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

Nature of Business; Other Agreements; Other Indebtedness. The Borrower 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 Sale Agreement (including without limitations the transactions set forth in clauses (a) through (d) below). Without limiting the generality of the foregoing, the Borrower shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than: (a) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (b) the incurrence of obligations under this Agreement, (c) the incurrence of obligations, as expressly contemplated in the Sale Agreement (including incurrence of Originator Subordinated Secured Notes), to make payment to the applicable Originator thereunder for the purchase of Receivables from such Originator under the Sale Agreement, and (d) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.14 of this Agreement. In the event the Borrower shall at any time incur any borrowings under an Originator Subordinated Secured Note under the Sale Agreement, the obligations of the Borrower in connection therewith shall be subordinated to the obligations of the Borrower to the Lenders and the Administrative Agent under this Agreement, on such terms as shall be reasonably satisfactory to the Administrative Agent and the junior liens granted in respect thereof shall be subject to the Originator Intercreditor Agreement. The Borrower 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 the Borrower’s assets the payment of, any debt or expense of any Originator.

Nature of Business; Other Agreements; Other Indebtedness. The Borrower 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 Receivables Sale Agreement (including without limitations the transactions set forth in clauses (a) through (d) below)Agreement. Without limiting the generality of the foregoing, the Borrower Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness Indebtedness or other liabilities, whether direct or contingent, other than: : (aj) (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (bi) the incurrence of obligations under this AgreementAgreement or any other Transaction Document, (ci) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement (including incurrence of Originator Subordinated Secured Notes)Agreement, to make payment to the applicable Originator Originators thereunder for the purchase of Receivables from such Originator the Originators under the Receivables Sale Agreement, and (di) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.14 7.1(i) of this Agreement. Seller may pay expenses permitted by Section 8.2(e)(iv) with the proceeds of Subordinated Loans (to the extent that a Subordinated Loan could be borrowed without rendering Seller's Net Worth less than the Required Capital Amount). In the event the Borrower Seller shall at any time incur any borrowings under an Originator receive a Subordinated Secured Note Loan under the Receivables Sale Agreement, the obligations of the Borrower Seller in connection therewith shall be subordinated to the obligations of the Borrower Seller to the Lenders Purchasers and the Administrative Agent under this Agreement, on such the terms as shall be reasonably satisfactory to provided for in the Administrative Agent Subordinated Note and the junior liens granted in respect thereof shall be subject to the Originator Intercreditor Receivables Sale Agreement. The Borrower 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 the Borrower’s assets the payment of, any debt or expense of any Originator.

Nature of Business; Other Agreements; Other Indebtedness. The Borrower 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 Sale Agreement (including without limitations the transactions set forth in clauses (a) through (d) below)Agreement. Without limiting the generality of the foregoing, the Borrower Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than: (ai) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (bii) the incurrence of obligations under this Agreement, (ciii) the incurrence of obligations, as expressly contemplated in the Sale Agreement (including incurrence of Originator Subordinated Secured Notes)Agreement, to make payment to the applicable Originator thereunder for the purchase of Receivables from such the Originator under the Sale Agreement, and (div) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.14 7.1(k) of this Agreement. In the event the Borrower Seller shall at any time incur any borrowings under an Originator borrow a “Subordinated Secured Note Loan” under the Sale Agreement, the obligations of the Borrower Seller in connection therewith shall be subordinated to the obligations of the Borrower Seller to the Lenders Purchasers and the Administrative Agent Agents under this Agreement, on the terms provided for in the Subordinated Note and the Sale Agreement; provided, however, that such subordination terms as shall not restrict payments to be made in respect of such Subordinated Loans except to the extent set forth in Section 7.2(i) of this Agreement and provided, further, that amounts owing in respect of such Subordinated Loans shall be reasonably satisfactory automatically, without presentment, demand, protest or other notice to the Administrative Agent Originator, set-off and otherwise reduced by any obligations at any time owing by the junior liens granted Originator to the Seller in respect thereof shall be subject of any intercompany loans from the Seller to the Originator Intercreditor Agreementmade with the proceeds of Collections. The Borrower Notwithstanding this Section 7.2(e), Seller shall not pay any debt or expense of any be permitted to enter into the Cash Management Agreement and administrative services agreements with the Originator and shall not hold itself to lend all or its credit out as being available a portion of the sale proceeds to pay, and shall not guarantee or secure with the Borrower’s assets the payment of, any debt or expense of any OriginatorOriginator pursuant to a promissory note.

Nature of Business; Other Agreements; Other Indebtedness. The Borrower 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 Sale Agreement (including without limitations the transactions set forth in clauses (a) through (d) below)Agreement. Without limiting the generality of the foregoing, the Borrower Seller shall not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than: (ai) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (bii) the incurrence of obligations under this Agreement, (ciii) the incurrence of obligations, as expressly contemplated in the Sale Agreement (including incurrence of Originator Subordinated Secured Notes)Agreement, to make payment to the applicable Originator thereunder for the purchase of Receivables from such the Originator under the Sale Agreement, and (div) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated in Section 5.14 7.1(k) of this Agreement. In the event the Borrower Seller shall at any time incur any borrowings under an Originator borrow a “Subordinated Secured Note Loan” under the Sale Agreement, the obligations of the Borrower Seller in connection therewith shall be subordinated to the obligations of the Borrower Seller to the Lenders and Purchasers, the Administrative Agent and the Co-Agents under this Agreement, on the terms provided for in the Subordinated Note and the Sale Agreement; provided, however, that such subordination terms as shall not restrict payments to be made in respect of such Subordinated Loans except to the extent set forth in Section 7.2(i) of this Agreement and provided, further, that amounts owing in respect of such Subordinated Loans shall be reasonably satisfactory automatically, without presentment, demand, protest or other notice to the Administrative Agent Originator, set-off and otherwise reduced by any obligations at any time owing by the junior liens granted Originator to the Seller in respect thereof shall be subject of any intercompany loans from the Seller to the Originator Intercreditor Agreementmade with the proceeds of Collections. The Borrower Notwithstanding this Section 7.2(e), Seller shall not pay any debt or expense of any be permitted to enter into the Cash Management Agreement and administrative services agreements with the Originator and shall not hold itself to lend all or its credit out as being available a portion of the sale proceeds to pay, and shall not guarantee or secure with the Borrower’s assets the payment of, any debt or expense of any OriginatorOriginator pursuant to a promissory note.