Common use of Other Business Clause in Contracts

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, ; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Transaction Documents) ; or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit) or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Subordinated Notes or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit (excluding, for the avoidance of doubt, Letters of Credit issued hereunder) or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Subordinated Notes or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, ; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Transaction Documents) ; or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement or any the other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Transaction Documents or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under the transactions Transaction Documents and other activities contemplated by the Basic Transaction Documents, (B) the acquisition, ownership and management of the Collateral and (C) the sale of Loans as permitted hereunder, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Agreement, or (iii) form any Subsidiary or make any Investments Investment in any other PersonPerson except as permitted hereunder.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, ; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Transaction Documents) ; or (iii) form any Subsidiary or make any Investments in any other PersonPerson without the prior written consent of each Lender.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Subordinated Notes or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, ; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Transaction Documents) ; or (iii) form any Subsidiary or make any Investments in any other PersonPerson without the prior written consent of the Deal Agent.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic DocumentsTransaction Documents or reasonable extensions thereof, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or permitted by this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic other Transaction Documents) , or (iii) form any Subsidiary or make any Investments Investment in any other PersonPerson (other than Permitted Investments).

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit (excluding, for the avoidance of doubt, Letters of Credit issued hereunder)) or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Subordinated Notes or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit (excluding, for the avoidance of doubt, Letters of Credit issued hereunder) or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Subordinated Notes or (iii) form any Subsidiary or make any Investments investments in any Person other Personthan Parent.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or permitted by this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic other Transaction Documents) , or (iii) except as permitted pursuant to Section 4.1(r), form any Subsidiary or make any Investments Investment in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) create, incur or permit to exist any Indebtedness, obligation, liability or contingent obligation Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Intercompany Loan Agreement or (iii) form any Subsidiary or make any Investments investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or under any other Basic Document (excluding any incidental expenses incurred Hedging Agreement required by the Borrower in connection with the performance of its obligations under the Basic Documents) Section 5.3(a), or (iii) form any Subsidiary or make any Investments Investment in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Documents, Transaction Documents to which it is a party; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Transaction Documents to which it is a party; or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Agreement, or (iii) form any Subsidiary other than any REO Affiliate or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business or incur any obligation, liability or contingent obligations other than the transactions contemplated by the Basic Transaction Documents, the Master Participation Agreement and the organizational documents of the Borrower, (ii) incur any Indebtedness, obligation, liability or contingent obligation Indebtedness of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Agreement, or (iii) form any Subsidiary or make any Investment (other than Permitted Investments and the Loans contemplated herein) in any other Person.

Other Business. The Borrower will not not: (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, ; (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Transaction Documents) ; or (iii) form any Subsidiary or make any Investments investments in any other PersonPerson without the prior written consent of each Lender.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or in connection with this Agreement or under any other Basic Document (excluding any incidental expenses incurred Hedging Agreement required by the Borrower in connection with the performance of its obligations under the Basic Documents) Section 6.03 or (iii) form any Subsidiary or make any Investments (other than Permitted Investments) in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) form any Subsidiary or make any Investments in any other Person.Person (other than Permitted Investments). (c)

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic DocumentsTransaction Documents and activities incidental thereto, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or under any other Basic Transaction Document (excluding including any incidental Hedging Agreement required by Section 5.3(a)), and other than any franchise fees, taxes or other expenses incurred by the Borrower in connection with the performance ordinary course of its obligations under the Basic Documents) business or (iii) form any Subsidiary other than any REO Affiliate or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Borrower Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Borrower Basic Documents) or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement and the other Transaction Documents or under any other Basic Document (excluding any incidental expenses incurred Hedge Agreement required by the Borrower in connection with the performance of its obligations under the Basic Documents) Section 5.3(a), or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or under any other Basic Document (excluding any incidental expenses incurred Hedging Agreement required by the Borrower in connection with the performance of its obligations under the Basic Documents) Section 6.03 or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) form any Subsidiary or make any Investments in any other PersonPerson (other than Permitted Investments).

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or permitted by this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic other Transaction Documents) , or (iii) form any Subsidiary or make any Investments Investment in any other PersonPerson (other than Permitted Investments).

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) form any Subsidiary or make any Investments in any other Person.Person (other than Permitted Investments). Signature Page to Credit Agreement (Heights/SouthernCo)

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic DocumentsTransaction Documents or incidental or ancillary thereto, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or permitted by this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Agreement, or (iii) form any Subsidiary or make any Investments Investment in any other PersonPerson (other than any equity or other securities retained pursuant to Section 6.5).

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Agreement, or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) Transaction Documents or (iii) form any Subsidiary or make any Investments in any other PersonPerson other than pursuant to the Transaction Documents.

Other Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under the transactions Transaction Documents and other activities contemplated by the Basic Transaction Documents, (B) the acquisition, ownership and management of the Collateral and (C) the sale of Loans as permitted hereunder, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) form any Subsidiary or make any Investments Investment in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to or as contemplated by this Agreement, any Hedging Agreement required by Section 6.3 of the Purchase Agreement or any other Basic Transaction Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documentsforegoing documents) or (iii) form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Documents, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or (iii) have or form any Subsidiary or make any Investments in any other Person.

Other Business. The Borrower will not (i) engage in any business other than the transactions contemplated by the Basic Transaction Documents, (ii) incur any Indebtednessindebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement and the other Transaction Documents or under any other Basic Document (excluding any incidental expenses incurred Hedge Agreement required by the Borrower in connection with the performance of its obligations under the Basic Documents) Section 5.3(a), or (iii) form any Subsidiary or make any Investments (other than pursuant to an Equipment Loan) in any other Person.