profxxxx'x, Xxc. or any Affiliates of Profxxxx'x, Xxc. the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. the Seller may pay the organizational expenses of the Transferor, and (viiih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the The Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc.Parent Group Member, (iii) not lend funds or extend credit to Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., Parent Group Member except pursuant to a the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, thereunder and (iv) not guarantee the liabilities of Profxxxx'x, Xxc., or any Affiliates of Profxxxx'x, Xxc., and (v) not own the stock of, or any other beneficial interest in, any subsidiaries or any other entityParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles Certificate of incorporation Incorporation as in effect on the date hereofClosing Date. The Transferor shall, provided such certificate or articles may be amended or changed subject only in addition to the Rating Agency Conditionforegoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the closing or initial Transfer under this Agreement and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

Separate Business. Unless the Bank is serving as Transferor, the Transferor, shall at all times (i) to the extent the Transferor's ’s office is located in the offices of Profxxxx'x, Xxc. the Company or any Affiliate of Profxxxx'x, Xxc., the Company pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc.the Company, or any Affiliate of Profxxxx'x, Xxc.the Company, (ii) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Xxc.the Company, or its Affiliates (except for other bankruptcy remote single purpose entities) or of any major creditor of Profxxxx'x, Xxc. the Company or its Affiliates and are persons who are familiar and have experience with asset securitization, or the Transferor shall have a class of preferred stock held by a Person not an Affiliate of the Company, which preferred stock must unanimously consent to the Transferor instituting proceedings to be adjudicated insolvent or consent to the institution of any bankruptcy or insolvency case or proceedings against the Transferor or file or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, or sequestrator (or other similar official) of the Transferor or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action, (iii) maintain the Transferor's ’s books, financial statements, accounting records and other corporate documents and records separate from those of Profxxxx'x, Xxc. the Company or any other entity, (iv) not commingle the Transferor's ’s assets with those of Profxxxx'x, Xxc. the Company or any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (v) act solely in its corporate name and through its own authorized officers and agents, (vi) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (vii) separately manage the Transferor's ’s liabilities from those of Profxxxx'x, Xxc. the Company or any Affiliates of Profxxxx'x, Xxc. the Company and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. the Company may pay the organizational expenses of the Transferor, and (viii) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of Profxxxx'x, Xxc. the Company or any Affiliate of Profxxxx'x, Xxc.the Company, (iii) not lend funds or extend credit to Profxxxx'x, Xxc.the Company, or any Affiliate of Profxxxx'x, Xxc.the Company, except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of Profxxxx'x, Xxc.the Company, or any Affiliates of Profxxxx'x, Xxc.the Company, and (v) not own the stock of, or any other beneficial interest in, any subsidiaries or any other entity. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as in effect on the date hereof, provided such certificate or articles may be amended or changed subject only to the Rating Agency Condition.”

Separate Business. Unless the Bank is serving as Transferor, the Transferor, shall at all times (ia) to the extent the Transferor's office is located in the offices of Profxxxx'x, Xxc. or any Affiliate of Profxxxx'x, Xxc., pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., (iib) have at all times at least two members of its board of directors who are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Xxc.Inc., or its Affiliates (except for other bankruptcy remote single purpose entities) any Affiliate of Profxxxx'x, Xxc. or of any major creditor of Profxxxx'x, Xxc. or its Affiliates any Affiliate of Profxxxx'x, Xxc. and are persons who are familiar and have experience with asset securitization, (iiic) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records separate from those of Profxxxx'x, Xxc. or any other entity, (ivd) not commingle the Transferor's assets with those of Profxxxx'x, Xxc. or any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (ve) act solely in its corporate name and through its own authorized officers and agents, (vif) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (viig) separately manage the Transferor's liabilities from those of Profxxxx'x, Xxc. or any Affiliates of Profxxxx'x, Xxc. and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. may pay the organizational expenses of the Transferor, and (viiih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of Profxxxx'x, Xxc. Inc. or any Affiliate of Profxxxx'x, Xxc., (iii) not lend funds or extend credit to Profxxxx'x, Xxc., or any Affiliate of Profxxxx'x, Xxc., except pursuant to a Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee the liabilities of Profxxxx'x, Xxc., or any Affiliates of Profxxxx'x, Xxc., and (v) not own the stock of, or any other beneficial interest in, any subsidiaries or any other entity. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles of incorporation as in effect on the date hereof, provided such certificate or articles may be amended or changed subject only to the Rating Agency ConditionConditions.

Separate Business. Unless the Bank is serving as Transferor, the Transferor, The Transferor shall at all times (ia) to the extent the Transferor's office is located in the offices of Profxxxx'x, Xxc. Pxxxxxxx'x or any Affiliate of Profxxxx'x, Xxc.Pxxxxxxx'x, pay fair market rent for its executive office space located in the offices of Profxxxx'x, Xxc., Pxxxxxxx'x or any Affiliate of Profxxxx'x, Xxc.Pxxxxxxx'x, (iib) have at all times at least two members of its board of directors who which are not and, within the immediately preceding two (2) years, have not been employees, officers or directors of Profxxxx'x, Xxc., Pxxxxxxx'x or its Affiliates (except for other bankruptcy remote single purpose entities) any Affiliate of Pxxxxxxx'x or of any major creditor of Profxxxx'x, Xxc. Pxxxxxxx'x or its Affiliates any Affiliate of Pxxxxxxx'x and are persons who are familiar and have experience with asset securitization, (iiic) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records separate from those of Profxxxx'x, Xxc. Pxxxxxxx'x or any other entity, (ivd) not commingle the Transferor's assets with those of Profxxxx'x, Xxc. Pxxxxxxx'x or any other entity, except to the extent otherwise permitted hereunder or for not longer than two (2) Business Days after any Seller receives payments on Accounts as a result of in-store payments by Obligors or that have otherwise been received by Sellers on other Accounts sold to the Transferor and then transferred to the Trust, (ve) act solely in its corporate name and through its own authorized officers and agents, (vif) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (viig) separately manage the Transferor's liabilities from those of Profxxxx'x, Xxc. Pxxxxxxx'x or any Affiliates of Profxxxx'x, Xxc. Pxxxxxxx'x and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Profxxxx'x, Xxc. Pxxxxxxx'x may pay the organizational expenses of the Transferor, and (viiih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. Except as provided herein or in the Receivables Purchase Agreements the The Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of Profxxxx'x, Xxc. Pxxxxxxx'x or any Affiliate of Profxxxx'x, Xxc.Pxxxxxxx'x, (iii) not lend funds or extend credit to Profxxxx'x, Xxc., Pxxxxxxx'x or any Affiliate of Profxxxx'x, Xxc., Pxxxxxxx'x except pursuant to a the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder, (iv) not guarantee guaran- tee the liabilities of Profxxxx'x, Xxc., Pxxxxxxx'x or any Affiliates of Profxxxx'x, Xxc., Pxxxxxxx'x and (v) not own the stock of, or any other beneficial interest in, any subsidiaries or any other entity. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate or articles Certificate of incorporation Incorporation as in effect on the date hereof, provided such certificate or articles may be amended or changed subject only to the Rating Agency ConditionClosing Date.