Common use of Administration of Accounts Clause in Contracts

Administration of Accounts. (A) 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 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 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 verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (Aa) Borrower shall report discounts, allowances or credits granted by Borrower that are not shown on The Agent retains 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 right after the occurrence of an Event of Default to notify the Account Debtors that the Accounts have been assigned to the Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower. The Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. The Borrower irrevocably makes, constitutes and appoints the Agent as the Borrower’s true and lawful attorney and agent-in-fact to, after the occurrence and during the continuation of an Event of Default, Lender endorse the Borrower’s name on any checks, notes, drafts or other payments relating to, the Accounts which come into the Agent’s possession or under the Agent’s control as a result of its taking any of the foregoing actions. The Agent shall endeavor to forward to the Borrower a copy of any notice it gives to any Account Debtor under this Section, provided that the Agent shall have no liability for the failure to do so, nor will such failure have any effect on any action taken pursuant hereto. Additionally, after the occurrence and during the continuation of an Event of Default, the Agent shall have the right to collect and 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 the Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney's ’s fees, to the Borrower. The Borrower shall keep accurate and complete records of the Accounts and all payments and collections thereon. (Bb) If an Account includes a charge for any tax payable to any governmental taxing authority, Lender is the Lenders are authorized, in its their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the Borrower and to charge make a Base Rate Advance to the Loan Account Borrower to pay therefor. The Borrower shall notify Lender the Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, Lender the Agent 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 the Borrower by reason of the sale and delivery creating the Account. (Cc) Whether or not Following the occurrence and during the continuation of an Event of Default has occurredDefault, any of Lender's the Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lenderthe Lenders, or any designee of Lender the Lenders or the Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Agent shall notify the Borrower that it has taken action to verify any Account. The Borrower shall cooperate fully with Lender the Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (Aa) Borrower The Senior Account shall report discounts, allowances or credits granted be administered solely 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 Senior Lender. Upon 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 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 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 Event Application Trigger Date and on a monthly basis out of Defaultfunds other than the Cash Collateral, Lender shall have the right funds in the Senior Account or the funds in the Intercreditor Account, notwithstanding Senior Lender's option 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 pay such terms and conditions as Lender may deem advisable, and to charge the deficiencies, costs and expenses thereoffrom the Cash Collateral or funds in the Senior Account in accordance with Paragraph 3(d)(ii) above. Borrower acknowledges that any third party accountant or Approved Institution designated subsequent to the execution hereof to administer the Senior Account shall collect the Net Cash Flow as agent of and in trust for the use and benefit of the Lenders and for application in accordance with the 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, including reasonable attorney's fees, to Borrowerby such other accountant or Approved Institution as agent of and in trust for the benefit of Senior Lender. (Bb) If an The Cash Collateral 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 thereforshall be administered by Escrow Agent. 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 All costs of the Account and Escrow Agent shall not be liable for any taxes to any governmental taxing authority that may be due paid by Borrower by reason of the sale and delivery creating the Account. (C) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents Borrower. Escrow Agent shall have the right, at any time after the date hereof, with the consent of Senior Lender, and the consent of Subordinate Lender, which consent by Subordinate Lender shall not be unreasonably withheld or times hereafterdelayed, 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 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 Senior Account or the funds in the Intercreditor Account, notwithstanding Senior Lender's option to 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 third party accountant or Approved Institution designated subsequent to the execution hereof to administer the Cash Collateral Account shall collect the Net Cash Flow as agent of and in trust for the use and benefit of the Lenders and for application in accordance with the terms of 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 other accountant as agent of and in trust for the benefit of Escrow Agent, Lenders and Borrower. (c) 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 reasonable fees of Senior Lender, any designee or such other accountant or Approved Institution incurred in establishing and administering the Intercreditor Account shall be paid upon the occurrence of Lender an Application Trigger Date and on a monthly basis out of funds other than the Cash Collateral or Borrowerfunds in the Senior Account or the Intercreditor Account, notwithstanding Senior Lender's option to verify pay such costs and expenses from the validity, amount Cash Collateral or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully the funds in the Senior Account in accordance with Lender in an effort to facilitate Paragraph 3(d)(ii) and promptly conclude any such verification process3(f) above.

Administration of Accounts. (Aa) Each Borrower shall keep accurate and complete records of its Accounts and all payments and 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 20th day of each month, a detailed aged trial balance of all Accounts existing as of the last 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 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 invoice registers related to all of their Accounts. (b) If any Borrower grants any discounts, allowances or credits granted by Borrower that are not shown on the face of the invoice for the Account involved involved, such Borrower shall report such discounts, allowances or credits, as the case may be to Lender as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $25,000 (or the US 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 provide Lender with written notice thereof at the time of its submission to Lender of the next Schedule of Accounts as provided Accounts, explaining in SECTION 5.2 detail the reason for the dispute or more frequently upon the request of Lender. Upon return, all claims related thereto and 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 Borrowerin controversy. (Bc) If an Account of any Borrower includes a charge for any tax Taxes payable to any governmental taxing authority, Lender is authorized, in its sole discretion, to pay the amount thereof to the proper taxing governmental authority for the account of Borrower Borrowers and to charge the Loan Account Borrowers therefor. Borrower , provided that Lender shall notify Lender if be not liable for any Account includes Taxes that may be due by any tax due to any governmental taxing authority and, in the absence Borrower. (d) Whether or not a Default or an Event of such noticeDefault exists, 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 of Lender's officers, employees or agents shall have the right, at any time or times hereaftertime, in the name of Lender, any designee of Lender or Borrower, any Borrower to verify the validity, amount or any other matter relating to any Accounts of each Borrower by mail, telephone, telegraph or otherwise. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process. Lender retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of 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 Lender, including reasonable attorneys’ fees.

Administration of Accounts. (Aa) Borrower shall report discounts, allowances or credits granted All payments and reimbursements made 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 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 of Lender's officers, employees or agents shall have the right, at any time or times hereafter, Third Party in the name of Lender, or to Goodyear or any designee of Lender or BorrowerAffiliated Seller that are received after the Closing, to verify the validityextent 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 other matter relating 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 Accounts 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 mailBuyer of a demand for reimbursement, telephone, telegraph or otherwise. Borrower shall cooperate fully together with Lender in an effort to facilitate and promptly conclude any corresponding documentation of such verification processpayment.

Administration of Accounts. (Aa) Borrower shall report discountsagrees to submit to Bank, allowances or credits granted by Borrower that are not shown on within thirty (30) days after the face end of each month during the term of the invoice for Revolver, a summary aged trial balance of all accounts existing as of the Account involved last day of such month, and all inventory, in form satisfactory to Lender at the time Bank. Borrower agrees to keep accurate and complete records 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 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 advisableaccounts, and to charge the deficiencies, costs of all payments and expenses collections thereof, including reasonable attorney's fees, to Borrowerand of all inventory. (Bb) If an Account includes Monthly, within thirty (30) days after the end of each monthly period, Borrower shall submit a charge for any tax payable borrowing base certificate to any governmental taxing authority, Lender is authorized, in its sole discretion, to pay Bank setting forth 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, Borrower's Eligible Accounts Receivable (as defined in the absence Borrowing Base Agreement), Eligible Inventory and Equipment as of the last day 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 Accountmonthly period. (Cc) Whether or not an Event of Default has occurred, Borrower shall permit Bank, including any of Lender's its officers, employees agents or agents shall have the right, at any time or times hereafter, in the name of Lender, any designee of Lender or Borrowerdesignees, to inspect and verify the validity, amount of or any other matter relating to any Accounts by mail, telephone, telegraph or otherwisethe Borrower's accounts. Borrower shall agrees to cooperate fully with Lender Bank in an effort to facilitate such inspection and promptly conclude any such verification process. (d) Bank shall have the right at any time after the occurrence of an Event of Default to notify any or all account debtors that Borrower's accounts have been assigned to Bank and to collect the accounts in its name. B. Acquisition Line. (i) Subject to the terms hereof, Bank agrees to extend a non-revolving line of credit (the "Acquisition Line") to Borrower, in the original principal amount of up to Five Million Dollars ($5,000,000), for the purpose of providing a portion of the funds required to finance acquisitions by Borrower. The proceeds of the Acquisition Line will be available to Borrower at the closing of any such acquisition in such amounts as the Bank, in its discretion, may agree to be advanced in connection with such acquisition. To evidence the Acquisition Line, Borrower shall execute and deliver to Bank a promissory note (the "Acquisition Note") in the principal amount of $5,000,000, which Acquisition Note shall bear interest and be payable in accordance with the terms set forth hereinbelow. (ii) Interest and Principal. Interest on the principal amount outstanding under the Acquisition Line from time to time shall accrue at the rate of thirty- day LIBOR, plus two hundred twenty-five basis points (2.25%) per annum, which accrued interest shall be payable monthly in arrears. The principal of the Acquisition Note, together with any accrued but unpaid interest thereon, shall be repaid in full on the Maturity Date.

Administration of Accounts. (Aa) Borrower shall keep accurate and complete records of its Accounts and all payments and 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 15th day of each month, a detailed aged trial balance of all Accounts existing as of the last 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 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 invoice registers related to all of its Accounts. (b) If Borrower grants any discounts, allowances or credits granted by Borrower that are not shown on the face of the invoice for the Account involved involved, Borrower shall report such discounts, allowances or credits, as the case may be to Lender as part of the 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, or if any returns are made in excess of $25,000 with respect to any Accounts owing from an Account Debtor, Borrower shall provide Lender with written notice thereof at the time of its submission to Lender of the next Schedule of Accounts as provided Accounts, explaining in SECTION 5.2 detail the reason for the dispute or more frequently upon the request of Lender. Upon return, all claims related thereto and 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 Borrowerin controversy. (Bc) If an Account of Borrower includes a charge for any tax Taxes payable to any governmental taxing authority, Lender is authorized, in its sole discretiondiscretion in the event Borrower has failed to pay any such Taxes, to pay the amount thereof to the proper taxing governmental authority for the account of Borrower and to charge the Loan Account Borrower therefor. Borrower , provided that Lender shall notify Lender if be not liable for any Account includes any tax Taxes that may be due to any governmental taxing authority and, in the absence by Borrower. (d) Whether or not a Default or an Event of such noticeDefault exists, 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 of Lender's officers, employees or agents shall have the right, at any time or times hereaftertime, in the name of Lender, any designee of Lender or Borrower, Borrower to verify the validity, amount or any other matter relating to any Accounts of Borrower by mailmail (and, at any time that an Event of Default exists, by telephone, telegraph or otherwise). Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process. Lender retains the right at all times that an Event of Default exists to notify Account Debtors of 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 Lender, including reasonable attorneys’ fees.

Administration of Accounts. (Aa) Borrower shall report discounts, allowances or credits granted All payments and reimbursements made 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 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 of Lender's officers, employees or agents shall have the right, at any time or times hereafter, third party in the name of Lender, or to any designee of Lender or BorrowerSeller that are received after the Closing, to verify the validityextent in connection with or arising out of the Purchased Assets or the Assumed Liabilities shall be held by such Seller in trust for the benefit of Purchaser and, immediately upon receipt by such Seller of any such payment or reimbursement, such Seller shall pay over to 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 Purchaser in or to any Excluded Asset or any other matter relating payment or reimbursement related thereto. (b) All payments and reimbursements made by any third party in the name of or to Purchaser that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Excluded Liabilities, shall be held by Purchaser in trust for the benefit of the relevant Seller and, immediately upon receipt by Purchaser of any such payment or reimbursement, Purchaser shall pay over to 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 Sellers in or to any Accounts Purchased Assets or any payment or reimbursement related thereto. (c) Subject to Article X and the limitations set forth therein, if Purchaser pays any of the Excluded Liabilities, then Goodyear shall reimburse the amount of such Payment to Purchaser within thirty (30) days of receipt by mailGoodyear of a demand for reimbursement, telephonetogether with corresponding documentation of such payment. 28 (d) Subject to Article X and the limitations set forth therein, telegraph or otherwiseif Sellers pay any of the Assumed Liabilities, then Purchaser shall reimburse the amount of such Payment to Sellers within thirty (30) days of receipt by Purchaser of a demand for reimbursement, together with corresponding documentation of such payment. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude any such verification process.Section