Common use of Limitations on the Company’s Activities Clause in Contracts

Limitations on the Company’s Activities. (a) This Section 4.9 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (b) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 or 8.4 of this Agreement (including the defined terms contained in such Sections) without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 4.9(b), the Member reserves the right to amend, alter, change or repeal any other provisions contained in this Agreement in accordance with Section 9.4. Independent Directors shall consider the interests of the Member and holders of the Company’s rated Obligations in determining whether to vote for or against any such amendment. The Member shall provide prior written notice of any proposed amendment to Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 or 8.4 to each Rating Agency then rating any outstanding Security but only if such rating was initially provided at the request of the Company, any Trust or Holdco, or an affiliate thereof. Prior to any amendment, alteration or repeal of Section 4.10, the Company shall have received either the written consent or confirmation of each Rating Agency. The applicable Rating Agency shall either consent to the proposed amendment, alteration or repeal or shall confirm that the amendment, alteration, or repeal will not result in a qualification, withdrawal or downgrade of any ratings on outstanding Securities that were assigned at the request of the Company. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without the prior written consent of each trustee from time to time (the “Trustees”) under the Financing Agreements (or any supplements thereto) involving a Trust or of each Holdco, purchaser or lender so designated in any other Financing Agreement, which in either case are then in effect, nor without the affirmative vote of 100% of the Independent Directors, do any of the following (unless and to the extent that any such Financing Agreement expressly permits the Company to take such action without the consent of the related Trustee, purchaser or lender): (i) engage in any business activity other than those set forth in Section 2.2; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) indebtedness incurred or guaranteed in connection with the issuance of Securities; (B) indebtedness to Ally Bank or any Affiliate thereof incurred or guaranteed in connection with the acquisition of Receivables, which indebtedness will provide that for so long as any Securities are outstanding, such indebtedness will only be payable to the extent the Company has available cash to pay such indebtedness; and (C) indebtedness where the person to whom the indebtedness is owing has delivered to the Company an undertaking that it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, that it will not look to property or assets of the Company in respect to such obligations, and that such obligations shall not constitute a claim against the Company in the event that the Company’s assets are insufficient to pay in full such obligations, in each case for one year after all Securities (other than Securities held by the Company) are paid in full; or (iii) consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (A) the entity (if other than the Company) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of, and all obligations of the Company in connection with the indebtedness of the Company, and has a Certificate of Formation, limited liability company agreement, Certificate of Incorporation or other comparable organizational document containing provisions identical to the provisions of Sections 2.2 and 4.9 of this Agreement; and (B) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Company or any agreements relating to such indebtedness. (d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, the Officers or any other Person, prior to the date that is one year and one day after the payment in full of all Obligations, none of the Member, the Board, the Officers or any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Board (including all Independent Directors), to take any Material Action; provided, however, that, prior to the date that is one year and one day after the payment in full of all Obligations, the Board may not vote on, or authorize the taking of, any Material Action, unless, after the initial appointment of the Independent Director, there is at least one Independent Director then serving in such capacity. (e) The Board shall also cause the Company to: (i) maintain its own books of account and records separate from the Member or any other Person; (ii) avoid commingling or pooling of its accounts, funds, other assets or liabilities with those of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s or its Affiliates’ retention of certain books and records of the Company and except to the extent that the provisions of the Transaction Documents permit such commingling; (iii) conduct its own business solely in its own name; (iv) maintain financial statements separate from the Member or any other subsidiary or Affiliate of the Member or any Person; (v) pay its own operating expenses and liabilities from its own funds, except that Ally Bank may pay the organizational expenses of the Company hereunder as well as a portion of expenses incurred by the Company in connection with transactions carried out pursuant to the Financing Agreements; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (vi) pay the salaries and expenses of its own employees, Officers and Directors and maintain a sufficient number of the same in light of its contemplated business operations; (vii) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other Subsidiary or Affiliate of the Member, and pay its own liabilities out of its own funds; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (viii) observe requirements of the Act, the Certificate of Formation and this Agreement; (ix) maintain an arm’s length relationship with its Affiliates and the Member; (x) except as contemplated by Section 4.9 and provided in Section 2.2(a), not guarantee or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others or acquire equity securities of its partners, members or shareholders; (xi) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person; (xii) use separate stationery and invoices; (xiii) preserve its limited liability company form and hold itself out to the public and all other Persons as a legal entity separate from the Member and all other Persons; (xiv) correct any known misunderstanding regarding its separate identity; (xv) 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 contributions; and (xvi) readily identify and allocate fairly and reasonably any sharing of overhead expenses between the Company and the Member. 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 this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Directors.

Limitations on the Company’s Activities. (a) This Section 4.9 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (b) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 8.3, 8.4 or 8.4 9.4 of this Agreement (including the defined terms contained in such Sections) without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 4.9(b), the Member reserves the right to amend, alter, change or repeal any other provisions contained in this Agreement in accordance with Section 9.4. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider the interests of the Company, including Member and holders of the Company’s rated and unrated Obligations in determining whether to vote for or against any such amendment. The Member shall provide prior written notice of any proposed amendment to Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 8.3, 8.4 or 8.4 9.4 to each Rating Agency then rating any outstanding Security but only if such rating was initially provided at the request of the Company, any Trust or Holdco, or an affiliate thereof. Prior to any amendment, alteration or repeal of Section 4.10, the Company shall have received either satisfied the written consent or confirmation of each Rating Agency. The applicable Rating Agency shall either consent to the proposed amendment, alteration or repeal or shall confirm that the amendment, alteration, or repeal will not result in a qualification, withdrawal or downgrade of any ratings on outstanding Securities that were assigned at the request of the CompanyCondition with respect thereto. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without the prior written consent of each trustee from time to time (the “Trustees”) under the Financing Agreements (or any supplements thereto) involving a Trust or of each Holdco, purchaser or lender so designated in any other Financing Agreement, which in either case are then in effect, nor without the affirmative vote of 100% of the Independent Directors, do any of the following (unless and to the extent that any such Financing Agreement expressly permits the Company to take such action without the consent of the related Trustee, purchaser or lender): (i) engage in any business activity other than those set forth in Section 2.2; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) indebtedness incurred or guaranteed in connection with the issuance of Securities; (B) indebtedness to Ally Bank or any Affiliate thereof incurred or guaranteed in connection with the acquisition of Receivables, which indebtedness will provide that for so long as any Securities are outstanding, such indebtedness will only be payable to the extent the Company has available cash to pay such indebtedness; and (C) indebtedness where the person to whom the indebtedness is owing has delivered to the Company an undertaking that it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, that it will not look to property or assets of the Company in respect to such obligations, and that such obligations shall not constitute a claim against the Company in the event that the Company’s assets are insufficient to pay in full such obligations, in each case for one year after all Securities (other than Securities held by the Company) are paid in full; or (iii) consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (A) the entity (if other than the Company) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of, and all obligations of the Company in connection with the indebtedness of the Company, and has a Certificate certificate of Formationformation, limited liability company agreement, Certificate certificate of Incorporation incorporation or other comparable organizational document containing provisions identical to the provisions of Sections 2.2 and 4.9 of this Agreement; and (B) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Company or any agreements relating to such indebtedness. (d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, the Officers or any other Person, prior to the date that is one year and one day after the payment in full of all Obligations, none of the Member, the Board, the Officers or any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Board (including all Independent Directors), to take any Material Action; provided, however, that, prior to the date that is one year and one day after the payment in full of all Obligations, the Board may not vote on, or authorize the taking of, any Material Action, unless, after the initial appointment of the Independent Director, there is at least one Independent Director then serving in such capacity. (e) The Board shall also cause the Company to: (i) maintain its own books of account and records separate from the Member or any other Person; (ii) avoid commingling or pooling of its accounts, funds, other assets or liabilities with those of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s or its Affiliates’ retention of certain books and records of the Company and except to the extent that the provisions of the Transaction Documents permit such commingling; (iii) conduct its own business solely in its own name; (iv) maintain financial statements separate from the Member or any other subsidiary or Affiliate of the Member or any Person; (v) pay its own operating expenses and liabilities from its own funds, except that Ally Bank may pay the organizational expenses of the Company hereunder as well as a portion of expenses incurred by the Company in connection with transactions carried out pursuant to the Financing Agreements; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (vi) pay the salaries and expenses of its own employees, Officers and Directors and maintain a sufficient number of the same in light of its contemplated business operations; (vii) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other Subsidiary or Affiliate of the Member, and pay its own liabilities out of its own funds; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (viii) observe requirements of the Act, the Certificate of Formation and this Agreement; (ix) maintain an arm’s length relationship with its Affiliates and the Member; (x) except as contemplated by Section 4.9 and provided in Section 2.2(a), not guarantee or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others or acquire equity securities of its partners, members or shareholdersMembers; (xi) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person; (xii) use separate stationery and invoices; (xiii) preserve its limited liability company form and hold itself out to the public and all other Persons as a legal entity separate from the Member and all other Persons; (xiv) correct any known misunderstanding regarding its separate identity; (xv) 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 contributions; and (xvi) readily identify and allocate fairly and reasonably any sharing of overhead expenses between the Company and the Member. 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 this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Directors.

Limitations on the Company’s Activities. (a) This Section 4.9 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (b) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal Sections 2.2, 4.1(b), 4.9, 4.10, 8.28.1, 8.2 or 8.3 or 8.4 of this Agreement (including the defined terms contained in such Sections) without the unanimous written consent of the Board (including all each Independent DirectorsDirector). Subject to this Section 4.9(b), the Member reserves the right to amend, alter, change or repeal any other provisions contained in this Agreement in accordance with Section 9.4. An Independent Directors Director shall consider the interests of the Company, the Member and holders of the Company’s rated Obligations in determining whether to vote for or against any such amendment. The So long as any Obligation is outstanding, the Member shall provide prior written notice of any proposed amendment to Sections 2.2, 4.1(b), 4.9, 4.10, 8.28.1, 8.2 or 8.3 or 8.4 to each Rating Agency then rating any outstanding Security but only if such rating was initially provided at the request of JDCC, the Company, any Trust or Holdco, Holdco or an affiliate thereof. Prior So long as any Obligation is outstanding, prior to any amendment, alteration or repeal of Section 4.10, the Company shall have received either the written consent or confirmation of each Rating Agency. The applicable Rating Agency shall either consent to the proposed amendment, alteration or repeal or shall confirm that the amendment, alteration, or repeal will not result in a qualification, withdrawal or downgrade of any ratings on outstanding Securities that were assigned at the request of JDCC, the Company, any Trust or Holdco or an affiliate thereof or such Rating Agency shall have been given 10 Business Days’ (or such shorter period that is acceptable to such Rating Agency) prior written notice thereof. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, so long as any Obligation is outstanding, the Company shall not, without the prior written consent of each trustee from time to time (the “Trustees”) under the Financing Agreements any Transaction Document (or any supplements thereto) involving a Trust or of each Holdco, purchaser or lender so designated in any other Financing AgreementTransaction Document, which in either case are then in effect, nor without the affirmative vote of 100% of the each Independent DirectorsDirector, do any of the following (unless and to the extent that any such Financing Agreement Transaction Document expressly permits the Company to take such action without the consent of the related Trustee, purchaser or lender): (i) engage in any business activity other than those set forth in Section 2.2; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) indebtedness incurred or guaranteed in connection with the issuance of Securities; (B) indebtedness to Ally Bank JDCC or any Affiliate thereof incurred or guaranteed in connection with the acquisition of Receivables, which indebtedness will provide that for so long as any Securities are outstanding, such indebtedness will only be payable to the extent the Company has available cash to pay such indebtedness; and (C) indebtedness where the person Person to whom the indebtedness is owing has delivered to the Company an undertaking that it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, that it will not look to property or assets of the Company in respect to such obligations, and that such obligations shall not constitute a claim against the Company in the event that the Company’s assets are insufficient to pay in full such obligations, in each case case, for one year after all Securities (other than Securities held by the Company) are paid in full; or (iii) consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (A) the entity (if other than the Company) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company is organized and existing under the laws of the State of DelawareNevada, expressly assumes the due and punctual payment of, and all obligations of the Company in connection with the indebtedness of the Company, and has a Certificate Articles of FormationOrganization, limited liability company agreement, Certificate articles of Incorporation incorporation or other comparable organizational document containing provisions identical to the provisions of Sections 2.2 and 4.9 of this Agreement; and (B) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Company or any agreements relating to such indebtednessindebtedness and (C) the Company has provided prior written notification to the applicable Rating Agencies then rating any rated Securities. (d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, the Officers or any other Person, prior to the date that is one year and one day after the payment in full of all Obligations, none of the Member, the Board, the Officers or any other Person shall be authorized or empowered, nor shall they permit the Company, and the Company shall not, without the prior unanimous written consent of the Board (including all each Independent DirectorsDirector), to take any Material Action; provided, however, that, prior to the date that is one year and one day after the payment in full of all Obligations, neither the Member nor the Board may not vote on, or authorize the taking of, any Material Action, unless, after the initial appointment of the an Independent Director, there is at least one Independent Director then serving in such capacity. The existence of the Company as a separate legal entity shall continue until cancellation of the Articles of Organization as provided in the LLC Act. (e) The Board shall also cause the Company to: (i) maintain its own books of account and records separate from the Member or any other Person; (ii) avoid commingling not commingle or pooling of pool its accounts, funds, other assets or liabilities with those of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s or its Affiliates’ retention of certain books and records of the Company and except to the extent that the provisions of the Transaction Documents permit such commingling; (iii) conduct its own business solely in its own name; (iv) maintain financial statements separate from the Member or any other subsidiary or Affiliate of the Member or any PersonPerson the extent that the provisions of the Transaction Documents require such financial statements; (v) pay its own operating expenses and liabilities from its own funds, except that Ally Bank JDCC may pay the organizational expenses of the Company hereunder as well as a portion of expenses incurred by the Company in connection with transactions carried out pursuant to the Financing Agreements; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (vi) pay the salaries and expenses of its own employees, consultants, advisors, Officers and Directors and maintain a sufficient number of the same in light of its contemplated business operations; (vii) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other Subsidiary or Affiliate of the Member, and pay its own liabilities out of its own funds; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (viii) observe requirements of the LLC Act, the Certificate Articles of Formation Organization and this Agreement; (ix) maintain an arm’s length relationship with its Affiliates and the Member; (x) except as contemplated by Section 4.9 and provided in Section 2.2(a), not guarantee or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others or acquire equity securities of its partners, members or shareholdersMembers; (xi) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person; (xii) use separate stationery stationery, invoices and invoiceschecks; (xiii) preserve its limited liability company form and hold itself out to the public and all other Persons as a legal entity separate from the Member and all other Persons; (xiv) correct any known misunderstanding regarding its separate identity; (xv) 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 contributions; and (xvi) readily identify and allocate fairly and reasonably any sharing of overhead expenses between the Company and the Member. 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 this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Directors.

Limitations on the Company’s Activities. (ai) This Section 4.9 10(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity"SPECIAL PURPOSE ENTITY." (bii) The Member shall not, so long as any Obligation is outstandingan SPE Condition exists, amend, alter, change or repeal the definition of "INDEPENDENT DIRECTOR" or Sections 2.28, 4.1(b)9, 4.910, 4.1011, 8.217, 8.3 20, 21, 22, 23, 24, 25, 26, 29 or 8.4 31 or SCHEDULE A of this Agreement (including the defined terms contained in such Sections) without the unanimous written consent of the Board (including all each Independent DirectorsDirector). Subject to this Section 4.9(b10(j), the Member reserves the right to amend, alter, change or repeal any other provisions contained in this Agreement in accordance with Section 9.4. Independent Directors shall consider the interests of the Member and holders of the Company’s rated Obligations in determining whether to vote for or against any such amendment. The Member shall provide prior written notice of any proposed amendment to Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 or 8.4 to each Rating Agency then rating any outstanding Security but only if such rating was initially provided at the request of the Company, any Trust or Holdco, or an affiliate thereof. Prior to any amendment, alteration or repeal of Section 4.10, the Company shall have received either the written consent or confirmation of each Rating Agency. The applicable Rating Agency shall either consent to the proposed amendment, alteration or repeal or shall confirm that the amendment, alteration, or repeal will not result in a qualification, withdrawal or downgrade of any ratings on outstanding Securities that were assigned at the request of the Company31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company Member or the Board, neither the Member nor the Board shall notbe authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including each trustee Independent Director) and written confirmation from time to time (the “Trustees”) under the Financing Agreements (or any supplements thereto) involving a Trust or of each Holdco, purchaser or lender so designated in any other Financing Agreement, nationally recognized rating agency which in either case are then in effect, nor without the affirmative vote of 100% of the Independent Directors, do any of the following (unless and to the extent that any such Financing Agreement expressly permits has rated Securities issued by the Company or by any Trust established or funded by the Company that the then current ratings on such Securities will not be reduced or withdrawn as a result thereof, to take such action without do the consent of the related Trustee, purchaser or lender):following: (iA) engage in any business or activity other than those set forth in Section 2.28; (iiB) incur any indebtednessindebtedness for borrowed money, or assume or guaranty any indebtedness of any other entity, other than (Ax) indebtedness evidenced by, or incurred or guaranteed in connection with the issuance with, any issue of Securities; , (By) indebtedness not exceeding 1% of the Company's total assets at such time on account of incidentals or services supplied or furnished to the Company in the ordinary course of its business, and (z) indebtedness to Ally Bank Aon Corporation or any Affiliate affiliate thereof incurred or guaranteed in connection with the acquisition of ReceivablesAssets, which indebtedness will provide that for so long as any Securities are outstanding, such indebtedness will only shall be payable subordinated to all obligations under the extent the Company has available cash to pay such indebtedness; and Agreements; (C) indebtedness where the person to whom the indebtedness is owing has delivered to the Company an undertaking that it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar fullest extent permitted by law, that it will not look to property dissolve or assets of the Company in respect to such obligations, and that such obligations shall not constitute a claim against the Company in the event that the Company’s assets are insufficient to pay in full such obligationsliquidate, in each case for one year after all Securities (other than Securities held by the Company) are paid whole or in fullpart; or (iii) or consolidate or merge with or into any other entity or convey convey, transfer or transfer lease its properties and assets substantially as an entirety to any entity, or permit any entity to merge into it or convey, transfer or lease its properties and assets substantially as an entirety to it, unless: : (Ay) the entity (if other than the Company) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company is organized and existing under the laws of the any State of Delaware, the United States or the District of Columbia; expressly assumes the due and punctual payment of, and all obligations of the Company in connection with the indebtedness Company, including those obligations of the Company, Company under any Transaction Document; and has a Certificate of Formation, limited liability company agreement, Certificate of Incorporation or other comparable organizational formation document containing provisions substantially identical to the provisions of Sections 2.2 Section 8 and 4.9 of this AgreementSection 10; and and (Bz) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Company or any agreements agreement relating to such indebtedness. (d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, the Officers or any other Person, prior to the date that is one year and one day after the payment in full of all Obligations, none of the Member, the Board, the Officers or any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Board (including all Independent Directors), to take any Material Action; provided, however, that, prior to the date that is one year and one day after the payment in full of all Obligations, the Board may not vote on, or authorize the taking of, any Material Action, unless, after the initial appointment of the Independent Director, there is at least one Independent Director then serving in such capacity. (e) The Board shall also cause the Company to: (i) maintain its own books of account and records separate from the Member or any other Person; (ii) avoid commingling or pooling of its accounts, funds, other assets or liabilities with those of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s or its Affiliates’ retention of certain books and records of the Company and except to the extent that the provisions of the Transaction Documents permit such commingling; (iii) conduct its own business solely in its own name; (iv) maintain financial statements separate from the Member or any other subsidiary or Affiliate of the Member or any Person; (v) pay its own operating expenses and liabilities from its own funds, except that Ally Bank may pay the organizational expenses of the Company hereunder as well as a portion of expenses incurred by the Company in connection with transactions carried out pursuant to the Financing Agreements; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (vi) pay the salaries and expenses of its own employees, Officers and Directors and maintain a sufficient number of the same in light of its contemplated business operations; (vii) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other Subsidiary or Affiliate of the Member, and pay its own liabilities out of its own funds; provided, however, that the foregoing shall not require the Member to make any additional capital contributions; (viii) observe requirements of the Act, the Certificate of Formation and this Agreement; (ix) maintain an arm’s length relationship with its Affiliates and the Member; (x) except as contemplated by Section 4.9 and provided in Section 2.2(a), not guarantee or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others or acquire equity securities of its partners, members or shareholders; (xi) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person; (xii) use separate stationery and invoices; (xiii) preserve its limited liability company form and hold itself out to the public and all other Persons as a legal entity separate from the Member and all other Persons; (xiv) correct any known misunderstanding regarding its separate identity; (xv) 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 contributions; and (xvi) readily identify and allocate fairly and reasonably any sharing of overhead expenses between the Company and the Member. 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 this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Directors.