Common use of Conduct of Operations Clause in Contracts

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, except that the Company will not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 and (B) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement), and all rights conferred upon the Member herein are granted subject to this reservation. (a) The Company will at all times; (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable for the debts of another; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in the Company), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (b) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (c) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (d) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 and (B) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable for the debts of another; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in the Company)) unless the holders thereof, or sell or transfer any assets to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) This Section 2.8 is being adopted to comply with certain provisions required in order to qualify the Company as a “special purpose entity”. (b) Notwithstanding any other provision of this Agreement and any provision of Applicable Law law that otherwise so empowers the Company, any Series, the Member, the Administrator, any Officer, any Holder or any other Person, so long as any Undertaking is outstanding, none of the Member, the Administrator, any Officer, any Holder or any other Person shall be authorized or empowered on behalf of the Company will or any Series to, nor shall they permit the Company or any Series to, and the Company and each Series shall not, without the prior unanimous written consent of the Administrator and all Independent Managers, take any Material Action, provided, however, that so long as any Undertaking is outstanding the Administrator may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity and all such Independent Managers have consented to such action. (c) Notwithstanding any other provision of this Agreement and any provision of applicable law that otherwise so empowers the Company (on its own behalf or on behalf of or with respect to any Series) or any Series, neither the Company nor any Series may, without unanimous consent of the Administrator and all Independent Managers, do any of the followingfollowing so long as any Undertaking is outstanding: (i) engage in guarantee or become obligated for the debts of any activity other than a Permitted TransactionPerson, including any Affiliate; (ii) become create, incur or remain liable, directly or contingently, in connection with assume any indebtedness or other liability of any other Persontransactions entered into in connection therewith, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, each case except in connection accordance with this Agreement, any Permitted Agreements and any Permitted Transactions; (iii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under this Agreement, any Permitted Agreement and any Permitted Transactions; (iv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions; provided, except however, that the Company (on its own behalf or on behalf of or with respect to any Series) and each Series will not be prohibited under this clause (a)(iiiiv) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions or to the Companyany Holder; (ivv) enter into any transaction or merger of merger, conversion or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of a state of the State of DelawareUnited States, (ii) expressly assumes in writing all of the Company’s obligations under the Basic Titling Company Documents and (iii) is governed under a charter document containing provisions substantially identical similar in all material respects to Section 2.4 and this Section 2.7 2.8; (B) such merger, conversion, consolidation or sale of assets will not conflict with this Agreement; and (BC) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party, including any agreement or other document pursuant to which any Security has been issued; (vvi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document Certificate, any Notice of Registered Pledge or any other any documents relating to a Permitted Transaction; and (vivii) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement), and all rights conferred upon the Member herein are granted subject to this reservation2.8. (ad) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (Ax) the activities and affairs of the Company are at all times managed by or under the direction of the BoardAdministrator, (By) the Board will have Administrator has duly authorized all actions requiring such authorization and, and (Cz) when required by Applicable Law applicable law or by this Agreement, the Company will have has obtained the proper authorization for action from the Member, and, where applicable, each Independent Manager; (iv) maintain or cause to be maintained the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof of the Member or any other Person; (v) not commingle the assets of the Titling Company Assets with those of the Member or any Affiliate thereof of the Member (except other than in connection with the Permitted TransactionsTransactions (but only to the extent permitted by the related Permitted Agreements) or in connection with the performance by NMAC (or any Affiliate of NMAC) of its obligations as Servicer or as custodian with respect to any Series Interest to the extent permitted by the applicable Servicing Agreement or custody agreement); (vi) not hold itself out as being liable for the debts of anotherany other Person; (vii) maintain its bank accounts, accounts and books of account and payroll (if any) separate from those of its Affiliates, the Holders, the Member or any of the Member’s Affiliates or any other Person Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Holders, the Member and any of the Member’s Affiliates or any other PersonPerson (other than in connection with the performance of any Servicer or custodian of its obligations with respect to any Series Interest to the extent permitted by the applicable Servicing Agreement or custody agreement); (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and and, except as expressly provided herein, pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member Member, the Administrator, any Holder, any Servicer or any Affiliate thereof of any of them may pay certain of the organizational costs of the Company, and the Company will reimburse the Member Member, the Administrator, such Holder, such Servicer or any such Affiliate Affiliate, as the case may be, for its allocable portion of shared expenses paid by the Member or such AffiliatePerson, and (B) the Member Member, the Administrator, any Holder, any Servicer or any Affiliate of any of them may pay reasonable fees and expenses and indemnify provide customary indemnification to parties pursuant to as provided in this Agreement, any Servicing Agreement or any other agreement entered into in connection with the issuance of Securities; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not createissue, incur or assume permit the issuance of, any indebtedness Security or issue enter into, or permit to be entered into, any security (other than limited liability company interest Undertaking, unless such Security or Undertaking contains the provisions described in the CompanySection 4.1(f), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year (g) and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period(h); (xiii) have a sufficient number of Managers and Authorized Officers and other authorized agents to manage its operations; (xiv) not form, acquire or hold any subsidiary; and (xivxv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (be) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its prepare financial statements to be prepared in a manner that indicates the separate existence of the Company and its (and each Series’) assets and liabilities. The Board To the extent permitted by law, until one year and one day after all Securities are paid in full, the Administrator and each Independent Manager will make decisions with respect to the activities and operations of the Company independent of of, and not dictated by by, the Member or any Affiliate thereof (without limiting the right of the Member (without limiting any to exercise its rights exercised by the Member in such capacity under this Agreement or and under the Act). (cf) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, Member in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (dg) The CompanyCompany (on its own behalf and on behalf of or with respect to each Series) and each Series is hereby authorized to execute, by deliver and perform, and the Administrator or through any Authorized OfficerOfficer is hereby authorized to execute and deliver on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and each Series, may enter into and perform the Basic Documents any Titling Company Documents, Dealer Agreements, Permitted Agreements and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including including, without limitation, any other provision of this Section 2.7(a2.8)), any Series Supplement, the Act or Applicable Lawapplicable law. The foregoing authorization is not a restriction on the powers of the Administrator or any Authorized Officer of the Company to enter into other agreements on behalf of the CompanyCompany (on its own behalf and on behalf of or with respect to each Series) and/or any Series.

Conduct of Operations. (a) Notwithstanding any During the Interim Period, other provision of than (i) as expressly required or permitted by this Agreement Agreement, (ii) as required pursuant to applicable Laws, (iii) actions reasonably required to respond appropriately and any provision of Applicable Law that otherwise so empowers prudently to an emergency or a disaster, or (iv) as expressly consented to in writing by the Companyother Party (such consent not to be unreasonably withheld, the Company will not do any conditioned or delayed), each of the followingParties shall, and shall cause each of the Barrick Parties or Newmont Parties, as applicable, to: (X) conduct its business, operations and affairs in respect of its Properties (including with respect to capital expenditures, sales, inventory management (including gold in circuit), and cash distributions) only in the Ordinary Course and in accordance with Good Mining Practice. (b) Without limiting the generality of Section 5.9(a), during the Interim Period, other than (i) as expressly required or permitted by this Agreement, (ii) as required pursuant to applicable Laws, (iii) actions reasonably required to respond appropriately and prudently to an emergency or a disaster, or (iv) as expressly consented to in writing by the other Party (such consent not to be unreasonably withheld, conditioned or delated), neither of the Parties shall, and each Party shall procure that none of the Barrick Parties or Newmont Parties shall, as applicable, directly or indirectly: (i) engage amend or propose to amend the Constating Documents of any Person owning Barrick Contributed Assets or Newmont Contributed Assets in any activity other than a Permitted Transactionmanner that would impair the ability of that Person to consummate the Closing in accordance with the terms hereof or otherwise delay such consummation; (ii) become acquire any Person, business or remain liableassets, directly other than in the Ordinary Course, or contingentlyotherwise undertake acquisitions, in connection with any indebtedness the Area of Interest except as set out in Section 5.9(b)(ii) of the Barrick Disclosure Letter or other liability of any other Personthe Newmont Disclosure Letter, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactionsas applicable; (iii) make sell, transfer, dispose of, lease, encumber, relinquish or suffer to exist abandon any loans Barrick Contributed Assets or advances toNewmont Contributed Assets, except (i) in the Ordinary Course, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition ii) as disclosed in Section 5.9(b)(iii) of the business Barrick Disclosure Letter or assetsNewmont Disclosure Letter, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, except that the Company will not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Companyas applicable; (iv) enter into any transaction Contract which would be a Barrick Material Contract or merger a Newmont Material Contract, as the case may be, if entered into as of the date hereof, or consolidation with amend any Contract that constitutes a Barrick Material Contract or a Newmont Material Contract (v) make or change any material Tax election, adopt or change any method of Tax accounting, enter into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than closing agreement with respect to a Permitted Transactionmaterial amount of Taxes or settle any material Tax claim, unless (A) the entity (if other than the Company) formed as a result of audit or surviving such consolidation or mergerassessment, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delawarein each case, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 and (B) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating with respect to the Company will have occurred and be continuing under any material agreement to which Barrick Contributed Assets or the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement), and all rights conferred upon the Member herein are granted subject to this reservation. (a) The Company will at all times; (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if anyNewmont Contributed Assets, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions)applicable; (vi) (A) incur any indebtedness for borrowed money or other Liability that will constitute a Barrick Assumed Liability or Newmont Assumed Liability, as applicable, other than short-term indebtedness, Liabilities that are incurred in the Ordinary Course (and which are not hold itself indebtedness for borrowed money), letters of credit or sureties in the Ordinary Course, and as set out as being in Section 5.9(b)(vi) of the Disclosure Letter, (B) for each Barrick Party or Newmont Party that owns Barrick Contributed Assets or Newmont Contributed Assets, respectively, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debts obligations of anotherany other Person if such obligation will constitute a Barrick Assumed Liability or a Newmont Assumed Liability, as applicable, or (C) modify the terms of any indebtedness or liability relating to Barrick Contributed Assets or Newmont Contributed Assets other than in the Ordinary Course; (vii) maintain its bank accountsextend any loans or advances that will be a Barrick Contributed Asset or a Newmont Contributed Asset, books as applicable, to any Person or assume or guarantee the liabilities of account and payroll (if any) separate from those of its Affiliatesany person that will constitute a Barrick Assumed Liability or Newmont Assumed Liability, as applicable, other than in the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other PersonOrdinary Course; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely except in the name Ordinary Course, settle, offer or propose to settle, compromise, assign or release any material Proceeding brought against any Barrick Party or Newmont Party, as applicable, in respect of or in connection with the Company;Properties, if the obligations in respect of such settlement, compromise, assignment or release will constitute a Barrick Assumed Liability or Newmont Assumed Liability, as applicable (ix) separately manage its liabilities from those of waive, release or assign any rights or claims material to the Member Barrick Properties or any Affiliate thereof and pay its own liabilitiesthe Newmont Properties, including all administrative expenses, from its own separate assetsas applicable, except that (A) in the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this AgreementOrdinary Course; (x) at all times maintain an arm’s length relationship with grant to any Affiliatesthird party any right or interest in, or Encumbrance (other than a Permitted Encumbrance) over, the Barrick Contributed Assets or the Newmont Contributed Assets; (xi) take such actions as are necessary to ensure that no Independent Manager may at enter into any time serve as agreement creating a trustee joint venture or partnership or effecting a business combination or other similar arrangement with another person in bankruptcy for the Company or respect of any of its Affiliatesthe Barrick Contributed Assets or the Newmont Contributed Assets, as applicable; (xii) not create, incur dispose of or assume permit to lapse any indebtedness or issue material rights to any security (other than limited liability company interest Intellectual Property that would be included in the Company)Barrick Contributed Assets or the Newmont Contributed Assets, or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same periodas applicable; (xiii) have a sufficient number take any action or agree to take any actions that would make any of Managers the representations and Authorized Officers warranties contained herein inaccurate in any material respect at, or as of any time prior to, the Closing Date, or that would impair its ability to manage its operations; andconsummate the Closing in accordance with the terms hereof or delay such consummation; (xiv) maintain adequate capital cause the JV Company to (A) take any action, or engage in light any activities, other than those activities that are necessary to consummate the transaction consummated by this Agreement, or (B) incur or assume any Liabilities, other than the Barrick Assumed Liabilities and the Newmont Assumed Liabilities; or (xv) attempt, resolve or agree to do any of its contemplated business operations; provided, however, that the matters listed in the foregoing shall not require the Member to make any additional capital contribution to the Company. (b) The Company will abide by all limited liability company formalitiesparagraphs, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act)as applicable. (c) Notwithstanding any provision in the provisions of this Agreement Section 5.9, it is understood and agreed that the Barrick Parties shall be permitted to carry out the contrary, Barrick Pre-Closing Transactions and the Company, by or through any Authorized OfficerNewmont Parties shall be permitted to carry out the Newmont Pre-Closing Transactions, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwritereach case, placement agent, initial purchaser for resale or other Person performing similar functions in connection accordance with the issuance of any Securities. (d) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision terms of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the CompanyAgreement.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not may not, without unanimous consent of the Board (including two Independent Managers), do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) create, incur or assume any indebtedness, other than pursuant to any Titling Company Notes, any Enhancement or any transactions entered into in connection therewith, in each case in accordance with this Agreement; (iii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Member or any of its Affiliates or, except in connection with the Permitted Transactions, any other Person, whether by assumption, guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iiiiv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions; provided, except however, that the Company will not be prohibited under this clause (a)(iiia)(iv) from causing a distribution of cash to the Member, and the its Member will not be prohibited under this clause (a)(iii) or to any Holder or from making capital contributions payments with respect to the Companyany Titling Company Notes or any Enhancement; (ivv) enter into any transaction or of merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents this Agreement, all Titling Company Notes and all Titling Company Note Indentures and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 2.9; (B) the Rating Agencies and the trustees with respect to any Securities will have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party, including any Titling Company Note Indenture, or any agreement or other document pursuant to which any Titling Company Note or Security has been issued; (vvi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document Certificate, any Notice of Registered Pledge, any Titling Company Note, any Titling Company Note Indenture or any other any documents relating to a Permitted Transaction; and (vivii) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, 2.8; except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein in this Agreement are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (Ax) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (By) the Board will have has duly authorized all actions requiring such authorization and, and (Cz) when required by Applicable Law or by this Agreement, the Company will have has obtained the proper authorization for action from the its Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof of the Member or any other Person; (v) not commingle the assets of the Titling Company Assets with those of the Member or any Affiliate thereof of the Member (except other than in connection with the Permitted TransactionsTransactions or in connection with the performance by Ford Credit of its obligations as Servicer or as custodian with respect to any Specified Interest); (vi) not hold itself out as being liable for the debts of anotherany other Person, except in connection with the Permitted Transactions; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Holders, the Member or any of the Member’s Affiliates or any other Person Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Holders, the Member and any of the Member’s Affiliates or any other PersonPerson (other than in connection with the performance of any Servicer or custodian of its obligations with respect to any Specified Interest); (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member Member, the Titling Company Administrator, any Holder, any Servicer or any Affiliate thereof of any of them may pay certain of the organizational costs of the Company, and the Company will reimburse the Member Member, the Titling Company Administrator, such Holder, such Servicer or any such Affiliate Affiliate, as the case may be, for its allocable portion of shared expenses paid by the Member or such AffiliatePerson, and (B) the Member Member, the Titling Company Administrator, any Holder, any Servicer or any Affiliate of any of them may pay fees and expenses and indemnify parties pursuant to as provided in this Agreement, any Servicing Agreement or any other agreement entered into in connection with the issuance of Securities; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not createissue, incur or assume permit the issuance of, any indebtedness Security or issue enter into, or permit to be entered into, any security (other than limited liability company interest Undertaking or any Enhancement, unless such Security, Undertaking or Enhancement contains the provisions described in the CompanySection 4.1(e), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year (f) and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period(g); (xiii) operate in such a manner that it would not be substantively consolidated for purpose of applicable bankruptcy laws with any other entity; (xiv) have a sufficient number of Managers and Managers, Authorized Officers and other authorized agents to manage its operations; (xv) not form any subsidiary; and (xivxvi) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its prepare financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The To the extent permitted by law, until one year and one day after all Securities are paid in full, the Board will make decisions with respect to the activities and operations of the Company independent of of, and not dictated by by, the Member or any Affiliate thereof (without limiting the right of the Member (without limiting any to exercise its rights exercised by the Member in such capacity under this Agreement or and under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, Member in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Manager or any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a))Agreement, the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Manager or any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the CompanyTitling Trust, the Company will not Titling Trust may not, without consent of the Holders and notice to the Trustee, do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) create, incur or assume any indebtedness, other than pursuant to any Titling Trust Notes, any Enhancement or any transactions entered into in connection therewith, in each case in accordance with this Agreement; (iii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Initial Beneficiary or any of its Affiliates or, except in connection with a Permitted Transaction, any other Person, whether by assumption, guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iiiiv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions; provided, except however, that the Company Titling Trust will not be prohibited under this clause (a)(iiia)(iv) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) its Initial Beneficiary or to any Holder or from making capital contributions payments with respect to the Companyany Titling Trust Notes or any Enhancement; (ivv) enter into any transaction or of merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the CompanyTitling Trust) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is Titling Trust (i) is organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the CompanyTitling Trust’s obligations under the Basic Documents this Agreement, all Titling Trust Notes and all Titling Trust Note Indentures and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 2.3 and this Section 2.7 2.11; (B) the Rating Agencies and the trustees with respect to any Securities will have received at least 5 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with the Certificate of Trust; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company Titling Trust will have occurred and be continuing under any material agreement to which the Company Titling Trust is a party, including any Titling Trust Note Indenture, or any agreement or other document pursuant to which any Titling Trust Note or Security has been issued; (vvi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document Certificate, any Notice of Registered Pledge, any Titling Trust Note, any Titling Trust Note Indenture or any other any documents relating to a Permitted Transaction; and (vivii) amend, modify, alter, change or repeal any provision of Section 2.4 2.3 or this Section 2.7, 2.11; except that the Member Initial Beneficiary reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation Trust or this Agreement in a manner now or hereafter prescribed or authorized by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Delaware Statutory Trust Act, and all rights conferred upon the Member herein Initial Beneficiary in this Agreement are granted subject to this reservation. (ab) The Company Titling Trust will at all times;times (and the Titling Trust Administrator shall cause the Titling Trust to): (i) maintain its existence as a limited liability company statutory trust and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Delaware Statutory Trust Act; (iii) ensure that (Ax) the activities and affairs of the Company Titling Trust are at all times managed by or under the direction of the BoardTrustee or the Titling Trust Administrator, (By) the Board will have Trust has duly authorized all actions requiring such authorization and, and (Cz) when required by Applicable Law or by this Agreement, the Company will have Titling Trust has obtained the proper authorization for action from the Memberits Initial Beneficiary; (iv) maintain the CompanyTitling Trust’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the MemberInitial Beneficiary, any Affiliate thereof of the Initial Beneficiary or any other Person; (v) not commingle the assets of the Company Titling Trust Assets with those of the Member Initial Beneficiary or any Affiliate thereof of the Initial Beneficiary (except other than in connection with the Permitted TransactionsTransactions or in connection with the performance by MBFS USA of its obligations as Servicer or as custodian with respect to any Specified Interest); (vi) not hold itself out as being liable for the debts of anotherany other Person, except in connection with the Permitted Transactions; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member Holders, the Initial Beneficiary or any of the MemberInitial Beneficiary’s Affiliates or any other Person Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member Holders, the Initial Beneficiary and any of the MemberInitial Beneficiary’s Affiliates or any other PersonPerson (other than in connection with the performance of any Servicer or custodian of its obligations with respect to any Specified Interest); (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the CompanyTitling Trust, including letters, invoices, contracts, statements and applications solely in the name of the CompanyTitling Trust; (ix) separately manage its liabilities from those of the Member Initial Beneficiary or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member Initial Beneficiary, the Titling Trust Administrator, any Holder, any Servicer or any Affiliate thereof of any of them may pay certain of the organizational costs of the CompanyTitling Trust, and the Company Titling Trust will reimburse the Member Initial Beneficiary, the Titling Trust Administrator, such Holder, such Servicer or any such Affiliate Affiliate, as the case may be, for its allocable portion of shared expenses paid by the Member or such AffiliatePerson, and (B) the Member Initial Beneficiary, the Titling Trust Administrator, any Holder, any Servicer or any Affiliate of any of them may pay fees and expenses and indemnify parties pursuant to as provided in this Agreement, any Servicing Agreement or any other agreement entered into in connection with the issuance of Securities; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager the Trustee may not at any time serve as a trustee in bankruptcy for the Company Titling Trust or any of its Affiliates; (xii) not createissue, incur or assume permit the issuance of, any indebtedness Security or issue enter into, or permit to be entered into, any security (other than limited liability company interest Undertaking or any Enhancement, unless such Security, Undertaking or Enhancement contains the provisions described in the CompanySection 4.1(e), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year (f) and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period(g); (xiii) have operate in such a sufficient number manner that it would not be substantively consolidated for purpose of Managers and Authorized Officers to manage its operationsapplicable bankruptcy laws with any other entity; (xiv) not form any subsidiary; and (xivxv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (bc) The Company Titling Trust Administrator will cause the Titling Trust to abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its to prepare financial statements to be prepared in a manner that indicates the separate existence of the Company Titling Trust and its assets and liabilities. The Board To the extent permitted by law, until one year and one day (or, if longer, any applicable preference period) after all Securities are paid in full, the Titling Trust Administrator will make decisions with respect to the activities and operations of the Company Titling Trust independent of of, and not dictated by by, the Member Initial Beneficiary or any Affiliate of the Member thereof (without limiting any the right of the Initial Beneficiary to exercise its rights exercised by the Member in such capacity under this Agreement or and under the Delaware Statutory Trust Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, Initial Beneficiary in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale resale, surety provider or other Enhancement provider or other Person performing similar functions in connection with the issuance of any Securities. (de) The CompanyTitling Trust, by or through any Authorized Officerthe Trustee or the Titling Trust Administrator, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), and to the extent allowed by the Delaware Statutory Trust Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company Trustee or the Titling Trust Administrator to enter into other agreements on behalf of the CompanyTitling Trust.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) except as provided in Sections 2.04 and 2.08(e) and as contemplated by the Basic Documents, create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a Securitization Entity or other Person which issues a security in respect of any such receivables unless the debt holders thereof (A) agree or are deemed to have agreed that the debt, liabilities and obligations incurred, contracted for or otherwise existing with respect to such indebtedness shall be enforceable against the assets securing or collateralizing such indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, and (B) agree or are deemed to have agreed that to the extent such debt holders are deemed to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of such other debt holders to those assets; (iv) pledge its assets for the benefit of any Person except in accordance with the Basic Documents; (v) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) subclause from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) subclause from making capital contributions to the Company; (ivvi) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 2.04 and this Section 2.7 Section; (B) the Rating Agencies and the trustees under the Basic Documents have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (vvii) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (viviii) amend, modify, alter, change or repeal any provision of Section 2.4 2.04 or this Section 2.7Section, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, and (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable guarantee or become obligated for the debts of anotherany other Person or hold itself or its credit out as being available to satisfy the debts of any other Person; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; pay its own liabilities from its own funds; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name and using the letterhead, invoices and checks, as applicable, of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, expenses (including a fair and reasonable portion of overhead for any shared office space) from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) not acquire the obligations or securities of the Member or Special Member; (xi) at all times maintain an arm’s length relationship with any Affiliates; (xixii) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xiixiii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in unless the Company)holders thereof, or sell or transfer any assets (including any Securities) to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiiixiv) pay the salaries of its own employees and have a sufficient number of Managers and Authorized Officers to manage its operations; and (xivxv) maintain adequate capital in light of its contemplated business operations; provided. Failure of the Company, howeveror the Member or Board on behalf of the Company, that to comply with any of the foregoing covenants or any other covenants contained in the Agreement shall not require affect the status of the Company as a separate legal entity or the limited liability of the Member to make any additional capital contribution to the Companyor Managers. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. . (d) The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member Member, DTFS or any Affiliate of the Member or DTFS (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (ce) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (df) The Company, by or through any Authorized OfficerOfficer on behalf of the Company, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable LawAgreement. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. Except as set forth in the Disclosure Letter, --------------------- from March 31, 1996 to the date of this Agreement: (a) Notwithstanding any other provision Except in the ordinary course of this Agreement and any provision of Applicable Law that otherwise so empowers the Companyits business consistent with its past practices, the Company will AEMI has not do any of the following: (i) engage in created or assumed any activity other than a Permitted Transaction; Encumbrance upon any of its Business or Assets, (ii) incurred any Obligation, (iii) made any loan or advance to any Person, (iv) assumed, guaranteed or otherwise become liable for any Obligation of any Person, (v) committed for any capital expenditure, (vi) sold, abandoned or remain liableotherwise disposed of any of its Business or Assets, directly (vii) purchased, leased or contingentlyotherwise acquired any business, in connection with any indebtedness Assets or other liability capital stock of any other Person, whether by guarantee(viii) settled any dispute, endorsement waived any right or canceled any Obligation, (ix) assumed, entered into or amended any Contract other than endorsements this Agreement, or canceled or terminated any Contract other than in accordance with its terms, (x) increased, or authorized an increase in, the compensation or benefits paid or provided to any of negotiable instruments for deposit its directors, officers, employees, agents or collection representatives, or (xi) done anything outside the ordinary course of business, whether or not specifically described in any of the foregoing clauses. (b) Even in the ordinary course of business)its business consistent with its past practices, agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, except that the Company will AEMI has not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws declared, paid or set aside for payment any dividend or other distribution, or made any direct or indirect redemption, retirement or acquisition of the State any shares of Delawareits capital stock, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and made any change in its accounting policies or practices, (iii) is governed under a charter document containing provisions substantially identical paid directly or indirectly any of its Obligations before it became due in accordance with its terms, (iv) issued, or authorized the issuance, of any shares of capital or other securities or granted any rights with respect to Section 2.4 and this Section 2.7 and (B) immediately after giving effect to such mergerits shares of capital or other securities, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party toamended its articles of incorporation, by-laws or other organizational documents, or permit merged with or into, consolidated with, completely or partially liquidated or dissolved, or was involved in any of its properties to be bound byother business combination with any other Person, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amendchanged, modify, alter, or authorized a change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement), and all rights conferred upon the Member herein are granted subject to this reservation. (a) The Company will at all times; (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Agreementin, the Company will have obtained rights of its outstanding capital stock or the proper authorization for action from the Member; (iv) maintain the Company’s bookscharacter of its Business, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable for the debts of another; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member adopted or amended any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in the Company), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (b) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act)Employee Benefit Plan. (c) Notwithstanding any provision in this Agreement There has been no casualty loss (whether or not covered by insurance) Material to the contraryAEMI, the Company, by and there has been no event or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (d) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificatesoccurrence Material to, or financing statements relating to the Permitted Transactionswhich might be Material to, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the CompanyAEMI.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) except as provided in Sections 2.04 and 2.08(e) and as contemplated by the Basic Documents, create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a Securitization Entity or other Person which issues a security in respect of any such receivables unless the debt holders thereof (A) agree or are deemed to have agreed that the debt, liabilities and obligations incurred, contracted for or otherwise existing with respect to such indebtedness shall be enforceable against the assets securing or collateralizing such indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, and (B) agree or are deemed to have agreed that to the extent such debt holders are deemed to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of such other debt holders to those assets; (iv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) subclause from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) subclause from making capital contributions to the Company; (ivv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 2.04 and this Section 2.7 Section; (B) the Rating Agencies and the trustees under the Basic Documents have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (vvi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vivii) amend, modify, alter, change or repeal any provision of Section 2.4 2.04 or this Section 2.7Section, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, and (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable guarantee or become obligated for the debts of anotherany other Person or hold itself or its credit out as being available to satisfy the debts of any other Person; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; pay its own liabilities from its own funds; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, expenses from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) not acquire the obligations or securities of the Member or Special Member; (xi) at all times maintain an arm’s length relationship with any Affiliates; (xixii) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xiixiii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in unless the Company)holders thereof, or sell or transfer any assets (including any Securities) to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiiixiv) pay the salaries of its own employees and have a sufficient number of Managers and Authorized Officers to manage its operations; and (xivxv) maintain adequate capital in light of its contemplated business operations; provided. Failure of the Company, howeveror the Member or Board on behalf of the Company, that to comply with any of the foregoing covenants or any other covenants contained in the Agreement shall not require affect the status of the Company as a separate legal entity or the limited liability of the Member to make any additional capital contribution to the Companyor Managers. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member Member, DCFS USA or any Affiliate of the Member or DCFS USA (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized OfficerOfficer on behalf of the Company, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable LawAgreement. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 2.7, (B) the Company has complied with its obligations under the Basic Documents with respect to such transaction and (BC) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; andor (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by required under the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization andauthorization, (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the MemberMember and (D) the Board includes at least one Independent Manager at all times; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except as contemplated in connection with the Permitted TransactionsBasic Documents); (vi) not hold itself out as being liable for the debts of another; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest interests in the Company)) unless the holders thereof, or sell or transfer any assets to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period. Notwithstanding the foregoing, the Member may institute bankruptcy proceedings on behalf of the Company in accordance with Section 4.3(c)(v); (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements and any financial statements of any other Person which includes the Company to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) subclause from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) subclause from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 Sections 2.04 and this Section 2.7 2.08; (B) all Holders have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amend, modify, alter, change or repeal any provision of Section 2.4 Sections 2.04 or this Section 2.72.08, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, and (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable guarantee or become obligated for the debts of anotherany other Person or hold itself or its credit out as being available to satisfy the debts of any other Person; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; pay its own liabilities from its own funds; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other PersonPerson or entity; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, expenses from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) not acquire the obligations or securities of the Member or Special Member; (xi) at all times maintain an arm’s length relationship with any Affiliates; (xixii) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xiixiii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in unless the Company)holders thereof, or sell or transfer any assets (including any Certificates) to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiiixiv) pay the salaries of its own employees and have a sufficient number of Managers and Authorized Officers to manage its operations; and (xivxv) maintain adequate capital in light of its contemplated business operations; provided. Failure of the Company, howeveror the Member or Board on behalf of the Company, that to comply with any of the foregoing covenants or any other covenants contained in the Agreement shall not require affect the status of the Company as a separate legal entity or the limited liability of the Member to make any additional capital contribution to the Companyor Managers. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member Member, DCFS USA or any Affiliate of the Member or DCFS USA (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized OfficerOfficer on behalf of the Company, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable LawAgreement. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. Except as set forth in the Disclosure Letter, from the Balance Sheet Date to the date of this Agreement: (a) Notwithstanding any other provision Except in the ordinary course of this Agreement and any provision of Applicable Law that otherwise so empowers the Companyits business consistent with its past practices, the Company will Seller has not do any of the following: (i) engage in created or assumed any activity other than a Permitted Transaction; Encumbrances upon any of its business or Assets, (ii) incurred any Obligation, (iii) made any loan or advance to any Person, (iv) assumed, guaranteed or otherwise become liable for any Obligation of any Person, (v) committed for any capital expenditure, (vi) sold, abandoned or remain liableotherwise disposed of any of its business or Assets, directly (vii) purchased, leased or contingentlyotherwise acquired any business, in connection with any indebtedness Assets or other liability capital stock of any other Person, whether by guarantee(viii) settled any dispute, endorsement waiver any right or canceled any Obligation, (ix) assumed, entered into or amended any Contract other than endorsements this Agreement, or canceled or terminated any Contract other than in accordance with its terms, (x) increased, or authorized an increase in, the compensation or benefits paid or provided to any of negotiable instruments for deposit its directors, officers, employees, agents or collection representatives, or (xi) done anything else outside the ordinary course of business, whether or not specifically described in any of the foregoing clauses. (b) Even in the ordinary course of business)business consistent with its past practices, agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, except that the Company will Seller has not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws declared, paid or set aside for payment any distribution, or made any direct or indirect redemption, retirement or acquisition of the State of Delawareany partnership interest, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and made any change in its accounting policies or practices, (iii) is governed under a charter document containing provisions substantially identical made any loan or advance to Section 2.4 and this Section 2.7 and any of its partners, officers or directors, or any affiliate, associate or family member of any of the foregoing, (Biv) immediately after giving effect to such mergerpaid directly or indirectly any of its Obligations before it became due in accordance with its terms, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party todistributed, or permit any of its properties to be bound byauthorized the distribution, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating units of partnership interest or granted any rights with respect to a Permitted Transaction; and its units of partnership interest (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that amended the Member reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement), and all rights conferred upon the Member herein are granted subject to this reservation. (a) The Company will at all times; (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Partnership Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s booksarticles of association or other organizational documents, financial statementsor merged with or into, accounting records and consolidated with, completely or partially liquidated or dissolved, or was involved in any other limited liability company documents and records separate from those of the Member, any Affiliate thereof or business combination with any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable for the debts of another; , (vii) maintain its bank accountschanged, books of account and payroll (if any) separate from those or authorized a change in, the rights of its Affiliates, outstanding capital stock or the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets character of its Affiliatesbusiness, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity adopted or the identity of amended any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in the Company), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (b) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act)Employee Benefit Plan. (c) Notwithstanding any provision in this Agreement There has been no casualty loss (whether or not covered by insurance) Material to the contrarySeller, the Company, by and there has been no event or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (d) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificatesoccurrence Material to, or financing statements relating to the Permitted Transactionswhich might be Material to, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the CompanySeller.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iiia)(v) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company; (iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 2.8; (B) all Holders have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, 2.8; except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will wi ll at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (Ax) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (By) the Board will have duly authorized all actions requiring such authorization and, and (Cz) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable for the debts of another; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other PersonPerson or entity; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) at all times maintain an arm’s length relationship with any Affiliates; (xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in unless the Company)holders thereof, or sell or transfer any assets (including any Certificates) to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in any filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and (xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or Ford Credit or any Affiliate of the Member or Ford Credit (without limiting any rights exercised by the Member in such capacity under this Agreement or and under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a))Agreement, the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) except as provided in Sections 2.04 and 2.08(e) and as contemplated by the Basic Documents, create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a Securitization Entity or other Person which issues a security in respect of any such receivables unless the debt holders thereof (A) agree or are deemed to have agreed that the debt, liabilities and obligations incurred, contracted for or otherwise existing with respect to such indebtedness shall be enforceable against the assets securing or collateralizing such indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, and (B) agree or are deemed to have agreed that to the extent such debt holders are deemed to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of such other debt holders to those assets; (iv) pledge its assets for the benefit of any Person except in accordance with the Basic Documents; (v) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) subclause from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) subclause from making capital contributions to the Company; (ivvi) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 2.04 and this Section 2.7 Section; (B) the Rating Agencies and the trustees under the Basic Documents have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (vvii) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (viviii) amend, modify, alter, change or repeal any provision of Section 2.4 2.04 or this Section 2.7Section, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, and (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable guarantee or become obligated for the debts of anotherany other Person or hold itself or its credit out as being available to satisfy the debts of any other Person; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; pay its own liabilities from its own funds; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name and using the letterhead, invoices and checks, as applicable, of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, expenses (including a fair and reasonable portion of overhead for any shared office space) from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) not acquire the obligations or securities of the Member or Special Member; (xi) at all times maintain an arm’s length relationship with any Affiliates; (xixii) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xiixiii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in unless the Company)holders thereof, or sell or transfer any assets (including any Securities) to any Person, in each case Person unless such holder or transferee agrees or is deemed to have RLF1 28406131v.1 agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period; (xiiixiv) notify each Rating Agency upon the occurrence of any of the following: (A) the termination of the existing Member; (B) the admission of any Substitute Member; (C) the admission of any additional Members; or (D) the termination of any Independent Manager; (xv) pay the salaries of its own employees and have a sufficient number of Managers and Authorized Officers to manage its operations; and (xivxvi) maintain adequate capital in light of its contemplated business operations; provided. Failure of the Company, howeveror the Member or Board on behalf of the Company, that to comply with any of the foregoing covenants or any other covenants contained in the Agreement shall not require affect the status of the Company as a separate legal entity or the limited liability of the Member to make any additional capital contribution to the Companyor Managers. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member Member, MBFS USA or any Affiliate of the Member or MBFS USA (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized OfficerOfficer on behalf of the Company, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable LawAgreement. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following: (i) engage in any activity other than a Permitted Transaction; (ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions; (iii) except as provided in Sections 2.04 and 2.08(e) and as contemplated by the Basic Documents, create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a Securitization Entity or other Person which issues a security in respect of any such receivables unless the debt holders thereof (A) agree or are deemed to have agreed that the debt, liabilities and obligations incurred, contracted for or otherwise existing with respect to such indebtedness shall be enforceable against the assets securing or collateralizing such indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, and (B) agree or are deemed to have agreed that to the extent such debt holders are deemed to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of such other debt holders to those assets; (iv) transfer assets to or from the Company in connection with any issuance of Securities without permitting Standard & Poor’s, if it is a Rating Agency, to review such transfer prior to closing; (v) pledge its assets for the benefit of any Person except in accordance with the Basic Documents; (vi) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions, Transactions except that the Company will not be prohibited under this clause (a)(iii) subclause from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) subclause from making capital contributions to the Company; (ivvii) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 2.04 and this Section 2.7 Section; (B) the Rating Agencies and the trustees under the Basic Documents have received at least 10 days’ prior notice of any such merger, consolidation or sale of assets; (C) such merger, consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (BD) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party; (vviii) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and (viix) amend, modify, alter, change or repeal any provision of Section 2.4 2.04 or this Section 2.7Section, except that the Member Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act (subject to the provisions of this RLF1 28406131v.1 Agreement)Act, and all rights conferred upon the Member herein are granted subject to this reservation. (ab) The Company will at all times;: (i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware; (ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act; (iii) ensure that (A) except as otherwise provided in this Agreement, the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, and (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member; (iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person; (v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions); (vi) not hold itself out as being liable guarantee or become obligated for the debts of anotherany other Person or hold itself or its credit out as being available to satisfy the debts of any other Person; (vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person Person; pay its own liabilities from its own funds; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person; (viii) act solely in its own name and through its own Managers managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name and using the letterhead, invoices and checks, as applicable, of the Company; (ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, expenses (including a fair and reasonable portion of overhead for any shared office space) from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement; (x) not acquire the obligations or securities of the Member or Special Member; (xi) at all times maintain an arm’s length relationship with any Affiliates; (xixii) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates; (xiixiii) except as otherwise provided in this Agreement, not create, incur or assume any indebtedness unless the holders thereof agree or issue any security (other than limited liability company interest in the Company), or sell or transfer any assets to any Person, in each case unless such holder or transferee agrees or is are deemed to have RLF1 28406131v.1 agreed agreed, solely in their capacity as creditors of the Company, to not file or join in filing any involuntary bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree agrees it will not cooperate with or encourage others to file a an involuntary bankruptcy petition against the Company during the same period; (xiiixiv) notify Standard & Poor’s, if it is a Rating Agency, upon the occurrence of any of the following: (A) the resignation of the existing Member; (B) the admission of any Substitute Member; (C) the admission of any additional Members; or (D) the termination of any Independent Manager; (xv) pay the salaries of its own employees and have a sufficient number of Managers and Authorized Officers to manage its operations; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; and (xivxvi) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to contributions. Failure of the Company, or the Member or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in the Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or Managers. (bc) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member Member, CRB or any Affiliate of the Member or CRB (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act). (cd) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities. (de) The Company, by or through any Authorized OfficerOfficer on behalf of the Company, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements contemplated thereby or related thereto or relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable LawAgreement. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.