Common use of Permitted Activities Clause in Contracts

Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers vehicle dealers, financing agreements, administration and servicing agreements related to the Receivables or interests of other Persons related to the Receivables, and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred ReceivablesReceivables or which acquired Receivables from motor vehicle dealers, including the Titling Companies and related rights; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. The limited purposes for which the Company is organized are With respect to Holdings, engage in any operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Lead Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Loan Documents, notes or the Term Loan Documents, any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize(1) guaranties in respect of Indebtedness of the Borrowers and Borrowers’ Restricted Subsidiaries permitted under Section 6.01, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes including any Refinancing Indebtedness thereof and (2) guaranties of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued obligations not constituting Indebtedness incurred by the Trusts under one Borrowers or more indentures or similar agreements (eachany of Borrowers’ Restricted Subsidiaries, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for if applicable, participating in Tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings and the Borrowers and Guarantors, (vii) to execute applications holding any cash or other documents or take any other action in connection with the qualificationCash Equivalents, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one making of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby and (xi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, the Borrowers shall not incur any activity and to exercise any powers permitted to limited liability companies under the laws Liens on Equity Interests of the State Borrowers other than non-consensual Liens and those for the benefit of Delaware that are related or incidental the Secured Obligations and the obligations with respect to the purposes Term Loan Agreement, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and powers described above the Borrowers), and are necessary or advisable to accomplish Holdings shall not own any Equity Interests other than those purposes and powersof the Lead Borrower.

Permitted Activities. The limited purposes for which Each Agent appointed pursuant to Section 2 or 3 hereof may become a creditor, directly or indirectly, of the Company is organized are to engage in Corporation; make any loan or loans thereto; hold any form of indebtedness thereof (including the following activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease Securities of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”any Series); (ii) to acquire, ; maintain any accounts thereof; own, holdaccept or negotiate any drafts, servicebills of exchange, sellacceptances or obligations thereof; make disbursements therefor and enter into any banking, assign and pledge financial or business arrangement therewith without limitation; all without any liability on the Receivablespart of the Fiscal Agent or such Paying Agent, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers Transfer Agent or Registrar for any real or apparent conflict of interest by reason of any such dealing. Any holder of Securities and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes entity associated with any holder of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to Securities will be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company permitted to engage in business and contractual relationships with the Corporation, the Guarantor and each of their respective affiliates, and to profit therefrom without being obliged to account for such profits. Each of the Corporation and the Guarantor hereby irrevocably waive, in favor of each Agent, any jurisdiction; conflict of interest which may arise by virtue of such Agent acting in its various capacities under this Agreement or for other customers of the Agent. Each of the Corporation and the Guarantor acknowledge that each Agent and its respective affiliates (viiitogether, the “Agent Parties”) may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Corporation may regard as conflicting with its interests and may possess information (whether or not material to the Corporation) other than as a result of such Agent acting as an Agent hereunder, that such Agent may not be entitled to share with the Corporation. Consistent with its long-standing policy to hold in confidence the affairs of its customers, such Agent will not disclose confidential information obtained from the Corporation (without its consent) to execute all documents necessary for any Agent’s other customers nor will it use on the Company Corporation’s behalf any confidential information obtained from any other customer. Without prejudice to form one or more limited liability companiesthe foregoing, Trusts or other subsidiaries of the Company Corporation agrees that the Agent Parties may deal (whether owned in whole or in part by the Company), with the Company acting on for its own or together with its customers’ account) in, or advise on, securities of any other personsparty and that such dealing or giving of advice, including entering into, on behalf will not constitute a conflict of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to interest for the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersof this Agreement.

Permitted Activities. The limited purposes for which the Company is organized are to Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”): shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.

Permitted Activities. The limited purposes for which the Company is organized are to Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”): shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted NotesIncremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.

Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities; Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.

Permitted Activities. The limited purposes (a) No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”): borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or classes of bonds, notes junior basis or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by junior thereto with the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company; maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the Company foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person. (b) The US Borrower shall not (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any jurisdiction; Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) to execute all documents necessary providing indemnification for the Company to form one its current or more limited liability companiesformer officers, Trusts directors, members of management, managers, employees and advisors or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentconsultants; and (ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware U.S. Borrower that are related otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes fore-going; and powers described above and are necessary (xii) performing activities incidental to any of the foregoing; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.

Permitted Activities. The limited purposes for which the Company is organized are to New Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”): shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of Holdings, title the Borrowers and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Companycapital of Holdings, the TrustBorrowers and its other Subsidiaries and guaranteeing the obligations of Holdings, the owner trustee and/or indenture trustee named Borrowers and its other Subsidiaries, (vi) participating in those agreements (eachtax, accounting and other administrative matters as a “Trustee”) and the servicer member of the Receivables named in those agreements consolidated group of New Holdings and Holdings, the Borrowers and its other Subsidiaries, (a “Servicer”vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and to perform directors, (ix) the performance of its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. New Holdings shall not incur any Liens on Equity Interests of Holdings or the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.

Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):a) Clauses 10.3(a) and 10.3(b)(1) do not prevent Boral Guarantor or USG Guarantor or any of their Restricted Persons from: (i1) to acquire all rightowning or controlling directly or indirectly shares or other securities of a company or trust listed on a recognised stock exchange, title provided the aggregate holding owned or controlled by the relevant Guarantor and interest in receivables or leases originated to finance its Restricted Persons does not exceed 5% of any class of the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”)relevant entity’s securities; (ii2) acquiring by purchase, merger or otherwise, an interest in a business which is engaged or involved in a Restricted Business in a Restricted Territory, provided that: • the Restricted Business in the Restricted Territory accounts for no more than 25% of revenue of the acquired business; and • the Restricted Business in the Restricted Territory is closed or (subject to acquireclause 10.4(b)) divested to the JV Group or a bona fide third party within 6 months after the acquisition. (b) If clause 10.4(a)(2) applies and the relevant Guarantor (Restricted Business Seller) (or any of its Restricted Persons, ownas the case may be) proposes to divest, holdrather than close, servicethe relevant Restricted Business (for the purposes of this clause 10.4(b), sell, assign the Sale Business) then the relevant Restricted Business Seller must not (or if applicable must ensure that the relevant Restricted Person or Persons do not) divest or commit to divest the Sale Business unless: (1) the other Guarantor and pledge the Receivables, collateral securing Companies have been given a notice in writing (a Divestment Notice) specifying: • the Receivables, rights under related insurance policies, agreements with motor vehicles dealers details of the Sale Business; • the price at which the Restricted Business Seller (or relevant Restricted Persons as the case may be) is prepared to sell the Sale Business; and any proceeds • the other terms and conditions on which the Restricted Business Seller (or other related rightsrelevant Restricted Persons as the case may be) is prepared to sell the Sale Business; (iii2) the Companies have been given at least 60 days (the Assessment Period) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates conduct due diligence investigations and make an offer to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by buy the Company (each, a “Trust”) under one or more sale Sale Business on the terms set out in the Divestment Notice; and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.Shareholders agreement page 43

Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities; Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage in officers and directors AMERICAS 94626185 and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.

Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance in connection with the sale or lease purchase and financing of new or and used motor vehiclescar, including cars, trucks truck and utility vehiclesvehicle inventory by motor vehicle dealers, payments due under them, security interests in the motor vehicles purchased and financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors motor vehicle dealers and other related rights (“Receivables”); (ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles vehicle dealers and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

Permitted Activities. The limited purposes for which Notwithstanding the Company is organized are to provisions of Section 5(a), the Contributor Affiliated Parties may engage in the following activities Competitive Business as follows (“the "Permitted Activities”"): (i) to acquire all rightthe acquisition, title development or co-development of Tax Credit Properties and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks the Tax Credit Syndication Interests resulting from such development (subject to the obligations set forth in Sections 3 and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”4); (ii) providing Bond Enhancement with respect to acquireTax Credit Properties that comprise Economic Tax Credit Syndication Interests (subject to the obligations set forth in Section 4 and provided that if the Contributor Affiliated Parties determine to "sell down", own"sell off" or otherwise seek to reduce their exposure with respect to such Bond Enhancement (a "Sell Down") by using the services or products available from an Agency Lender, holdsuch Contributor Affiliated Parties shall effect the Sell Down through PW Funding unless (A) PW Funding is prohibited from doing so by the rules of the applicable Agency Lender, service, sell, assign (B) the terms being offered by PW Funding are not comparable to the terms offered by other Agency Lenders or (C) the Contributor Affiliated Parties do not utilize the services of an Agency Lender and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements contract directly with motor vehicles dealers and any proceeds or other related rightsan Agency ; (iii) providing mezzanine financing secured by interests in multi-family housing other than on Tax Credit Properties that comprise Non-Economic Tax Credit Syndication Interests, provided, however that if such mezzanine financing is subordinate to acquire a senior loan from Ford Credit an Agency Lender, the Contributor Affiliated Parties may not provide such mezzanine financing unless such senior loan is provided by PW Funding (unless (A) PW Funding is prohibited from providing such senior loan by the rules of the applicable Agency Lender, (B) the terms for such senior loan being offered by PW Funding are not comparable to the terms offered by other Agency Lenders (provided that PW Funding shall have the right, within ten (10) Business Days of its receipt of notice from the Contributor Affiliated Parties that PW Funding's original terms are not comparable, to match any terms offered by other Agency Lenders), (C) the Contributor Affiliated Parties did not (x) market their mezzanine lending services through or its Affiliates one in conjunction with Agency Lenders or more series (y) arrange for, or classes otherwise assist the mezzanine borrower in obtaining, such senior loan, or (D) the borrower does not approve PW Funding despite the good faith efforts of bondsthe Contributor Affiliated Parties to obtain such approval including, notes or other evidences of indebtednesswithout limitation, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates providing PW Funding with an opportunity to which Ford Credit or its Affiliates transferred Receivablesmake a presentation to such borrower); (iv) to transfer Receivables acquiring or Underlying ABS to one or more grantor, business, statutory holding less than 5% of the outstanding voting securities of a public company or other trusts established by the Company (each, entity in which a “Trust”) under one or more sale and servicing agreements or similar agreements (each, Contributor Affiliated Party is a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named passive investor engaged in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreementsCompetitive Business; (v) to authorizeserving as a director of any company whose primary business is not a Competitive Business, acceptincluding, holdwithout limitation, sell and/or deliver in connection with securitization transactions one or more series or classes of bondsInsignia Financial Group, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the SecuritiesInc.; (vi) any Competitive Business which (A) a Contributor Affiliated Party proposes to establish bank accounts for engage in and (B) was not engaged in by RCC, CharterMac or AMAC as of the CompanyEffective Date (the "New Competitive Business"), if such Contributor Affiliated Party first offers, by written notice which sets forth in reasonable detail the New Competitive Business, to CharterMac and CCC the right to engage in such New Competitive Business and (x) CharterMac or CCC does not notify such Contributor Affiliated Party within 60 days after receipt of such notice that it intends to engage in such business or (y) if CharterMac or CCC so notifies such Contributor Affiliated Party that it will engage in such business, CharterMac or CCC is not actively pursuing such New Competitive Business (provided that CharterMac or CCC shall promptly notify such Contributor Affiliated Party if it ceases to actively pursue such New Competitive Business); (vii) to execute applications the acquisition of Tax Credits and Tax Credit Syndication Interests (other than any Tax Credits or Tax Credit Syndication Interests arising from transactions sponsored by RCC or any CCC Affiliated Party without the prior consent of RCC or such CCC Affiliated Party) through tender offers or other documents or take any other action methods provided (A) the Contributor Affiliated Party engages in such activities for its own account; and (B) the Tax Credit Syndication Interests acquired in connection with such activities are not acquired for the qualificationpurpose of resale or syndication, licensing or authorization unless such Contributor Affiliated Party offers such Tax Credit Syndication Interests to CCC in accordance with the terms of the Company to engage in business in any jurisdictionthis Agreement; (viii) the acquisition, development or ownership of multi-family housing properties (other than Tax Credit Properties as to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Companywhich subsection 5(b)(i) is applicable), with the Company acting on its acquisition or ownership of interests in any entities which own or together with interests in multi-family properties (other than Tax Credit Properties as to which subsection 5(b)(vii) is applicable) and the sale of interests in any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; andentities formed to acquire such properties; (ix) to engage equity investment for its own account in multi-family housing properties or in any activity and to exercise entity which acquires, develops or owns multi-family housing properties; (x) equity investment for the account of others in multi-family properties (other than Tax Credit Properties) or in any powers permitted to limited liability companies under the laws of the State of Delaware that are related entity which acquires, develops or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersowns multi-family properties; (xi) sponsor privately placed opportunity funds which acquire equity interests in real property assets.

Permitted Activities. The limited purposes for which the Company is organized are to f c \l "2" \* MERGEFORMAT AUTONF D3_TCHoldings will not engage in any material operating or business activities; provided, that the following and any activities (“Permitted Activities”): incidental or related thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrowers and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”); amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Comfort Care Acquisition Agreement), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Senior Debt Documents and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its or Underlying ABS to one a direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities; obligations of a Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company; its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrowers and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with any Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”); amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Acquisition Agreement), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Senior Notes, the Senior Notes Indenture and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common equity or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities; obligations of the Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company; its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the First Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $6,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities; Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.

Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities; Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.

Permitted Activities. The limited purposes for which Notwithstanding anything contained in -------------------- Section 9.1 to the Company is organized contrary, Buyer acknowledges and agrees that: (a) the leasing of real property to any Person (including any competitor of Buyer or the Partnership) by any of the Sellers or the Related Parties; and (b) the hiring or other engagement of Personnel (who have been terminated and are to engage no longer employed in any capacity by the Partnership after the Closing Date) by Sellers or Seller's Affiliates at any time after the six-month period following activities (“Permitted Activities”):the Closing Date shall not constitute a violation of the provisions of this Article 9; provided, however, that: -------- ------- (i) prior to acquire all rightentering into any Lease for the purpose of operating a laundromat (any such Lease, title a "Seller Laundromat Lease"), Sellers shall give written notice (the "Lease Notice") to Buyer disclosing in reasonable detail the terms and interest in receivables or leases originated to finance conditions of such Seller Laundromat Lease and the sale or lease identity of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”)proposed lessee; (ii) without Buyer's prior written consent, Sellers shall not enter into any such Seller Laundromat Lease prior to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing period ending fifteen (15) days after the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rightsLease Notice has been received by Buyer (the "Lease Notice Period"); (iii) during the Lease Notice Period, Buyer (including any designee of Buyer) may elect to acquire from Ford Credit or its Affiliates one or more series or classes enter into such Seller Laundromat Lease upon the same terms and conditions as those set forth in the Lease Notice by delivering a written notice of bondssuch election to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, notes or other evidences as agent for and on behalf of indebtednessthe Sellers, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates prior to which Ford Credit or its Affiliates transferred Receivablesthe end of the Lease Notice Period; (iv) if Buyer (A) determines not to transfer Receivables enter into any such Seller Laundromat Lease on the terms set forth in the applicable Lease Notice or Underlying ABS (B) fails to one or respond to the Lease Notice within the Lease Notice Period, Sellers may enter into such Seller Laundromat Lease on terms no more grantor, business, statutory or other trusts established by favorable than those specified in the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among Lease Notice during the Company, 60-day period immediately following the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer last day of the Receivables named in those agreements (a “Servicer”) Lease Notice Period, provided that any such Seller Laundromat Lease not consummated within such 60-day period will again - 52 - be subject to the terms and to perform its obligations under those agreements;conditions of this Section 9.3; and (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization Any of the Company Sellers or the Related Parties shall be free to engage in business in offer employment to, and hire, any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting Personnel listed on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersExhibit F --------- attached hereto.

Permitted Activities. The limited purposes for which the Company is organized are to Holdco shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”): shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Loan Documents and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and guaranteeing the obligations of the Borrowers, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdco and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organization Documents, notes or the Term Loan Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Transactions, the Safeway Merger Agreement, the Restatement Date Transactions, any agreements (each, an “Indenture”contemplated by Section 7.08(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualificationagreements contemplated hereby and thereby, licensing or authorization of the Company to engage in business in and (x) any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companiesactivities related, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdco shall not incur any Liens on Equity Interests of the Lead Borrower or Safeway other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, Term Loan Facility Indebtedness and powers described above any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, and are necessary or advisable to accomplish those purposes Permitted Ratio Debt (each as defined in and powersincurred in compliance with the terms of the Term Loan Credit Agreement as in effect on the Restatement Effective Date), Permitted Holdco Indebtedness and Permitted Refinancing Indebtedness in respect of any of the foregoing.

Permitted Activities. The limited purposes No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”): borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series or classes of bondshereafter acquired by it other than (i) the Liens created under the Collateral Documents, notes or (ii) any other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver Lien created in connection with securitization transactions one the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or more series junior basis or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by junior thereto with the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, the Senior Notes and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company; maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting an IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentapplication thereof; and (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware Parent Company that are related otherwise specifically permitted or expressly contemplated by Article VII; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes foregoing; (xiii) performing activities incidental to any of the foregoing and powers described above and are necessary (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.

Permitted Activities. The limited purposes (a) No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”): borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or classes of bonds, notes junior basis or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by junior thereto with the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company; maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the Company foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person. (b) The US Borrower shall not (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any jurisdiction; Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) to execute all documents necessary providing indemnification for the Company to form one its current or more limited liability companiesformer officers, Trusts directors, members of management, managers, employees and advisors or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentconsultants; and (ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect NY\6497185.2 to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware U.S. Borrower that are related otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes fore-going; and powers described above and are necessary (xii) performing activities incidental to any of the foregoing; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.

Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event: (“a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) the performance of its obligations with respect to the Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, (e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Activities”):Lien, (f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (g) holding any cash or property (but not operate any material property), (h) making and receiving of any Restricted Payments or Investments permitted hereunder, (i) providing indemnification to acquire all rightofficers and directors, (j) activities relating to any Permitted Reorganization, title a Qualifying IPO or a Permitted IPO Reorganization, (k) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and interest “New Holdings” in receivables this Agreement), (l) repurchases of Indebtedness through pro rata or leases originated non-pro rata purchases and Dutch auctions, (m) activities incidental to finance Permitted Acquisitions or similar Investments consummated by the sale or lease of new or used motor vehiclesBorrower and its direct and indirect Restricted Subsidiaries, including cars, trucks the formation of acquisition vehicle entities and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles intercompany loans and/or Investments incidental to such Permitted Acquisitions or obligors and other related rights (“Receivables”);similar Investments, (iin) to acquire, own, hold, service, sell, assign and pledge any transaction with the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and Borrower or any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating Restricted Subsidiary to the pools of Receivables extent permitted under Section 9.10 or Underlying ABS securing this Section 10, and (o) any activities incidental or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are reasonably related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersforegoing.

Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”): incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”); amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the First Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $6,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities; Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company; consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.

Permitted Activities. The limited purposes for which Notwithstanding anything set forth herein to the Company is organized are to engage contrary, nothing contained herein shall prohibit Barrack from: (a) engaging in the following activities Personal Activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests as defined in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”Employment Agreement); (iib) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds engaging in or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) seeking to engage in any activity “Applicable Opportunity” (as defined in and determined in accordance with Schedule A hereto); provided that (x) engaging in or seeking to exercise engage in any powers permitted such Applicable Opportunity shall not cause Barrack to limited liability companies under be in violation of any provision in the laws Employment Agreement (including without limitation Section 2(b)), and (y) with respect to any Applicable Opportunity, any follow-on investment or investments made to refinance the Applicable Opportunity will be required to be submitted to the Conflicts Committee if the business of the State Applicable Opportunity has expanded to include additional lines of Delaware business within the Business or additional jurisdictions within the Restricted Territories, other than that which was originally described in the initial submission to the Conflicts Committee; (c) owning, directly or indirectly, solely as an investment, securities of any such Person which are traded on any national securities exchange or NASDAQ if Barrack (A) is not a controlling person of, or a member of a group which controls, such Person; and (B) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person; (d) managing any capital accounts, or exercising any of the rights and obligations of the general partner, of the upper-tier general partners with respect to the Subject Funds, or any CC Retained Assets or CC Retained Liabilities of CC Parties following the Effective Date; (e) taking any actions with respect to (x) investments made (or legally committed to be made) on or prior to the date hereof (including investments in Colony AH Member LLC and its subsidiaries, SONIFI Solutions, Inc., and Miramax FilmsLH-COL Participants, LLC or any other Affiliate of CC that is organized to acquire or invest in Lending Home Corporation and FYH-Bar Holdings, LLC or any other Affiliate of CC that holds an investment in Adaptive Studios) or (y) follow-on investments to the investments described in clause (x) that are not real estate-related or incidental the sourcing of investments for the investments described in clause (x) that are not real estate-related or (z) investments made to refinance or restructure the investments described in clauses (x) and (y) that are not real estate-related; (f) making passive investments in private equity funds, mutual funds, hedge funds and other managed accounts (provided that such funds or accounts do not have a primary investment strategy, as set forth in the applicable fund’s or account’s published statement of its primary investment strategy, of investments in real estate-related debt and equity investments); (g) making any passive investment (or group of related passive investments) of less than $20 million in private equity funds, mutual funds, hedge funds and other managed accounts that have a primary investment strategy, as set forth in the applicable fund’s or account’s published statement of its primary investment strategy, of investments in real estate-related debt and equity investments; (h) making investments in private companies that are (x) not engaged in the real estate or hospitality industries, (y) do not predominantly make investments in real estate-related debt and equity instruments and (z) do not make investments similar to those made by CFI and the OP equal to the purposes lesser of (x) 5% of the outstanding equity securities of such private company and powers described above and are necessary (y) $30 million per company or advisable to accomplish those purposes and powersgroup of affiliated companies operating as part of one business.

Permitted Activities. The limited purposes for which (a) In the Company is organized are to engage in case of the following activities (“Permitted Activities”): Borrower, (i) to acquire all right, title and interest in receivables directly own any Hotel Real Property or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to acquirebe secured on a ratable basis with the FacilityFacilities . (b) In the case of Holdings, owncreate, holdincur, serviceassume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, sellthe Senior Notes Debt Documents any Incremental Equivalent Debt, assign and pledge the Receivablesany Permitted Ratio Debt, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers any Credit Agreement Refinancing Indebtedness and any proceeds Indebtedness incurred pursuant to Section 2.14 (or other related rights; any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the FacilityFacilities , (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) to acquire from Ford Credit or its Affiliates one or more series or classes non-recourse guarantees in respect of bondsIndebtedness of any Subsidiary of Holdings being a sister company of the Borrower, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to transfer Receivables or Underlying ABS to one or more grantorits existence and permitted business and activities, businessincluding all Holdings Administrative Costs, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) any Indebtedness arising under guarantees entered into pursuant to authorizeSection 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, accept, hold, sell and/or deliver (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with securitization transactions one non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000. (c) In the case of Holdings, create, incur, assume or more series or classes permit to exist any Lien (other than non-consensual Liens and those for the benefit of bonds, notes the Secured Obligations) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other evidences financial institution arising as a matter of indebtedness, certificates Law or under customary general terms and conditions encumbering deposits or other securities funds or assets maintained with a financial institution (“Securities”) issued by including the Trusts under one or more indentures or similar agreements (each, an “Indenture”right of set-off) and secured that are within the general parameters customary in the banking industry or collateralized arising pursuant to such banking institutions general terms and conditions. (d) [Reserved]. (e) [Reserved]. (f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by one Section 7.02(c)(i)) or more pools engage in any material operations or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of Receivables or Underlying ABSthe Equity Interests of Subsidiaries of the Borrower and activities incidental thereto, so long as (ii) the Company has no liability under any Securities except for maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations relating as a guarantor with respect to the pools Loan Documents and the Senior Notes Debt Documents or any Permitted Refinancing of Receivables any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Obligations expressly by its terms and any other documents governing Indebtedness or Underlying ABS securing or collateralizing guarantees permitted under this Agreement, (iv) if applicable, participating in tax, accounting and other administrative matters as a member of the Securities; consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the receipt of Restricted Payments to the extent permitted by Section 7.06, (vi) providing indemnification to establish bank accounts for the Company; officers and directors, (vii) activities required to execute applications or other documents or take any other action in connection comply with the qualificationapplicable Laws, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) intercompany receivables relating to execute all documents necessary for the Company to form one or more limited liability companiesasset management and other intercompany arrangements, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) cash and Cash Equivalents held for tax planning or other general corporate purposes, and (x) any activities incidental or reasonably related to engage in the foregoing. (g) In the case of any activity Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to exercise Section 2.14 (or any powers Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to limited liability companies under be secured on a ratable basis with the laws FacilityFacilities , (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the State Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of Delaware any of the foregoing; provided that are related or the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to the purposes its existence and powers described above permitted business and are necessary or advisable to accomplish those purposes and powersactivities.

Permitted Activities. The limited purposes for which the Company is organized are to New Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”): shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of New Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. New Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.