Common use of Restrictions on Payment Clause in Contracts

Restrictions on Payment. Notwithstanding anything in this Note or elsewhere to the contrary, the Holder, by its acceptance hereof, hereby acknowledges and agrees that all payments of principal of, and interest on, this Note shall be made solely out of funds available to the Maker which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Maker to the extent that insufficient funds exist to make such payment. Without limiting the generality of the foregoing, no payments may be made by the Maker with respect to this Note at any time (i) that a Termination Event has occurred and is continuing or (ii) during the period between the Termination Date and the date on which all Aggregate Unpaids are paid in full. Except as provided in the immediately preceding paragraph, no demand for any payment may be made by the Holder, no payment shall be due from the Maker with respect to this Note and the Holder shall have no claim for any payment under this Note. In the event that, notwithstanding the foregoing provision limiting such payment, the Holder shall receive any payment of principal or interest which is not permitted to be made pursuant to the preceding paragraph, such payment shall be received and held in trust by the Holder for the benefit of, and shall be promptly paid over to, the Administrative Agent under the Receivables Transfer Agreement. The Holder, by its acceptance hereof, agrees to be so bound. The Holder of this Note, by its acceptance hereof, agrees that it will not, in its capacity as a creditor of the Maker, institute against, or join any other Person in instituting against, the Maker any involuntary proceeding of the type referred to in the definition of “Event of Bankruptcy” in the Receivables Transfer Agreement so long as there shall not have elapsed one year plus one day since the date on which all Aggregate Unpaids are paid in full. The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NALCO RECEIVABLES LLC By: ___________________________________ Name: _________________________________ Title: __________________________________ SCHEDULE TO NOTE Date Addition to Principal Amount Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By B-3 EXHIBIT C TRADE NAMES, FORMER NAMES; TAX IDENTIFICATION NUMBER; ORGANIZATIONAL IDENTIFICATION NUMBER; JURISDICTION OF INCORPORATION Former Names: Ondeo Nalco Company Federal Employer Identification No.: 00-0000000 Jurisdiction of Incorporation: Delaware Trade Names or Doing Business as Names: Arkansas: NALCO COMPANY SERVICES INC California: NALCO COMPANY DBA NALCO COMPANY SERVICES Rhode Island: NALCO COMPANY DBA NALCO SERVICES COMPANY Utah: NALCO COMPANY DBA NALCO COMPANY SERVICES

Restrictions on Payment. Notwithstanding anything in this Note or elsewhere to the contrary, the Holder, by its acceptance hereof, hereby acknowledges and agrees that all payments of principal of, and interest on, this Note shall be made solely out of funds available to the Maker which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Maker to the extent that insufficient funds exist to make such payment. Without limiting the generality of the foregoing, no payments may be made by the Maker with respect to this Note at any time (i) that a Termination Event has occurred and is continuing or (ii) during the period between the Termination Date and the date on which all Aggregate Unpaids are paid in full. Except as provided in the immediately preceding paragraph, no demand for any payment may be made by the Holder, no payment shall be due from the Maker with respect to this Note and the Holder shall have no claim for any payment under this Note. In the event that, notwithstanding the foregoing provision limiting such payment, the Holder shall receive any payment of principal or interest which is not permitted to be made pursuant to the preceding paragraph, such payment shall be received and held in trust by the Holder for the benefit of, and shall be promptly paid over to, the Administrative Agent under the Receivables Transfer Agreement. The Holder, by its acceptance hereof, agrees to be so bound. The Holder of this Note, by its acceptance hereof, agrees that it will not, in its capacity as a creditor of the Maker, institute against, or join any other Person in instituting against, the Maker any involuntary proceeding of the type referred to in the definition of “"Event of Bankruptcy” " in the Receivables Transfer Agreement so long as there shall not have elapsed one year plus one day since the date on which all Aggregate Unpaids are paid in full. The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NALCO AFFINIA RECEIVABLES LLC By: ___________________________________ ------------------------------------- Name: _________________________________ ----------------------------------- Title: __________________________________ ---------------------------------- SCHEDULE TO NOTE Date <TABLE> --------------------------------------------------------------------------------------------------------------- Addition to Principal Amount Amount of Principal Unpaid Principal Date Principal Amount Paid or Prepaid Unpaid Principal Balance Notation Made By B-3 EXHIBIT C TRADE NAMES, FORMER NAMES; TAX IDENTIFICATION NUMBER; ORGANIZATIONAL IDENTIFICATION NUMBER; JURISDICTION OF INCORPORATION Former Names: Ondeo Nalco Company Federal Employer Identification No.: 00-0000000 Jurisdiction of Incorporation: Delaware Trade Names or Doing Business as Names: Arkansas: NALCO COMPANY SERVICES INC California: NALCO COMPANY DBA NALCO COMPANY SERVICES Rhode Island: NALCO COMPANY DBA NALCO SERVICES COMPANY Utah: 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Restrictions on Payment. Notwithstanding anything in this Note or elsewhere to the contrary, the Holder, by its acceptance hereof, hereby acknowledges and agrees that all payments of principal of, and interest on, this Note shall be made solely out of funds available to the Maker which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Maker to the extent that insufficient funds exist to make such payment. Without limiting the generality of the foregoing, no payments may be made by the Maker with respect to this Note at any time (i) that a Termination Event has occurred and is continuing or (ii) during the period between the Termination Date and the date on which all Aggregate Unpaids are paid in full. Except as provided in the immediately preceding paragraph, no demand for any payment may be made by the Holder, no payment shall be due from the Maker with respect to this Note and the Holder shall have no claim for any payment under this Note. In the event that, notwithstanding the foregoing provision limiting such payment, the Holder shall receive any payment of principal or interest which is not permitted to be made pursuant to the preceding paragraph, such payment shall be received and held in trust by the Holder for the benefit of, and shall be promptly paid over to, the Administrative Agent under the Receivables Transfer Agreement. The Holder, by its acceptance hereof, agrees to be so bound. The Holder of this Note, by its acceptance hereof, agrees that it will not, in its capacity as a creditor of the Maker, institute against, or join any other Person in instituting against, the Maker any involuntary proceeding of the type referred to in the definition of “Event of Bankruptcy” in the Receivables Transfer Agreement so long as there shall not have elapsed one year plus one day since the date on which all Aggregate Unpaids are paid in full. The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NALCO RECEIVABLES LLC By: ___________________________________ Name: _________________________________ Title: __________________________________ SCHEDULE TO NOTE Date Addition to Principal Amount Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By B-3 EXHIBIT C TRADE NAMES, NAMES AND FORMER NAMES; TAX TAXPAYER IDENTIFICATION NUMBER; ORGANIZATIONAL IDENTIFICATION NUMBER; JURISDICTION OF INCORPORATION Former Names: Ondeo Nalco Company Federal Employer Identification No.: 00-0000000 Jurisdiction of Incorporation: Delaware Trade Names or Doing Business as Names: Alabama: NALCO COMPANY, INC. Arkansas: NALCO COMPANY SERVICES INC California: NALCO COMPANY DBA WHICH WILL DO BUSINESS AS NALCO COMPANY SERVICES New Hampshire: NALCO COMPANY SERVICES Rhode Island: NALCO COMPANY DBA NALCO SERVICES COMPANY Utah: NALCO COMPANY DBA NALCO COMPANY SERVICES

Restrictions on Payment. Notwithstanding anything in this Note or elsewhere to the contrarycontrary set forth herein, the Holder, by its acceptance hereof, hereby acknowledges and agrees that all payments any payment of principal of, interest on or any monies owing with respect to the Notes, whether at the Interest Payment Date or Maturity Date specified herein or otherwise, may be made only with the prior approval of the Commissioner of the Department whenever, in its judgment, the financial condition of the Issuer shall warrant. In addition, the Noteholders may not be entitled to offset or subject to recoupment any amounts owed by the Issuer in interest or principal under such Note with any debt, liability or other obligations that may be owed by such Noteholders to the Issuer. If the Commissioner of the Department does not approve the making of any payment of principal of or interest on the Notes on the Interest Payment Date or Maturity Date thereof, as specified herein, the Interest Payment Date or Maturity Date, as the case may be, shall be extended and interest on, this Note such payment shall be made solely out of funds available to by the Maker Issuer within three (3) Business Days on which are not otherwise required to be applied or set-aside for the payment of any obligations Issuer shall have the written approval of the Buyer under Commissioner of the Receivables Transfer Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against the Maker to the extent that insufficient funds exist Department to make such payment. Without limiting Interest will continue to accrue on any such unpaid principal to the generality actual date of payment at the foregoing, no payments may be made by rate of interest stated on the Maker face hereof. Interest will not accrue on interest with respect to this Note at any time (i) that a Termination Event which the Interest Payment Date has occurred and is continuing or (ii) been extended, during the period between of such extension. If the Termination Date and Commissioner of the date on which all Aggregate Unpaids are paid in full. Except as provided in the immediately preceding paragraph, no demand for any payment may be made by the Holder, no payment shall be due from the Maker with respect to this Note and the Holder shall have no claim for any payment under this Note. In the event that, notwithstanding the foregoing provision limiting such payment, the Holder shall receive any Department approves a payment of principal of or interest which on the Notes in an amount that is not permitted less than the full amount of principal of and interest on the Notes then scheduled to be made pursuant to paid in respect of the preceding paragraphNotes, payment of such payment partial amount shall be received made pro rata among holders of the Notes and held in trust by any other surplus notes that rank pari passu with the Holder for Notes. In connection with any such proration of principal, the benefit of, and Issuer shall be promptly paid over toentitled to adjust upward or downward, by an amount not exceeding the minimum authorized denomination of the Notes, the Administrative Agent under amount payable to holders of the Receivables Transfer AgreementNotes such that the unpaid portion of each Note is an authorized denomination. The Holder, by its acceptance hereof, agrees to be so bound. The Holder of this Note, by its acceptance hereof, agrees that it will notIssuer shall not repay any debt or obligations owed under these Notes, in its capacity as a creditor whole or in part, out of proceeds derived from business or transactions with any Restricted Party or from activities that violate any anti-corruption laws, anti-money laundering laws, or Sanctions and Export Control Laws. For the purposes of the Maker, institute against, or join any other Person in instituting against, the Maker any involuntary proceeding of the type referred to in the definition of “Event of Bankruptcy” in the Receivables Transfer Agreement so long as there shall not have elapsed one year plus one day since the date on which all Aggregate Unpaids are paid in full. The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NALCO RECEIVABLES LLC By: ___________________________________ Name: _________________________________ Title: __________________________________ SCHEDULE TO NOTE Date Addition to Principal Amount Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By B-3 EXHIBIT C TRADE NAMES, FORMER NAMES; TAX IDENTIFICATION NUMBER; ORGANIZATIONAL IDENTIFICATION NUMBER; JURISDICTION OF INCORPORATION Former Names: Ondeo Nalco Company Federal Employer Identification No.: 00-0000000 Jurisdiction of Incorporation: Delaware Trade Names or Doing Business as Names: Arkansas: NALCO COMPANY SERVICES INC California: NALCO COMPANY DBA NALCO COMPANY SERVICES Rhode Island: NALCO COMPANY DBA NALCO SERVICES COMPANY Utah: NALCO COMPANY DBA NALCO COMPANY SERVICESparagraph above: