SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of May 4, 2005 Among

Exhibit 10.77

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of May 4, 2005

Among

TENNECO AUTOMOTIVE RSA COMPANY, as Seller,

TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Servicer,

JUPITER SECURITIZATION CORPORATION and LIBERTY STREET FUNDING
CORP. , as Conduits,

THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,

THE BANK OF NOVA SCOTIA, as Liberty Street Agent

and

JPMORGAN CHASE BANK, N.A., as Jupiter Agent and Administrative Agent

TABLE OF CONTENTS

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ii

Exhibits and Schedules

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SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

           THIS SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of May 4, 2005 is among:

     (a) Tenneco Automotive RSA Company, a Delaware corporation ( “Seller” ),

     (b) Tenneco Automotive Operating Company Inc., a Delaware corporation ( “Tenneco Operating” ), as initial Servicer (the Servicer, and together with Seller, the “Seller Parties” ),

     (c) Jupiter Securitization Corporation, a Delaware corporation ( “Jupiter” or a “Conduit” ), and Liberty Street Funding Corp., a Delaware corporation ( “Liberty Street” or a “Conduit” ),

     (d) JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office Chicago), a national banking association ( “JPMorgan Chase” ), and its assigns hereunder (collectively, the “Jupiter Committed Purchasers” and, together with Jupiter, the “Jupiter Group” ), and The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency ( “Scotiabank” ), and its assigns hereunder (collectively, the “Liberty Street Committed Purchasers” and, together with Liberty Street, the “Liberty Street Group” ),

     (e) JPMorgan Chase, in its capacity as agent for the Jupiter Group (the “Jupiter Agent” or a “Co-Agent” ), and Scotiabank, in its capacity as agent for the Liberty Street Group (the “Liberty Street Agent” or a “Co-Agent” ), and

     (f) JPMorgan Chase, in its capacity as administrative agent for the Jupiter Group, the Liberty Street Group and each Co-Agent (in such capacity, together with its successors and assigns hereunder, the “Administrative Agent” and, together with each of the Co-Agents, the “Agents” ),

and amends and restates in its entirety that certain Amended and Restated Receivables Purchase Agreement, dated as of January 31, 2003, among the parties hereto other than Liberty Street, Scotiabank and the Liberty Street Agent, as heretofore amended from time to time (the “Existing Agreement” ). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

     Seller desires to add Liberty Street and Scotiabank as Purchasers under the facility evidenced by the Existing Agreement, and thereafter, to continue to transfer and assign Purchaser Interests for the benefit of the Purchasers from time to time.

     Each of the Conduits may, in its absolute and sole discretion, direct its applicable Co-Agent to purchase Purchaser Interests from Seller from time to time for the benefit of such Conduit.

     In the event that a Conduit declines to make any purchase through its Co-Agent, the Committed Purchasers in its Group shall, at the request of Seller, direct the applicable Co-Agent to purchase Purchaser Interests on their behalf from time to time.

     JPMorgan Chase has been requested and is willing to act as Jupiter Agent on behalf of the Jupiter Group in accordance with the terms hereof.

     Scotiabank has been requested and is willing to act as Liberty Street Agent on behalf of the Liberty Street Group in accordance with the terms hereof.

     JPMorgan Chase has also been requested and is willing to act as Administrative Agent on behalf of the Groups in accordance with the terms hereof.

     The parties desire to amend and restate in its entirety the Existing Agreement on the terms and subject to the conditions hereinafter set forth.

ARTICLE I.

PURCHASE ARRANGEMENTS

     Section 1.1 Purchase Facility .

          (a) Upon the terms and subject to the conditions hereof, Seller may from time to time prior to the Facility Termination Date request that the Groups purchase their respective Percentages of Purchaser Interests offered for sale from time to time by delivering a Purchase Notice to the Co-Agents in accordance with Section 1.2. Upon receipt of a copy of each Purchase Notice from Seller, each of the Co-Agents shall determine whether its Conduit will purchase, its Group’s Percentage of the Purchaser Interest specified in such Purchase Notice, and

     (i) in the event that Jupiter elects not to make its Percentage of such Purchase, the Jupiter Agent shall promptly notify the Seller and, unless the Seller cancels the Purchase Notice, each of the Jupiter Committed Purchasers severally agrees to make its Pro Rata Share of the Jupiter Group’s Percentage of such Purchase on the terms and subject to the conditions hereof, provided that at no time may the aggregate Capital of the Jupiter Group at any one time outstanding exceed the lesser of (A) the aggregate amount of the Jupiter Committed Purchasers’ Commitments divided by 102%, and (B) the Jupiter Group’s Percentage of the Purchase Limit; and

     (ii) in the event that Liberty Street elects not to make its Percentage of such Purchase, the Liberty Street Agent shall promptly notify the Seller and, unless the Seller cancels its Purchase Notice, each of the Liberty Street Committed Purchasers severally agrees to make its Pro Rata Share of the Liberty Street Group’s Percentage of such Purchase, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Capital of the Liberty Street Group at any one time outstanding exceed the lesser of (A) the aggregate amount of the Liberty Street Committed Purchasers’ Commitments divided by 102%, and (B) the Liberty Street Group’s Percentage of the Purchase Limit.

          (b) Seller may, upon at least thirty (30) Business Days’ notice to the Agents, terminate in whole or reduce in part, ratably between the Groups (and within each Group, ratably amongst the Committed Purchasers therein), the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or a larger integral multiple of $500,000.

     Section 1.2 Increases . Not later than 10:00 a.m. (Chicago time) on the Business Day prior to each Incremental Purchase, Seller shall provide the Co-Agents with notice in the form set forth as Exhibit II hereto of each Incremental Purchase (a “ Purchase Notice ”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price and each Group’s Percentage thereof (which shall not be less than $1,000,000 in the aggregate), the proposed date of purchase (which shall be a Business Day) and, in the case of an Incremental Purchase to be funded by a Group’s Committed Purchasers, the requested Discount Rate and Tranche Period; provided, however, that in no event shall the aggregate number of Incremental Purchases pursuant to this Section 1.2 exceed two (2) in any calendar week. Following receipt of a Purchase Notice, each of the Co-Agents will determine whether its Conduit agrees to make its Group’s Percentage of such Purchase. If a Conduit declines to make its Percentage of the proposed Purchase (such Conduit being a “ Declining Conduit ”), the applicable Co-Agent shall promptly advise the Seller and the Servicer of such fact, and the Seller may thereupon cancel the Purchase Notice as to all Groups or, in the absence of such a cancellation, the Incremental Purchase of that Group’s Percentage of the applicable Purchaser Interest will be made by the Committed Purchasers in such Group. In addition, Seller may replace the Declining Conduit and its Group by first offering the Declining Conduit’s Group’s rights under, interest in, title to and obligations under this Agreement to the other Conduit’s Group and if the other Conduit’s Group accepts such offer, the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to the other Conduit’s Group. If such other Conduit’s Group declines such an offer, Seller shall have until the 30th day after the other Conduit’s Group has declined such offer to find another special purpose asset-backed commercial paper conduit having a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. (and committed purchasers) to accept an assignment of the Declining Conduit’s Group rights under, interest in, title to and obligations under this Agreement and if Seller finds such a conduit (and committed purchasers), the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to such other conduit and committed purchasers. If such replacement cannot be found within such period, at Seller’s request, the Declining

Conduit Group’s Capital shall amortize in accordance with Section 2.2 as if such Group was a Terminating Committed Purchaser’s Group hereunder until such Capital shall be paid in full.

          On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI , each Conduit or Committed Purchaser, as applicable, shall deposit to an account specified by its Co-Agent, for transfer to an account designated by Seller (or by Servicer on Seller’s behalf), in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of a Conduit, its Group’s Percentage of the aggregate Purchase Price of the Purchaser Interests described in such Purchase Notice or (ii) in the case of a Committed Purchaser, such Committed Purchaser’s Pro Rata Share of its Group’s Percentage of the aggregate Purchase Price of such Purchaser Interests. Upon such transfer by a Co-Agent to Seller’s designated account, Seller hereby, without the necessity of further action by any Person, assigns, transfers, sets over and otherwise conveys to the Administrative Agent, for the benefit of the Purchasers providing such funds, the applicable Purchaser Interest.

          Notwithstanding the foregoing, the Liberty Street Agent shall pay, on May 4, 2005, $40,000,000 (the “ Equalization Payment ”) to the Jupiter Agent at the following account: Acct title: Jupiter, Bank One, NA, ABA # 071000013, Acct # 5948118, SWIFT address: FNBCUS44XXX, Funding Contact: Raquel Thompson (312) 732-5366, Reference: Tenneco Automotive RSA, so that (after giving effect to such Equalization Payment and any funding by each Group of any Incremental Purchase to be made on May 4, 2005) each Group’s Percentage of the outstanding Aggregate Capital, after giving effect to any funding of such Incremental Purchase and the addition of the Liberty Street Group provided for herein, equals the amount which would be such Group’s Percentage of the outstanding Aggregate Capital if all Groups (including the Liberty Street Group) funded their respective Group’s Percentage of all Incremental Purchases on or prior to May 4, 2005 (after giving to all payments in respect of the Aggregate Capital outstanding on or prior to May 4, 2005).

     Section 1.3 Decreases. Not later than 12:00 noon (Chicago time) on the Business Day prior to a proposed reduction in Aggregate Capital outstanding, Seller shall provide the Co-Agents with written notice of any reduction requested by the Seller of the Aggregate Capital outstanding (a “ Reduction Notice ”). Such Reduction Notice shall designate (i) the date (the “ Proposed Reduction Date ”) upon which any such reduction of Aggregate Capital shall occur (which date shall be not earlier than one (1) Business Day after the Reduction Notice is given), and (ii) the amount of Aggregate Capital to be reduced (the “ Aggregate Reduction ”), which shall be applied ratably to the Purchaser Interests of each Group in accordance with the amount of Capital owing to each and within each Group, ratably in accordance with the amount of Capital, if any, owing to each member of such Group.

     Section 1.4 Payment Requirements . All amounts to be paid or deposited by a Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds. If such amounts are payable to the Administrative Agent or a member of the Jupiter Group, they shall be paid for its account to the Jupiter Agent, at 1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified by the Jupiter Agent (the “Jupiter Group Account” ). If such amounts are payable to the Liberty Street Agent, the Administrative Agent or

to a member of the Liberty Street Group, they shall be paid to Liberty Street Funding Corp.’s account no. 2158-13 at The Bank of Nova Scotia — New York Agency, in New York, New York, ABA No. 026-002532, until otherwise notified by the Liberty Street Agent or the Administrative Agent (the “Liberty Street Group Account” ). Upon notice to Seller, the Administrative Agent may debit any account of Seller maintained at JPMorgan Chase for all amounts due and payable hereunder. Except for computations of Yield based on the Prime Rate, all computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. All computations of Yield or Default Fee based on the Prime Rate shall be computed for actual days elapsed on the basis of a year consisting of 365 (or, when appropriate, 366) days. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

ARTICLE II.

PAYMENTS AND COLLECTIONS

     Section 2.1 Payments . Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to each of the Co-Agents when due, for the account of the relevant Purchaser or Purchasers in its Group, on a full recourse basis: (i) such fees as are set forth in the applicable Fee Letter (which fees shall be sufficient to pay all fees owing to the Committed Purchasers in such Co-Agent’s Group), (ii) all CP Costs owing to such Co-Agent’s Conduit (which shall be due and payable in arrears on Monthly Payment Dates for the Accrual Period then most recently ended), (iii) all amounts payable as Yield to the Committed Purchasers in such Co-Agent’s Group (which shall be due and payable on the last day of the applicable Tranche Period), (iv) such Co-Agent’s Group’s Percentage of all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) such Co-Agent’s Group’s Percentage of all amounts payable to reduce the aggregate Capital of the Purchaser Interests, if required, pursuant to Section 2.6, (vi) such Co-Agent’s Group’s share of all amounts payable pursuant to Article X, if any, (vii) such Co-Agent’s Group’s share of all Broken Funding Costs and (viii) such Co-Agent’s Group’s Percentage of all Default Fees (all of the foregoing in clauses (i)-(viii), collectively, the “Recourse Obligations” ). If Seller fails to pay any of the Recourse Obligations when due: (a) a Settlement Date shall occur, and (b) Seller agrees to pay, on demand, the Default Fee on the unpaid portion of such Recourse Obligation until paid in full. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections, Seller shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Agents.

     Section 2.2 Collections Prior to Amortization . Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids, for a

Reinvestment as provided in this Section 2.2 or to reduce the Aggregate Capital outstanding in accordance with Section 1.3. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group and (ii) Seller hereby requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment” ) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date” ) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage” ). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

     Section 2.3 Collections Following Amortization . On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the applicable Purchasers in each Group, the applicable Group’s Percentage of all Collections received on each such day and an additional amount for the payment of any accrued and unpaid Recourse Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent or pursuant to Section 1.3 (i) remit to each Co-Agent’s account specified in Section 1.4, such Co-Agent’s Group’s Percentage of the

amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce such Group’s Capital associated with each such Purchaser Interest and any other Aggregate Unpaids owing to such Group.

     Section 2.4 Application of Collections . If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds in the following order of priority:

      first, to the Servicer, in payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is not then acting as the Servicer,

      second, (i) to the Administrative Agent in reimbursement of its reasonable costs of collection and enforcement of this Agreement on behalf of the Purchasers and (ii) to the Agents, in reimbursement of reasonable fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel, representing Agents in connection with such collection and enforcement,

      third, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield when and as due (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof),

      fourth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of its Group’s Capital (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof),

      fifth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in ratable payment of all other unpaid Recourse Obligations owing to such Group,

      sixth, in payment of the Servicer’s costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as the Servicer, and

      seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

     Section 2.5 Payment Rescission . No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to each applicable Co-Agent (for application to the Person or Persons who suffered such rescission,

return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

     Section 2.6 Maximum Purchaser Interests . Seller shall ensure that the Purchaser Interests of the Purchasers do not exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall determine the amount that must be applied to the reduction of Capital of the Purchaser Interests to eliminate such excess (the “Mandatory Reduction Amount” ), and Seller shall pay, from funds available to Seller under Sections 2.2 and 2.3, to each of the Co-Agents, not later than the next Business Day, its Group’s respective Percentage of the Mandatory Reduction Amount for distribution to the Purchasers in such Group ratably in accordance with their respective amounts of Capital outstanding.

     Section 2.7 Clean Up Call . Servicer shall have the right (after providing Agents with not less than two (2) Business Days’ prior written notice), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, to purchase from the Purchasers to the extent of available Collections for this purpose, all, but not less than all, of the then outstanding Purchaser Interests. The aggregate purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or any Agent.

ARTICLE III.

CONDUIT FUNDING

     Section 3.1 CP Costs . Seller shall pay CP Costs with respect to the Capital funded by Conduit for each day that any Capital in respect of such Purchaser Interest is outstanding. Capital funded by a Conduit substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share such Capital represents in relation to all assets held by such Conduit and funded substantially with related Pooled Commercial Paper.

     Section 3.2 CP Costs Payments . On each Monthly Payment Date, Seller shall pay to each Co-Agent (for the benefit of its Conduit) an aggregate amount equal to all accrued and unpaid CP Costs in respect of all Capital of such Conduit for the immediately preceding Accrual Period in accordance with Article II.

     Section 3.3 Calculation of CP Costs . Not later than the 5 ^th Business Day of each month hereafter, each Conduit shall calculate the aggregate amount of CP Costs of such Conduit owing to it for the applicable Accrual Period and shall notify Seller of such aggregate amount.

ARTICLE IV.

COMMITTED PURCHASER FUNDING

     Section 4.1 Committed Purchaser Funding . Capital funded by the Committed Purchasers in a Group shall accrue Yield for each day during each Tranche Period at either the

LIBO Rate, the Transaction Rate or the Prime Rate in accordance with the terms and conditions hereof. Until Seller gives notice to the applicable Co-Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any interest in a Purchaser Interest transferred to the Committed Purchasers in a Group by the applicable Conduit pursuant to the terms and conditions of any Liquidity Agreement shall be the Prime Rate. If the Committed Purchasers in a Group acquire by assignment from the applicable Conduit any interest in a Purchaser Interest pursuant to a Liquidity Agreement, Capital allocable to each interest so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment.

     Section 4.2 Yield Payments . On the last day of each Tranche Period for each portion of Capital funded by the Committed Purchasers in a Group, Seller shall pay to the applicable Co-Agent (for the benefit of the Committed Purchasers in its Group) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such portion of Capital in accordance with Article II.

     Section 4.3 Selection and Continuation of Tranche Periods .

          (a) With consultation from (and approval by) the applicable Co-Agent, Seller shall from time to time request Tranche Periods for Capital funded by the Committed Purchasers in each Group.

          (b) Seller or the applicable Co-Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche” ) for any portion of Capital, may, effective on the last day of the Terminating Tranche: (i) divide any such portion of Capital into multiple portions, (ii) combine any such portion of Capital with one or more other portions that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such portion of Capital with a new interest in the Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided that in no event may any portion of Capital of a Conduit be combined with any portion of Capital of its Committed Purchasers.

     Section 4.4 Committed Purchaser Discount Rates . Seller may select the LIBO Rate, the Transaction Rate or the Prime Rate for each portion of Capital of the Committed Purchasers in each Group. Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate or the Transaction Rate is being requested as a new Discount Rate, give the applicable Co-Agent irrevocable notice of the new Discount Rate for the portion of Capital of its Group associated with such Terminating Tranche. Until Seller gives notice to the applicable Co-Agent of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Committed Purchasers pursuant to the terms and conditions of any Liquidity Agreement shall be the Prime Rate.

     Section 4.5 Suspension of the LIBO Rate .

          (a) If prior to the first day of any Tranche Period:

     (i) the applicable Co-Agent shall have determined (which determination shall be conclusive and binding on Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Tranche Period, or

     (ii) the applicable Co-Agent shall have received notice from Committed Purchasers holding Commitments in excess of 50% of the aggregate of all Commitments in such Co-Agent’s Group that the LIBO Rate determined for such Tranche Period will not adequately and fairly reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate,

such Co-gent shall give fax or telephonic notice thereto to Seller and the relevant Committed Purchasers as soon as practicable thereafter. If such notice is given (A) any Capital funded by the Committed Purchasers in such Group requested to accrue Yield at a LIBO Rate as of the first day of such Tranche Period shall instead accrue Yield at the Prime Rate, (B) any Capital funded by the Committed Purchasers in such Group that is already accruing Yield at a LIBO Rate shall, after the last day of such Tranche Period, accrue Yield at the Prime Rate, and (C) until such notice is withdrawn, Seller shall not request that Yield accrue at a LIBO Rate on any further Purchaser Interests of such Group.

          (b) If less than all of the Committed Purchasers in a Group give a notice to the applicable Co-Agent pursuant to Section 4.5(a)(ii), each Committed Purchaser in such Group which gave such a notice shall be obliged, at the request of Seller, Conduit or such Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser or (ii) another funding entity nominated by Seller or the applicable Co-Agent that is acceptable to such Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in such Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers in such Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 12.1(b).

     Section 4.6 Liquidity Agreement Fundings . The parties hereto acknowledge that each Conduit may assign all or any portion of its Purchaser Interests to the Committed Purchasers in its Group at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Purchaser Interests through a funding under such Liquidity Agreement to the extent available. The fundings under each Liquidity Agreement will accrue Yield in accordance with this Article IV. Regardless of whether a funding of Purchaser Interests by Committed Purchasers constitutes the direct purchase of an interest in Purchaser Interests hereunder, an assignment under the applicable Liquidity Agreement of an interest in Purchaser Interests originally funded by a Conduit or the sale of one or more participations or other interests under such Liquidity Agreement of an interest in a Purchaser Interest originally funded by a Conduit, each Committed Purchaser participating in a funding of an interest in Purchaser Interests shall have the rights and obligations of a “Purchaser” hereunder with the same force and effect as if it had directly purchased such interest from Seller hereunder.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

     Section 5.1 Representations and Warranties of the Seller Parties . Each Seller Party hereby represents and warrants to the Agents and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

          (a)  Corporate Existence and Power . Such Seller Party is a corporation duly organized, validly existing and in good standing under the laws of Delaware and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Seller Party is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

          (b)  Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

          (c)  No Conflict . The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

          (d)  Governmental Authorization . Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

          (e)  Actions, Suits . There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect.

          (f) Binding Effect . This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

          (g) Accuracy of Information . All information heretofore furnished by such Seller Party or any of its Affiliates to the Agents or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the Agents or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading.

          (h) Use of Proceeds . No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

          (i) Good Title . Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

          (j) Perfection . This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections. Such Seller Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

          (k) Places of Business and Locations of Records . The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its

Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrative Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

          (l) Collections . The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

          (m) Material Adverse Effect . (i) The initial Servicer represents and warrants that since December 31, 2004, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.

          (n) Names . The name in which Seller has executed this Agreement is identical to the name of Seller as indicated on the public record of its state of organization which shows Seller to have been organized. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and the names set forth on Exhibit VI hereto.

          (o) Ownership of Seller . Tenneco Operating owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

          (p) Not a Holding Company or an Investment Company . Such Seller Party is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

          (q) Compliance with Law . Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of

such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

          (r) Compliance with Credit and Collection Policy . Such Seller Party has complied with the Credit and Collection Policy with regard to each Receivable and in all material respects with the related Contract, and has not made any change to such Credit and Collection Policy, except such change as to which the Administrative Agent has been notified in accordance with Section 7.1(a)(vii).

          (s) Payments to the Applicable Originator . With respect to each Receivable transferred to Seller under a Receivables Sale Agreement by the applicable Originator, Seller has given reasonably equivalent value to such Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under its Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq. ), as amended.

          (t) Enforceability of Contracts . Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

          (u) Eligible Receivables . Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the applicable Receivables Sale Agreement was an Eligible Receivable on such purchase date.

          (v) Net Receivables Balance . Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

          (w) Accounting . The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize the true sale analysis.

     Section 5.2 Committed Purchaser Representations and Warranties . Each Committed Purchaser hereby represents and warrants to its applicable Co-Agent, its Conduit, the Administrative Agent and the Seller Parties that:

          (a) Existence and Power . Such Committed Purchaser is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

          (b) No Conflict . The execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its

certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by such Committed Purchaser.

          (c) Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder.

          (d) Binding Effect . This Agreement constitutes the legal, valid and binding obligation of such Committed Purchaser enforceable against such Committed Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

ARTICLE VI.

CONDITIONS OF PURCHASES

     Section 6.1 Conditions Precedent to Amendment and Restatement . The effectiveness of the amendment and restatement evidenced hereby is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the date of such purchase those documents listed on Schedule B and (b) each of the Agents shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.

     Section 6.2 Conditions Precedent to All Purchases and Reinvestments . Each purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the Agents, all Settlement Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each of the Agents shall have received such other approvals, opinions or documents as it may reasonably request, provided, however , that no Co-Agent shall request additional approvals, opinions or documents pursuant to this Section unless mandated by Standard & Poor’s or Moody’s Investors Service, Inc. or unless there has been a change in applicable law; and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

               (i) the representations and warranties set forth in Section 5.1 excluding, in the case of any Reinvestment, Section 5.1(e) (except as it relates to a Material Adverse Effect of the of the type described in clause (iii) of the definition of such term ) or

Section 5.1(m), are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date;

               (ii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute (A) in the case of an Incremental Purchase, an Amortization Event or an Unmatured Amortization Event and (B) in the case of a Reinvestment, an Amortization Event; and

               (iii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the applicable Co-Agent or Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Co-Agents, which right may be exercised at any time on demand of the Co-Agents, acting together, to rescind the related purchase and direct Seller to pay to each Co-Agent for the benefit of the Purchasers in its Group an amount equal to such Group’s Percentage of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

ARTICLE VII.

COVENANTS

     Section 7.1 Affirmative Covenants of the Seller Parties . Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

          (a) Financial Reporting . Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Co-Agents:

               (i)  Annual Reporting . (A) As soon as available, but in any event within 90 days after the end of each fiscal year of Performance Guarantor, a copy of the audited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then requested by the SEC for annual reports filed pursuant to the Exchange Act) for the such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification of exception, by independent public accountants of nationally recognized standing, and (B) as soon as available, but in any event within 105 days after the end of each fiscal year of Seller, a copy of the unaudited balance sheet of Seller as at the end of such year and the related unaudited statements of income and of cash flows for the such year, setting forth, in each case, in

comparative form the figures for the previous year, if applicable, certified by an Authorized Officer of Seller.

               (ii)  Quarterly Reporting . (A) As soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Performance Guarantor, the unaudited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by Performance Guarantor’s chief executive officer, president or chief financial officer, and (B) as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of Seller, analogous unconsolidated unaudited statements for Seller, certified by an Authorized Officer of Seller.

               (iii)  Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by an Authorized Officer of Performance Guarantor or Seller, as applicable, and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

               (iv)  Shareholders Statements and Reports . Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

               (v)  S.E.C. Filings . Within 60 days after the end of each of the first three (3) fiscal quarters of Performance Guarantor, a narrative discussion and analysis of the financial condition and results of operations of Performance Guarantor and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year (or such other or similar additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act); and within five days after the same are filed, copies of all financial statements and reports that Performance Guarantor may make to, or file with, the SEC.

               (vi)  Copies of Notices . Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than one of the Agents or Purchasers, copies of the same.

               (vii)  Change in Credit and Collection Policy . At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agents’ consent thereto.

               (viii)  Other Information . Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as any Agent may from time to time reasonably request in order to protect the interests of the Agents and the Purchasers under or as contemplated by this Agreement.

          (b) Notices . Such Seller Party will notify the Agents in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

               (i)  Amortization Events or Potential Amortization Events . The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of such Seller Party.

               (ii)  Judgment and Proceedings . (A) (1) The entry against the Performance Guarantor or any of its Subsidiaries (other than Seller) of one or more judgments or decrees involving in the aggregate for the Performance Guarantor and such Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against the Performance Guarantor or any of its Subsidiaries (other than Seller) which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

               (iii)  Material Adverse Effect . The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

               (iv)  Purchase Termination Date . The occurrence of the “Purchase Termination Date” under and as defined in any Receivables Sale Agreement.

               (v)  Defaults Under Other Agreements . The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor.

               (vi)  Downgrade of Tenneco Automotive . Any downgrade in the rating of any Indebtedness of Tenneco Automotive by Standard & Poor’s Ratings Service, a division of the McGraw-Hill Companies, or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

          (c) Compliance with Laws and Preservation of Corporate Existence . Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted.

          (d) Audits . Such Seller Party will furnish to the Agents from time to time such information with respect to it and the Receivables as any Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agents, acting together, upon reasonable notice and at the sole cost of such Seller Party, permit a single firm acting for both Co-Agents: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (the procedures described in the foregoing clauses (i) and (ii) are referred to herein as an “Audit” ); provided, however, that Audits shall be limited to not more than two per calendar year so long as (i) no Amortization Event has occurred and is continuing and (ii) the immediately preceding Audit was satisfactory to the Agents in all material respects.

          (e) Keeping and Marking of Records and Books .

               (i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the Agents notice of any material change in the administrative and operating procedures referred to in the previous sentence.

               (ii) Such Seller Party will: (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Administrative Agent, describing the Purchaser Interests and (B) upon the request of the Administrative Agent following the occurrence and during the continuance of any Amortization Event: (x) mark each Contract constituting an instrument or chattel paper with a legend describing the Purchaser Interests and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

          (f) Compliance with Contracts and Credit and Collection Policy . Such Seller Party will timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

          (g) Performance and Enforcement of Receivables Sale Agreement . Seller will, and will require the applicable Originator to, perform each of their respective obligations and undertakings under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously

enforce the rights and remedies accorded to Seller under such Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agents and the Purchasers as assignees of Seller) under the Receivables Sale Agreements as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreements.

          (h) Ownership . Seller will, and will require the Originators to, take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreements irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agents and the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as any Agent may reasonably request), and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Administrative Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Purchasers as the Administrative Agent may reasonably request).

          (i) Purchasers’ Reliance . Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that any Agent or Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive Entities. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein:

                    (A) Seller will at all times have a board of directors consisting of at least two members, at least one member of which is an Independent Director, and shall compensate the Independent Director from its own funds;

                    (B) Seller will maintain its own telephone number, stationery, and other business forms separate from those of any other Person (including each Tenneco Automotive Entity) and will conduct business in its own name except that, as a general matter, Obligors will not be informed in the first instance that Tenneco Operating is acting on behalf of Seller as servicer;

                    (C) Seller will conduct its business at an office separate from the offices of the Originators (which however, may be within the premises of and leased (at a fair market rent) from a Tenneco Automotive Entity in which case such office will be clearly identified (by signage or otherwise));

                    (D) Seller will require that any consolidated financial statements of the Tenneco Automotive Entities that include Seller will contain a footnote to the effect that the Originators have sold the Receivable Assets to Seller, which is a separate legal entity and which has then entered into this Agreement. Separate unaudited balance sheets and statements of income and cash flows (with no footnote disclosures) will also be prepared for Seller. In addition to the aforementioned footnote to any consolidated financial statement, Seller will take (or require the Originators to take) certain actions to disclose publicly Seller’s separate existence and the transactions, including, without limitation, through the filing of UCC financing statements. Seller will not conceal or permit the Originators to conceal from any interested party any transfers contemplated by the Transaction Documents, although Obligors will not be affirmatively informed in the first instance of the transfer of their obligations;

                    (E) Seller will ensure that any allocations of direct, indirect or overhead expenses for items shared between Seller and any Tenneco Automotive Entity that are not included as part of the Servicing Fee will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;

                    (F) Except as provided in paragraph (E) above regarding the allocation of certain shared overhead items, Seller will pay its own operating expenses and liabilities from its own funds;

                    (G) Seller will ensure that each of the Tenneco Automotive Entities, on the one hand, and Seller, on the other hand, maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify Seller’s individual assets and liabilities from those of the other or from those of any other person or entity. Except as set forth below, Seller will maintain its own books of account and corporate records separate from the Tenneco Automotive Entities. Seller will not commingle or pool its funds (or other assets) or liabilities with those of any except as specifically provided in this Agreement with respect to the temporary commingling of collections of the Receivable Assets and except with respect to Servicer’s retention of Records pertaining to the Receivable Assets. Seller will not maintain joint bank accounts or other depository accounts to which any Tenneco Automotive Entity (other than solely in their capacity as Servicer or, as applicable, a permitted designee of Servicer) has independent access;

                    (H) Seller will strictly observe, and will require each of the Tenneco Automotive Entities to strictly observe, corporate formalities, including with respect to its dealings with each other, and will do all things reasonably necessary to ensure that no transfer of assets between any Originator, on the one hand, and Seller, on the other hand, is made without adherence to corporate formalities;

                    (I) All distributions made by Seller to Tenneco Operating as its sole shareholder shall be made in accordance with applicable law; and

                    (J) Seller will not enter into any transaction with any of the Tenneco Automotive Entities, even if permitted (although not expressly provided for in) the Transaction Documents, unless such transaction is fair and equitable to Seller, on the one hand, and such Tenneco Automotive Entity on the other hand, and is of the type of transaction that would be entered into by a prudent Person in the position of Seller vis à vis such Tenneco Automotive Entity and that is on terms that are at least favorable as may be obtained from a Person who is not Tenneco Automotive Entity.

          (j) Collections . Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agents and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement.

          (k) Taxes . Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and, in each case, for which adequate reserves in accordance with GAAP shall have been set aside on its books. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Agent or any Purchaser.

          (l) Payment to the Applicable Originator . With respect to any Receivable purchased by Seller from an Originator, such sale shall be effected under, and in strict compliance with the terms of, the applicable Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

     Section 7.2 Negative Covenants of the Seller Parties . Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

          (a) Name Change, Offices and Records . Such Seller Party will not (i) change its name, identity or corporate structure (within the meaning of Article 9 of any applicable enactment of the UCC) or at any time while the location of its chief executive office is relevant to perfection of any interest in the Receivables, relocate its chief executive office or (ii) change

any office where Records are kept, unless it shall have: (A) given the Administrative Agent at least forty-five (45) days’ prior written notice thereof and (B) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.

          (b) Change in Payment Instructions to Obligors . Except as may be required by the Administrative Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

          (c) Modifications to Contracts and Credit and Collection Policy . Such Seller Party will not, without the Agents’ consent, make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

          (d) Sales, Liens . Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agents and the Purchasers provided for herein), and Seller will defend the right, title and interest of the Agents and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

          (e) Net Receivables Balance . At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate Reserves.

          (f) Termination Date Determination . Seller will not designate the “Termination Date” (as such term is defined in any Receivables Sale Agreement), or send any written notice to the Originators in respect thereof, without the prior written consent of the Agents, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of any Receivables Sale Agreement.

          (g) Restricted Junior Payments . From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller would fail to maintain the Required Capital Amount.

ARTICLE VIII.

ADMINISTRATION AND COLLECTION

     Section 8.1 Designation of Servicer . The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer” ) so designated from time to time in accordance with this Section 8.1. Tenneco Operating is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Co-Agents, acting together, may at any time when an Amortization Event has occurred and is continuing designate as Servicer any Person to succeed Tenneco Operating or any successor Servicer.

     Section 8.2 Duties of Servicer .

          (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

          (b) The Servicer will instruct Seller or Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances.

          (c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Administrative Agent after the occurrence and during the continuance of an Amortization Event, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers as soon as possible, but no later than two (2) Business Days following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

          (d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as

the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Agents or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein at any time that an Amortization Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

          (e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

          (f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

     Section 8.3 Collection Notices . The Administrative Agent is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Administrative Agent for the benefit of the Purchasers, effective when the Administrative Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled after the occurrence and during the continuance of an Amortization Event to (i) endorse Seller’s and the applicable Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Seller. If an Originator identifies, to the satisfaction of the Administrative Agent, any remittances received in any Lock-Box or Collection Account as not constituting Collections or other proceeds of the Receivables and Related Security, the Administrative Agent shall promptly remit (or instruct the applicable Collection Bank to remit) such remittances to such Originator.

     Section 8.4 Responsibilities of Seller . Anything herein to the contrary notwithstanding, the exercise by the Agents and the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

     Section 8.5 Portfolio Reports . The Servicer shall prepare and forward to the Agents (i) on or before each Monthly Reporting Date, a Monthly Report for the month then most recently ended, (ii) during each Level Two Ratings Period, on Monday of each week with respect to and as of the end of the immediately preceding calendar week, a Weekly Report, (iii) during each Level Three Ratings Period, on each Daily Reporting Date with respect to and as of the preceding Business Day, a Daily Report and (iv) at such times as any Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables. For purposes of this Section 8.5, if at any time, Tenneco Automotive’s long-term debt ratings fall within different categories and as a result thereof more than one Ratings Period then applies, the Ratings Period corresponding to the lower long-term debt rating shall control.

     Section 8.6 Servicing Fees . In consideration of Tenneco Operating’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as Tenneco Operating shall continue to perform as Servicer hereunder, Seller shall pay over to Tenneco Operating a fee (the “Servicing Fee” ) on the first calendar day of each month, in arrears for the immediately preceding month, equal to 1.00% per annum of the aggregate Outstanding Balance of the Receivables on the last day of such preceding month as compensation for its servicing activities.

ARTICLE IX.

AMORTIZATION EVENTS

     Section 9.1 Amortization Events . The occurrence of any one or more of the following events shall constitute an Amortization Event:

          (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due, and, except in the case of a payment of Capital, such failure shall continue for five (5) consecutive days after the date when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after notice from Buyer or any of its assigns.

          (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

          (c) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent Obligation but excluding the Indebtedness under the Tenneco Credit Agreement which is addressed in paragraph (i) below) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute an Amortization Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for the Performance Guarantor and its Subsidiaries, taken as a whole.

          (d) (i) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar official for it or any substantial part of its assets, or the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Performance Guarantor, any Seller Party or any of their respective Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Performance Guarantor, any Seller Party or any of their respective Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

          (e) Seller shall fail to comply with the terms of Section 2.6 hereof.

          (f) As at the end of any month:

               (i) the average of the Delinquency Ratio for each of the three (3) months then most recently ended shall exceed 12.50%,

               (ii) the average of the Loss-to-Liquidation Ratio for each of the three (3) months then most recently ended shall exceed 4.00% , or

               (iii) the average of the Dilution Ratio for each of the three (3) months then most recently ended shall exceed 3.50%.

          (g) A Change of Control shall occur.

          (h) (i) Seller or any Originator shall fail to observe any provision of such Originator’s Receivables Sale Agreement, or (ii) Seller or any Originator shall give up its rights under such Receivables Sale Agreement with regard to any failure of the type described in clause (i) hereof.

          (i) Tenneco shall fail to observe any provision of Section 7.1 of the Tenneco Credit Agreement as in effect on May 4, 2005 (regardless of whether the same remains in effect).

          (j) One or more judgments or decrees shall be entered against any Seller Party or any of its Subsidiaries involving in the aggregate for the Seller Parties and their Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

          (k) The “Purchase Termination Date” under and as defined in any Receivables Sale Agreement shall occur or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under its Receivables Sale Agreement.

          (l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

          (m) Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.

     Section 9.2 Remedies . Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent may, and upon the direction of either Co-Agent shall, take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived

by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, if requested by either Co-Agent, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time that are owing to the Purchasers in such Co-Agent’s Group in lieu of any CP Costs or Yield that would otherwise be accruing on such Aggregate Unpaids, (iv) if it has not already done so, deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent, on behalf of the Co-Agents and the Purchasers, otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X.

INDEMNIFICATION

     Section 10.1 Indemnities by the Seller Parties . Without limiting any other rights that any Agent or Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) each of the Agents and Purchasers and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party” ) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder, excluding, however , in all of the foregoing instances under the preceding clauses (A) and (B):

     (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

     (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

     (c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition

by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Agents and the Purchasers for Indemnified Amounts relating to or resulting from:

               (i) any representation or warranty made by any Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

               (ii) the failure by Seller, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

               (iii) any failure of Seller, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

               (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

               (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

               (vi) the commingling of Collections of Receivables at any time with other funds;

               (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

               (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

               (ix) any Amortization Event described in Section 9.1(d);

               (x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to such Originator under the applicable Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

               (xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Purchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

               (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time;

               (xiii) any action or omission by any Seller Party which reduces or impairs the rights of the Agents or the Purchasers with respect to any Receivable or the value of any such Receivable;

               (xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and

               (xv) the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

     Section 10.2 Increased Cost and Reduced Return . If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change” ): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Liquidity Agreement or a Funding Source’s obligations under a Liquidity Agreement, or on or with respect to the Receivables, or changes the basis of taxation of

payments to any Funding Source of any amounts payable under any Liquidity Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Liquidity Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Liquidity Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Liquidity Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Liquidity Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it (all of the foregoing, “Increased Costs” ), then, upon demand by the applicable Co-Agent, Seller shall pay to such Co-Agent, for the benefit of the relevant Funding Source, such Increased Costs charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such Increased Costs. To the extent that any Liquidity Agreement described in this Section covers facilities in addition to this Agreement, each Conduit shall allocate the liability for any applicable Increased Costs among Seller and other Persons with whom such Conduit has entered into agreements to purchase interests in or finance receivables and other financial assets ( “Other Customers” ). If any Increased Costs are attributable to Seller and not attributable to any Other Customer, Seller shall be solely liable for such Increased Costs. However, if Increased Costs are attributable to Other Customers and not attributable to Seller, such Other Customer shall be solely liable for such Increased Costs. All allocations to be made pursuant to the foregoing provisions of this Section shall be made by Conduit in its sole discretion and shall be binding on Seller and the Servicer.

     Section 10.3 Other Costs and Expenses . Subject to any limitation on the Liberty Street Group’s reimburseable costs separately agreed to by the Liberty Street Agent and the Seller Parties, Seller shall pay to each of the Agents on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, amendment, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of the applicable Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of a legal counsel for the Agents (which such counsel may be employees of a Purchaser or an Agent) with respect thereto and with respect to advising such Agent as to its Group’s respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent on demand any and all reasonable costs and expenses of the Administrative Agent and the Purchasers, if any, including reasonable counsel fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel for the Agents, in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE XI.

THE AGENTS

     Section 11.1 Appointment.

          (a) Each member of the Liberty Street Group hereby irrevocably designates and appoints Scotiabank as Liberty Street Agent hereunder and under the other Transaction Documents to which the Liberty Agent is a party, and authorizes the Liberty Street Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Liberty Street Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Jupiter Group hereby irrevocably designates and appoints JPMorgan Chase Bank as Jupiter Agent hereunder and under the other Transaction Documents to which the Jupiter Agent is a party, and authorizes the Jupiter Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Jupiter Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each of the Purchasers and the Co-Agents hereby irrevocably designates and appoints JPMorgan Chase as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

          (b) The provisions of this Article XI are solely for the benefit of the Agents and the Purchasers, and neither the Seller nor the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Purchasers may have to either the Seller or the Servicer under the other provisions of this Agreement. This Article XI is intended solely to govern the relationship between the Agents, on the one hand, and the Purchasers, on the other.

          (c) In performing its functions and duties hereunder, (i) the Liberty Street Agent shall act solely as the agent of the members of the Liberty Street Group and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns, (ii) the Jupiter Agent shall act solely as the agent of the members of the Jupiter Group and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for either the Seller or the Servicer or any of their respective successors and assigns, and (iii) the Administrative Agent shall act solely as the agent of the Co-Agents and the Purchasers and does not assume and shall not be deemed to have assumed any obligation or

relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns.

     Section 11.2 Delegation of Duties . Each Agent may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

     Section 11.3 Exculpatory Provisions . None of the Agents nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or in connection with this Agreement (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers or other Agents for any recitals, statements, representations or warranties made by the Seller contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either the Seller or the Servicer to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to such Agent. None of the Agents shall be under any obligation to any other Agent or any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Seller or the Servicer.

     Section 11.4 Reliance by Agents . As between the Agents and the Purchasers:

          (a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy or telex message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Seller or the Servicer), independent accountants and other experts selected by such Agent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of such of the members of its Group, as it shall determine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by the Committed Purchasers in its Group against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

          (b) Any action taken by any of the Agents in accordance with Section 11.4(a) shall be binding upon all of the Agents and the Purchasers.

     Section 11.5 Notice of Seller Defaults . None of the Agents shall be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event unless such Agent has received notice from another Agent, a Purchaser, the Seller or the

Servicer referring to this Agreement, stating that a Amortization Event or Potential Amortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the event that any of the Agents receives such a notice, it shall promptly give notice thereof to the Purchasers and the other Agents. The Administrative Agent may exercise any rights and remedies provided to the Administrative Agent under the Transaction Documents or at law or equity (and at the written request of the Co-Agents acting together, shall exercise any such rights and remedies and take such action as the Co-Agents shall direct) with respect to such Amortization Event or Potential Amortization Event, provided that the Administrative Agent is indemnified to its satisfaction by the Co-Agents and the Committed Purchasers against any and all liability, cost and expense which may be incurred by it by reason of such exercise of rights and remedies and/or taking any such action.

     Section 11.6 Non-Reliance on Other Agents and Purchasers . Each of the Purchasers expressly acknowledges that none of the Agents, nor any of the Agents’ respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any of the Agents hereafter taken, including, without limitation, any review of the affairs of the Seller, the Servicer or the Originators, shall be deemed to constitute any representation or warranty by such Agent. Each of the Purchasers also represents and warrants to the Agents and the other Purchasers that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, the Servicer and the Originators and made its own decision to enter into this Agreement. Each of the Purchasers also represents that it will, independently and without reliance upon the Agents or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Seller, the Servicer and the Originators. The Agents, the Purchasers and their respective Affiliates, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Seller, the Servicer and the Originators which may come into the possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that each of the Agents shall promptly distribute to the other Agents and the Purchasers, copies of financial and other information expressly provided to it by either of the Seller or the Servicer pursuant to this Agreement.

     Section 11.7 Indemnification of Agents . Each of the Committed Purchasers hereby agrees to indemnify (a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the officers, directors, employees, representatives and agents of each of the foregoing (to the extent not reimbursed by the Seller or the Servicer and without limiting the obligation of the Seller or the Servicer to do so), ratably in accordance with their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Co-Agent, the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding

commenced or threatened, whether or not such Co-Agent or the Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against such Co-Agent, the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of such Co-Agent, the Administrative Agent or such Person as finally determined by a court of competent jurisdiction).

     Section 11.8 Agents in their Individual Capacities . Each of the Agents in its individual capacity and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Seller, the Servicer, the Originators and their Affiliates as though such Agent were not an Agent hereunder. With respect to its Purchaser Interests, if any, pursuant to this Agreement, each of the Agents shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not an Agent, and the terms “Committed Purchaser,” “Committed Purchasers,” “Purchaser” and “Purchasers” shall include each of the Agents in their individual capacities.

     Section 11.9 UCC Filings . Each of the Co-Agents and the Purchasers hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Receivables, the Collections, each Collection Account and all Related Security, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Groups and that such listing will not affect in any way the status of the Purchasers as the true parties in interest with respect to the collateral covered thereby. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

     Section 11.10 Successor Agents . If any Agent or its holding company is merged with or into any other Person, such Agent may, upon five days’ notice to the Seller and the other Agents, assign its rights and obligations hereunder to the survivor of such merger or any of its bank Affiliates, in each case, provided that both Standard & Poor’s and Moody’s Investors Service, Inc. have approved the proposed assignee as the successor administrator of such Agent’s Conduit. After the effectiveness of any assigning Agent’s assignment hereunder, the assigning Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and under the other Transaction Documents.

ARTICLE XII.

ASSIGNMENTS; PARTICIPATIONS

     Section 12.1 Assignments .

          (a) Each of the parties hereby agrees and consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to (i) its Committed Purchasers pursuant to its Liquidity Agreement, and (ii) another special purpose asset-backed commercial paper issuer administered by a Co-Agent or one of its Affiliates having a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. Upon each such assignment pursuant to this Section 12.1(a) , such Conduit shall be released from its obligations so assigned. Further, each of the other parties hereby agrees that any assignee of a Conduit of this Agreement or all or any of its Purchaser Interests shall have all of the rights and benefits under this Agreement as if references to such Conduit or to a “Purchaser” explicitly referred to such assignee, and no such assignment shall in any way impair the rights and benefits of such Conduit hereunder. Neither of the Seller Parties nor (except as set forth in Section 11.10 ) any Agent shall have the right to assign its rights or obligations under this Agreement.

          (b) Any Committed Purchaser may at any time and from time to time assign to one or more Persons ( “Purchasing Committed Purchasers” ) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form and substance satisfactory to the applicable Co-Agent (the “Assignment Agreement” ), executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. The consent of (i) the applicable Conduit and (ii) provided no Servicer Default or Potential Servicer Default exists and is continuing, the Seller (which consent of the Seller shall not be unreasonably withheld or delayed but may be conditioned upon a change in the voting rights of the Co-Agents under this Agreement), shall be required prior to the effectiveness of any such assignment. Each assignee of a Committed Purchaser must have a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. and must agree to deliver to the applicable Co-Agent, promptly following any request therefor by such Co-Agent or its Conduit, an enforceability opinion in form and substance satisfactory to such Co-Agent and Conduit. Upon delivery of the executed Assignment Agreement to the applicable Co-Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Seller, the Purchasers or the Agents shall be required.

          (c) Each of the Committed Purchasers agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. (an “Affected Committed Purchaser” ), such Affected Committed Purchaser shall be obliged, at the request of the applicable Conduit or its Co-Agent, to assign all of its rights and obligations hereunder to (x) another Committed Purchaser or (y) another funding entity nominated by the Agent and acceptable to Seller (which approval shall not be

unreasonably withheld or delayed) and to Conduit, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Committed Purchaser; provided that the Affected Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Committed Purchaser’s Pro Rata Share of its Group’s Percentage of the Aggregate Capital and Yield owing to the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of such Pro Rata Share.

     Section 12.2 Participations . Any Committed Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant” ) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers in its Group or any other interest of such Committed Purchaser hereunder. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Purchasers and the Agents shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

ARTICLE XIII.

TERMINATING COMMITTED PURCHASERS

     Section 13.1 Terminating Committed Purchasers .

          (a) (i) Each Committed Purchaser hereby agrees to deliver written notice to the applicable Co-Agent and the Administrative Agent not more than thirty (30) Business Days and not less than five (5) Business Days prior to the Liquidity Termination Date indicating whether such Committed Purchaser intends to renew its Commitment hereunder. If any Committed Purchaser fails to deliver such notice on or prior to the date that is five (5) Business Days prior to the Liquidity Termination Date, such Committed Purchaser will be deemed to have declined to renew its Commitment (each Committed Purchaser which has declined or has been deemed to have declined to renew its Commitment hereunder, a “Non-Renewing Committed Purchaser” ). The applicable Co-Agent shall promptly notify its Conduit of each Non-Renewing Committed Purchaser and such Conduit, in its sole discretion, may upon one (1) Business Day’s notice to such Non-Renewing Committed Purchaser assign to such Non-Renewing Committed Purchaser on a date specified by such Conduit its Pro Rata Share of the aggregate Purchaser Interests then held by such Conduit, subject to, and in accordance with, the applicable Liquidity Agreement.

               (ii) In addition, unless an acceptable assignee can be found in accordance with Section 12.1(c), each Conduit may, in its sole discretion, at any time (x) to the extent of Commitment Availability, declare that any Affected Committed Purchaser’s Commitment shall

automatically terminate on a date specified by such Conduit or (y) assign to any Affected Committed Purchaser on a date specified by such Conduit its Pro Rata Share of the aggregate Purchaser Interests then held by such Conduit, subject to, and in accordance with, the applicable Liquidity Agreement (each Affected Committed Purchaser or each Non-Renewing Committed Purchaser is hereinafter referred to as a “ Terminating Committed Purchaser” ). The parties hereto expressly acknowledge that any declaration of the termination of any Commitment, any assignment pursuant to this Section 13.1 and the order of priority of any such termination or assignment among Terminating Committed Purchasers shall be made by the applicable Conduit in its sole and absolute discretion.

          (b) Upon any assignment to a Terminating Committed Purchaser as provided in this Section 13.1, any remaining Commitment of such Terminating Committed Purchaser shall automatically terminate. Upon reduction to zero of the Capital of all interests in the Purchaser Interests of a Terminating Committed Purchaser (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Committed Purchaser hereunder shall be terminated and such Terminating Committed Purchaser shall no longer be a “Committed Purchaser” hereunder; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Committed Purchaser prior to its termination as a Committed Purchaser.

ARTICLE XIV.

MISCELLANEOUS

     Section 14.1 Waivers and Amendments .

          (a) No failure or delay on the part of any Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

          (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). Seller and the Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:

               (i) without the consent of each affected Purchaser, (A) extend the applicable Liquidity Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to as Co-Agent for the benefit of any Purchaser, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Committed Purchaser’s Pro Rata Share or any Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of this Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under

this Agreement, (G) change the definition of “Eligible Receivable” or “Loss Reserve,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

               (ii) without the written consent of the then applicable Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller prior to the occurrence of an Amortization Event (which consent shall not be unreasonably withheld or delayed but may be conditioned upon a change in the voting rights of the Co-Agents under this Agreement), the Agents may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder and (ii) the Agents and the Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agents.

     Section 14.2 Notices . Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2. Seller hereby authorizes each of the Co-Agents to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom such Co-Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to each Co-Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by such Co-Agent, the records of such Co-Agent shall govern absent manifest error.

     Section 14.3 Ratable Payments . If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

     Section 14.4 Protection of Ownership Interests of the Purchasers .

          (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that any Agent may request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agents or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time when an Amortization Event has occurred and is continuing, the Administrative Agent may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

          (b) If any Seller Party fails to perform any of its obligations hereunder, any Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and such Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor (if required) and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby (A) authorizes the Administrative Agent to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Seller Party, in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements

thereof), without the express prior written approval by the Agent, consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the security interest in favor of Seller or the Administrative Agent.

     Section 14.5 Confidentiality .

          (a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agents and Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

          (b) Each of the Agents and Purchasers agrees to keep confidential all non-public information provided to it by either Seller Party pursuant to this Agreement that is designated by such Seller Party as confidential.

          (c) Each of the Seller Parties, the Agents and the Purchasers hereby consents to the disclosure of any nonpublic information with respect to it (i) to Performance Guarantor, the Agents and the Purchasers, (ii) by a Seller Party, the Agents or the Purchasers to any prospective or actual assignee or participant of any of them; provided that such assignee or participant agrees to be bound by the terms of this Section 14.5 and (iii) by the Agents or Conduits, to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which either of the Co-Agents or one of its Affiliates acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers and the Agents may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

     Section 14.6 Bankruptcy Petition . Each of the Seller Parties, the Agents and the Purchasers hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of each Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

     Section 14.7 Limitation of Liability . Except with respect to any claim arising out of the willful misconduct or gross negligence of any Agent or Purchaser, no claim may be made by any Seller Party or any other Person against any Agent or Purchaser or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability

arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Notwithstanding anything in this Agreement to the contrary, no Conduit shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to it after paying or making provision for the payment in full of its Commercial Paper. All payment obligations of each Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay in full its Commercial Paper; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit exceeds the amount available to such Conduit to pay such amount after paying or making provision for the payment in full of its Commercial Paper. The provisions of this Section 14.7 will survive termination of this Agreement and payment in full of each Conduit’s Commercial Paper.

     Section 14.8 CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

     Section 14.9 CONSENT TO JURISDICTION . EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST ANY AGENT OR PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

     Section 14.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

     Section 14.11 Integration; Binding Effect; Survival of Terms .

          (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

          (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

     Section 14.12 Counterparts; Severability; Section References . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when ta