Common use of Nature of Business; Other Agreements; Other Indebtedness Clause in Contracts

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Transfer Agreement, to make payment to the Transferor thereunder for the purchase of Receivables from the Transferor under such Transfer Agreement, and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Loan" under the Transfer Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such terms as shall be satisfactory to the Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor applicable Originator thereunder for the purchase of Receivables from such Originator under the Transferor under such Transfer Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k) of this Agreement. In the event the Seller shall at any time borrow a "Revolving “Subordinated Loan" ” under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent Agents under this Agreement, on such terms as shall be satisfactory to the Administrative Agent. Seller shall not pay any debt or expense of any Originator and shall not hold itself or its credit out as being available to pay, and shall not guarantee or secure with Seller’s assets the payment of, any debt or expense of any Originator.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor applicable Originator thereunder for the purchase of Receivables from such Originator under the Transferor under such Transfer Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k) of this Agreement. In the event the Seller shall at any time borrow a "“Revolving Loan" ” under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent Agents under this Agreement, on such terms as shall be satisfactory to the Administrative Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Federal-Mogul thereunder for the purchase of Receivables from Federal-Mogul under the Transferor under such Transfer Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k6.01(j) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Subordinated Loan" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such terms as shall be satisfactory to the Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Receivables Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Transfer Receivables Sale Agreement, to make payment to the Transferor Originators thereunder for the purchase of Receivables from such Originators under the Transferor under such Transfer Receivables Sale Agreement, and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(kSECTION 7.1(i) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Loan" loan under the Transfer any Receivables Sale Agreement, the obligations of the Seller in connection therewith with any such borrowing shall be subordinated to the obligations of the Seller to the Purchasers Purchasers, the Collateral Agent and the Agent Managing Agents under this Agreement, on such terms as shall be satisfactory to the Collateral Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Originator thereunder for the purchase of Receivables from the Transferor Originator under such Transfer the Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(kSECTION 5.1(K) of this Agreement. In the event the Seller shall at any time borrow a "Revolving LoanREVOLVING LOAN" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such terms as shall be satisfactory to the Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Originator thereunder for the purchase of Receivables from the Transferor Originator under such Transfer the Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Loan" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such terms as shall be satisfactory to the Agent.

Nature of Business; Other Agreements; Other Indebtedness. The Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking undertaking, in each case other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Originator thereunder for the purchase of Receivables from the Transferor Originator under such Transfer the Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(kSECTION 5.1(K) of this Agreement. In the event the Seller shall at any time borrow a "Revolving LoanSUBORDINATED LOAN" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such the terms as shall be satisfactory to provided for in the AgentSubordinated Note and the Sale Agreement.

Nature of Business; Other Agreements; Other Indebtedness. The -------------------------------------------------------- Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor applicable Originator thereunder for the purchase of Receivables from such Originator under the Transferor under such Transfer Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(kSECTION 6.01(J) of this Agreement. In the event the Seller shall at any time borrow a "Revolving LoanSUBORDINATED LOAN" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such terms as shall be satisfactory to the Agent.

Nature of Business; Other Agreements; Other Indebtedness. The -------------------------------------------------------- Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Federal-Mogul thereunder for the purchase of Receivables from Federal-Mogul under the Transferor under such Transfer Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k6.01(j) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Subordinated Loan" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent Agents under this Agreement, on such terms as shall be satisfactory to the AgentCo-Agents.

Nature of Business; Other Agreements; Other Indebtedness. The -------------------------------------------------------- Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking undertaking, in each case other than the transactions contemplated and authorized by this Agreement and the Transfer Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than than: (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (ii) the incurrence of obligations under this Agreement, , (iii) the incurrence of obligations, as expressly contemplated in the Transfer Sale Agreement, to make payment to the Transferor Originator thereunder for the purchase of Receivables from the Transferor Originator under such Transfer the Sale Agreement, and and (iv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(kSECTION 5.1(K) of this Agreement. In the event the Seller shall at any time borrow a "Revolving LoanSUBORDINATED LOAN" under the Transfer Sale Agreement, the obligations of the Seller in connection therewith shall be subordinated to the obligations of the Seller to the Purchasers and the Agent under this Agreement, on such the terms as shall be satisfactory to provided for in the AgentSubordinated Note and the Sale Agreement.

Nature of Business; Other Agreements; Other Indebtedness. The -------------------------------------------------------- Seller shall not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated and authorized by this Agreement and the Transfer Receivables Sale Agreement. Without limiting the generality of the foregoing, the Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Transfer Receivables Sale Agreement, to make payment to the Transferor Originators thereunder for the purchase of Receivables from the Transferor Originators under such Transfer Receivables Sale Agreement, (iv) the incurrence of obligations under a loan, from time to time, from the Originators, and (ivv) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.1(k------- 7.1(i) of this Agreement. In the event the Seller shall at any time borrow a "Revolving Loan" loan under the Transfer AgreementReceivables Sale Agreement or under any other loan or financial accommodation from any Originator, the obligations of the Seller in connection therewith with any such borrowing shall be subordinated to the obligations of the Seller to the Purchasers Purchasers, the Managing Agents and the Collateral Agent under this Agreement, on such terms as shall be satisfactory to the AgentManaging Agents.