Common use of Administration of Accounts Clause in Contracts

Administration of Accounts. (a) All payments and reimbursements made by any Third Party in the name of or to Goodyear or any Affiliated Seller that are received after the Closing, to the extent in connection with or arising out of the Business Assets or the Assumed Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related thereto. (b) All payments and reimbursements made by any Third Party in the name of or to Buyer, Newco or an Affiliated Buyer that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust for the benefit of Goodyear and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related thereto. (c) If Buyer pays any of the Retained Liabilities, then Goodyear shall reimburse the amount of such payment to Buyer within thirty (30) days of receipt of a demand for reimbursement, together with corresponding documentation of such payment. (d) If Goodyear pays any of the Assumed Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment.

Administration of Accounts. (aA) All payments Borrower shall report discounts, allowances or credits granted by Borrower that are not shown on the face of the invoice for the Account involved to Lender at the time of its submission to Lender of the next Schedule of Accounts as provided in SECTION 5.2 or more frequently upon the request of Lender. Upon and reimbursements made after the occurrence of an Event of Default, Lender shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as Lender may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable attorney's fees, to Borrower. (B) If an Account includes a charge for any tax payable to any governmental taxing authority, Lender is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of Borrower and to charge the Loan Account therefor. Borrower shall notify Lender if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, Lender shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by Borrower by reason of the sale and delivery creating the Account. (C) Whether or not an Event of Default has occurred, any Third Party of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender, any designee of Lender or Borrower, to Goodyear verify the validity, amount or any Affiliated Seller that are received after the Closingother matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to the extent in connection with or arising out of the Business Assets or the Assumed Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of facilitate and promptly conclude any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related theretoverification process. (b) All payments and reimbursements made by any Third Party in the name of or to Buyer, Newco or an Affiliated Buyer that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust for the benefit of Goodyear and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related thereto. (c) If Buyer pays any of the Retained Liabilities, then Goodyear shall reimburse the amount of such payment to Buyer within thirty (30) days of receipt of a demand for reimbursement, together with corresponding documentation of such payment. (d) If Goodyear pays any of the Assumed Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment.

Administration of Accounts. (a) All payments The Senior Account shall be administered solely by Senior Lender. Senior Lender shall have the sole, absolute and reimbursements made unconditional right, at any time after the Application Trigger Date, without notice, to designate a qualified third party accountant or Approved Institution acceptable to Senior Lender to administer the Senior Account on its behalf in accordance with the provisions of this Agreement, which shall by instrument in form and substance satisfactory to Senior Lender in all respects, be assumed by any Third Party such third party accountant or Approved Institution. The reasonable costs of any such third party accountant or Approved Institution shall be paid by Borrower. Borrower agrees that the reasonable fees of Senior Lender, or such other accountant or Approved Institution incurred in establishing and administering the Senior Account shall be paid upon the occurrence of an Application Trigger Date and on a monthly basis out of funds other than the Cash Collateral, the funds in the name of Senior Account or the funds in the Intercreditor Account, notwithstanding Senior Lender's option to Goodyear pay such costs and expenses from the Cash Collateral or funds in the Senior Account in accordance with Paragraph 3(d)(ii) above. Borrower acknowledges that any Affiliated Seller that are received after the Closing, third party accountant or Approved Institution designated subsequent to the extent execution hereof to administer the Senior Account shall collect the Net Cash Flow as agent of and in connection with or arising out trust for the use and benefit of the Business Assets or Lenders and for application in accordance with the Assumed Liabilities, terms of this Agreement. The amounts to be held in the Senior Account shall be held in an Account maintained by Senior Lender or in the event Senior Lender so designates, by such Person other accountant or Approved Institution as agent of and in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related theretoSenior Lender. (b) The Cash Collateral Account shall be administered by Escrow Agent. All payments costs of the Escrow Agent shall be paid by Borrower. Escrow Agent shall have the right, at any time after the date hereof, with the consent of Senior Lender, and reimbursements made the consent of Subordinate Lender, which consent by Subordinate Lender shall not be unreasonably withheld or delayed, to designate a qualified third party accountant or Approved Institution to administer the Cash Collateral Account on its behalf in accordance with the provisions of this Agreement, which shall by instrument in form and substance satisfactory to Escrow Agent and Senior Lender in all respects, be assumed by any Third Party such third party accountant or Approved Institution. Borrower agrees that the reasonable fees of Escrow Agent, or such other accountant or Approved Institution incurred in establishing and administering the Cash Collateral Account shall be paid upon the occurrence of a Trigger Date and on a monthly basis out of funds other than the Cash Collateral, the funds in the name of Senior Account or the funds in the Intercreditor Account, notwithstanding Senior Lender's option to Buyer, Newco pay such costs and expenses from the Cash Collateral or an Affiliated Buyer funds in the Senior Account in accordance with Paragraph 3(d)(ii) above. Borrower acknowledges that are received after the Closing, any third party accountant or Approved Institution designated subsequent to the extent execution hereof to administer the Cash Collateral Account shall collect the Net Cash Flow as agent of and in connection trust for the use and benefit of the Lenders and for application in accordance with or arising out the terms of Excluded Assets or the Retained Liabilities, this Agreement. The Cash Collateral shall be held in an account maintained by Escrow Agent or in the event Escrow Agent so designates, by such Person other accountant as agent of and in trust for the benefit of Goodyear andEscrow Agent, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related theretoLenders and Borrower. (c) If Buyer pays The Intercreditor Account shall be administered solely by Senior Lender. Senior Lender shall have the sole, absolute and unconditional right, at any time after the Application Trigger Date, without notice, to designate a qualified third party accountant or Approved Institution acceptable to Senior Lender to administer the Intercreditor Account on its behalf in accordance with the provisions of this Agreement, which shall by instrument in form and substance satisfactory to Senior Lender in all respects, be assumed by any such third party accountant or Approved Institution. The costs of any such third party accountant or Approved Institution shall be paid by Borrower. Borrower agrees that the Retained Liabilitiesreasonable fees of Senior Lender, then Goodyear or such other accountant or Approved Institution incurred in establishing and administering the Intercreditor Account shall reimburse be paid upon the amount occurrence of an Application Trigger Date and on a monthly basis out of funds other than the Cash Collateral or funds in the Senior Account or the Intercreditor Account, notwithstanding Senior Lender's option to pay such payment to Buyer within thirty (30costs and expenses from the Cash Collateral or the funds in the Senior Account in accordance with Paragraph 3(d)(ii) days of receipt of a demand for reimbursement, together with corresponding documentation of such paymentand 3(f) above. (d) If Goodyear pays any of the Assumed Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment.

Administration of Accounts. (a) All Borrower shall keep accurate and complete records of its Accounts and all payments and reimbursements made by any Third Party collections thereon and shall submit to Lender on such periodic basis as Lender shall reasonably request a sales and collections report for the preceding period, in form satisfactory to Lender. Borrower shall also provide to Lender, on or before the name 15th day of or to Goodyear or any Affiliated Seller that are received after each month, a detailed aged trial balance of all Accounts existing as of the Closinglast day of the preceding month, specifying the names, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed (“Schedule of Accounts”), and, upon Lender’s request therefor, copies of proof of delivery, if any, and a copy of all documents, including repayment histories and present status reports relating to the extent in connection with Accounts so scheduled, addresses of each Account Debtor listed on the Schedule of Accounts, and such other matters and information relating to the status of then existing Accounts as Lender shall reasonably request. Borrower shall deliver to Lender, promptly following Lender’s request, copies of invoices or arising out invoice registers related to all of the Business Assets or the Assumed Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related theretoits Accounts. (b) All payments and reimbursements made by If Borrower grants any Third Party in the name of discounts, allowances or to Buyer, Newco or an Affiliated Buyer credits that are received after not shown on the Closing, to face of the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust invoice for the benefit Account involved, Borrower shall report such discounts, allowances or credits, as the case may be to Lender as part of Goodyear andthe next required Schedule of Accounts. If any amounts due and owing in excess of $10,000 are in dispute between Borrower and any Account Debtor, immediately upon receipt by such Person or if any returns are made in excess of $25,000 with respect to any such payment Accounts owing from an Account Debtor, Borrower shall provide Lender with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in detail the reason for the dispute or reimbursementreturn, such Person shall pay over to Goodyear all claims related thereto and the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related theretocontroversy. (c) If Buyer pays an Account of Borrower includes a charge for any of Taxes payable to any governmental authority, Lender is authorized, in its discretion in the Retained Liabilitiesevent Borrower has failed to pay any such Taxes, then Goodyear shall reimburse to pay the amount thereof to the proper governmental authority for the account of such payment Borrower and to Buyer within thirty (30) days of receipt of a demand charge Borrower therefor, provided that Lender shall be not liable for reimbursement, together with corresponding documentation of such paymentany Taxes that may be due by Borrower. (d) If Goodyear pays Whether or not a Default or an Event of Default exists, Lender shall have the right at any time, in the name of Lender, any designee of Lender or Borrower to verify the Assumed Liabilitiesvalidity, then Buyer amount or any other matter relating to any Accounts of Borrower by mail (and, at any time that an Event of Default exists, by telephone, telegraph or otherwise). Borrower shall reimburse cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process. Lender retains the amount right at all times that an Event of such payment Default exists to Goodyear within thirty (30) days notify Account Debtors of receipt Borrower that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge to Borrower the collection costs and expenses incurred by Buyer of a demand for reimbursementLender, together with corresponding documentation of such paymentincluding reasonable attorneys’ fees.

Administration of Accounts. (a) All Each Borrower shall keep accurate and complete records of its Accounts and all payments and reimbursements made by any Third Party collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form reasonably satisfactory to Lender. Borrowers shall also provide to Lender, on or before the name 20th day of or to Goodyear or any Affiliated Seller that are received after each month, a detailed aged trial balance of all Accounts existing as of the Closinglast day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed (“Schedule of Accounts”), and, upon Lender’s request therefor, copies of proof of delivery and a copy of all documents, including repayment histories and present status reports relating to the extent in connection with Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Lender shall reasonably request. Borrowers shall deliver to Lender, promptly upon Lender’s request, copies of invoices or arising out invoice registers related to all of the Business Assets or the Assumed Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related theretotheir Accounts. (b) All payments and reimbursements made by If any Third Party in the name of Borrower grants any discounts, allowances or to Buyer, Newco or an Affiliated Buyer credits that are received after not shown on the Closingface of the invoice for the Account involved, such Borrower shall report such discounts, allowances or credits, as the case may be to Lender as part of the extent next required Schedule of Accounts. If any amounts due and owing in connection with or arising out excess of Excluded Assets $25,000 (or the Retained LiabilitiesUS Dollar Equivalent of such amount) are in dispute between any Borrower and any Account Debtor, or if any returns are made in excess of $25,000 (or the US Dollar Equivalent of such amount) with respect to any Accounts owing from an Account Debtor, Borrowers shall be held by such Person provide Lender with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in trust detail the reason for the benefit of Goodyear anddispute or return, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear all claims related thereto and the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related theretocontroversy. (c) If Buyer pays an Account of any of the Retained LiabilitiesBorrower includes a charge for any Taxes payable to any governmental authority, then Goodyear shall reimburse Lender is authorized, in its discretion, to pay the amount thereof to the proper governmental authority for the account of such payment Borrowers and to Buyer within thirty (30) days of receipt of a demand charge Borrowers therefor, provided that Lender shall be not liable for reimbursement, together with corresponding documentation of such paymentany Taxes that may be due by any Borrower. (d) If Goodyear pays Whether or not a Default or an Event of Default exists, Lender shall have the right at any time, in the name of Lender, any designee of Lender or any Borrower to verify the Assumed Liabilitiesvalidity, then Buyer amount or any other matter relating to any Accounts of each Borrower by mail, telephone, telegraph or otherwise. Borrowers shall reimburse cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process. Lender retains the amount right at all times that a Default or an Event of such payment Default exists to Goodyear within thirty (30) days notify Account Debtors of receipt each Borrower that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge to Borrowers the collection costs and expenses incurred by Buyer of a demand for reimbursementLender, together with corresponding documentation of such paymentincluding reasonable attorneys’ fees.

Administration of Accounts. (a) All payments and reimbursements made by any Third Party third party in the name of or to Goodyear or any Affiliated Seller that are received after the Closing, to the extent in connection with or arising out of the Business Purchased Assets or the Assumed Liabilities, Liabilities shall be held by such Person Seller in trust for the benefit of Buyer Purchaser and, immediately upon receipt by such Person Seller of any such payment or reimbursement, such Person Seller shall pay over to Buyer Purchaser the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer Purchaser in or to any Excluded Asset or any payment or reimbursement related thereto. . (b) All payments and reimbursements made by any Third Party third party in the name of or to Buyer, Newco or an Affiliated Buyer Purchaser that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Excluded Liabilities, shall be held by such Person Purchaser in trust for the benefit of Goodyear the relevant Seller and, immediately upon receipt by such Person Purchaser of any such payment or reimbursement, such Person Purchaser shall pay over to Goodyear the relevant Seller the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear Sellers in or to any Business Purchased Assets or any payment or reimbursement related thereto. (c) If Buyer Subject to Article X and the limitations set forth therein, if Purchaser pays any of the Retained Excluded Liabilities, then Goodyear shall reimburse the amount of such payment Payment to Buyer Purchaser within thirty (30) days of receipt by Goodyear of a demand for reimbursement, together with corresponding documentation of such payment.. 28 (d) If Goodyear pays Subject to Article X and the limitations set forth therein, if Sellers pay any of the Assumed Liabilities, then Buyer Purchaser shall reimburse the amount of such payment Payment to Goodyear Sellers within thirty (30) days of receipt by Buyer Purchaser of a demand for reimbursement, together with corresponding documentation of such payment.. Section

Administration of Accounts. (a) All After the Closing and as requested by Seller from time to time, Buyer will cooperate, and will cause its Affiliates to cooperate, in assisting Seller and its Affiliates in the collection of any Excluded Receivables that are received by Buyer. (b) After the Closing, all payments and reimbursements by any third party in the name of or to Buyer to the extent, in connection with, arising out of or relating to the Excluded Assets or the Retained Liabilities that are to be received by Buyer after the Closing shall be held by Buyer in trust for the benefit of Seller and, promptly upon receipt by Buyer of any such payment or reimbursement, Buyer shall pay over to Seller the amount of such payment or reimbursement without right of set-off. (c) After the Closing, all payments and reimbursements made by any Third Party third party in the name of or to Goodyear or any Affiliated Seller that are received after the Closing, to the extent extent, in connection with or with, arising out of or relating to the Business Purchased Assets or the Assumed Liabilities, Liabilities that are to be received by Seller after the Closing shall be held by such Person Seller in trust for the benefit of Buyer and, immediately promptly upon receipt by such Person Seller of any such payment or reimbursement, such Person Seller shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related thereto. (b) All payments and reimbursements made by any Third Party in the name of or to Buyer, Newco or an Affiliated Buyer that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust for the benefit of Goodyear and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related thereto. (c) If Buyer pays any of the Retained Liabilities, then Goodyear shall reimburse the amount of such payment to Buyer within thirty (30) days of receipt of a demand for reimbursement, together with corresponding documentation of such payment. (d) If Goodyear pays any of the Assumed Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment.