Common use of Unsold Receivables Clause in Contracts

Unsold Receivables. (a) The Receivables Seller and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Agent for application in accordance with Section 2.3(a). (c) Each Lenders Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.18, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling ABL Agent on behalf of itself and the Controlling Lenders and itself other ABL Secured Parties shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling ABL Agent for application in accordance with Section 2.3(a). (c) Each Lenders The ABL Agent agrees that it shall not exercise any rights it may have under the ABL Loan Documents to send any notices to Obligors informing them of the Lenders’ ABL Lenders interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the latest of payment in full of the Receivables Claim and the termination of the Commitments under (and as defined in) the Receivables Documents, except that that, from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.182.10, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 2.10 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling ABL Agent may may, pursuant to the provisions of the ABL Loan Documents, inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, so long as ABL Agent and direct such notices do not under any circumstances direct that Obligors to make payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are not required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lender Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Collateral Agent for application in accordance with Section 2.3(b) -------------- and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lender Agent for application in accordance with Section 2.3(a).. -------------- (c) Each Lenders The Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ ' interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the latest of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that that, from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.182.19, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 2.19 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Lender Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, Lender Agent so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Purchaser Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lender Collateral Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Purchased Receivables Assets shall be paid or delivered to the Receivables Purchaser Agent for application in accordance with Section 2.3(b2.03(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lender Collateral Agent for application in accordance with Section 2.3(a2.03(a). (c) Each Lenders Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ ' interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the later of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after any date on which the earlier of (x) a Receivables Termination Notice has been delivered pursuant to Section 2.18, (yi) the date that is 75 days after the effective date of any termination and cessation of transfers of Receivables is required pursuant to be effective under the terms Section 2.19 of Section 2.18 this Agreement and (zii) the first date on which the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their termsis less than $5,000,000, the Controlling Lender Collateral Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, so long Lender Collateral Agent and direct them as such notices do not under any circumstances direct that to where and how to make payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables DocumentsReceivables.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Agent Administrator (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lender Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Agent for application in accordance with Section 2.3(a). (c) Each Lenders The Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the later of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after any the earlier of (i) the date that is 45 days after the Sale Termination Date and (ii) the first date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.18, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their termsis less than $5,000,000, the Controlling Lender Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, so long Lender Agent and direct them as such notices do not under any circumstances direct that to where and how to make payments on account of such Unsold Receivables be made Receivables. (c) Cxxxxx Tire shall maintain a system of accounting that enables it to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to determine, for all Collections, the terms identity of the Receivables Documentsto which such Collections relate, including, without limitation, whether such Receivables are Purchased Receivables or Unsold Receivables. All of the parties hereto agree to cooperate with one another in good faith in making such determinations. In the event that Collections are received after the Sale Termination Date and the Receivable to which such Collections relate cannot be determined with reasonable certainty by the parties hereto after commercially reasonable inquiry, such Collections shall, for purposes of this Agreement, be applied first to the Receivables owed by such Obligor that have not been written off in accordance with GAAP in chronological order beginning with the oldest such Receivable, and then to the Receivables owed by such Obligor that have been written off in accordance with GAAP in chronological order beginning with the oldest such Receivable. In the event that Collections are received after the Sale Termination Date and the Obligor from whom such Collections were received cannot be determined with reasonable certainty by the parties hereto after commercially reasonable inquiry, such Collections shall, for purposes of this Agreement, be applied (to the extent that the parties hereto are entitled under applicable law to retain such Collections) first to the Receivables Claim and the Lender Claim on a pro rata basis, and second to the Transferor. Once identified, all proceeds of Unsold Receivables shall be transferred from the applicable Lock-Box Account to such other deposit accounts as the Lender Agent may specify from time to time.

Unsold Receivables. (a) The Receivables Seller and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lenders Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lenders Agent for application in accordance with Section 2.3(a). (c) Each The Lenders Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.18, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Lenders Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Lenders Agent, so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lenders Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Agent for application in accordance with Section SECTION 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lenders Agent for application in accordance with Section SECTION 2.3(a). (c) Each The Lenders Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ ' interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.18, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Lenders Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Lenders Agent, so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lender Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Collateral Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lender Agent for application in accordance with Section 2.3(a). (c) Each Lenders The Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ ' interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the latest of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that that, from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.182.19, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 2.19 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Lender Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, Lender Agent so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.

Unsold Receivables. (a) The Receivables Seller Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Controlling Lender Agent on behalf of the Controlling Lenders and itself shall be entitled to the Collections of Unsold Receivables. (b) Each of the parties hereto hereby agrees that all Collections received on account of Receivables Assets shall be paid or delivered to the Receivables Collateral Agent for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Controlling Lender Agent for application in accordance with Section 2.3(a). (c) Each Lenders The Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the latest of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that that, from and after any date on which (x) a Receivables Termination Notice has been delivered pursuant to Section 2.182.19, (y) the termination and cessation of transfers of Receivables is required to be effective under the terms of Section 2.18 2.19 and (z) the Receivables Claim has been paid in full or the Purchased Receivables giving rise to any unpaid Receivables Claim have been written off in accordance with their terms, the Controlling Lender Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Controlling Agent, Lender Agent so long as such notices do not under any circumstances direct that payments on account of such Unsold Receivables be made to any location or account to which payments on account of Purchased Receivables are required to be made pursuant to the terms of the Receivables Documents.