Common use of Co-Borrower Clause in Contracts

Co-Borrower. (a) Goodyear shall have the right to elect, for any reason, including a change in the tax laws of any relevant jurisdiction, to designate a portion of the Loans as Co-Borrower Loans of the Co-Borrower. In addition to the initial designation under this paragraph (a) with respect to the Co-Borrower, Goodyear will have the ability on up to three additional occasions during the term of this Agreement to designate additional Loans as Co-Borrower Loans of the Co-Borrower or to designate Co-Borrower Loans of the Co-Borrower as no longer being Co-Borrower Loans. Each such designation shall be effected by a written notice to the Administrative Agent by Goodyear and the Co-Borrower (1) which shall specify (A) the aggregate amount of the Loans so designated and (B) the Borrowing or Borrowings (or portions thereof) constituting such Co-Borrower Loans, and (2) pursuant to which the Co-Borrower shall become liable for all of the obligations of Goodyear in respect of such specified Co-Borrower Loans and to be bound by the terms of this Agreement in respect of such Co-Borrower Loans, including all obligations to repay principal, to pay interest and to pay all other amounts from time to time due in respect of such Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and several basis with the Co-Borrower, for all obligations of the Co-Borrower in respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at any time outstanding shall not exceed $800,000,000. If any designation under this paragraph (a) results in the aggregate amount of Co-Borrower Loans outstanding exceeding $800,000,000 such designation shall be considered to be in error and shall be void to the extent of such excess. Such excess amount shall not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans and the principal amount of the Co-Borrower Loan to which such designation relates shall be restored to the amount permitted hereunder, and the amount to which the designation relates shall be reduced to the extent necessary such that the aggregate amount of Co-Borrower Loans outstanding shall equal, and as intended not exceed, $800,000,000 (and such excess shall be a Borrowing pursuant to which Goodyear is the sole Borrower hereunder). No designation under this paragraph (a) may be given pursuant to which the Co-Borrower becomes a co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a Canadian Tax Opinion to the Administrative Agent at the time of such designation. (b) Goodyear shall be jointly and severally liable in respect of each Co-Borrower Loan to the same extent as if it were the sole borrower in respect of such Loan. Goodyear’s obligations in respect of the Co-Borrower Loans shall continue in full force and effect and shall not be affected for any reason whatsoever by the Incurrence of any Co-Borrower Loan by the Co-Borrower, including by any defect in the power or authority of the Co-Borrower to Incur a Co-Borrower Loan, by any failure of the Co-Borrower to have obtained any consent or other approval required for it to Incur a Co-Borrower Loan, by any default or breach by the Co-Borrower of or under any agreement or any law or regulation or any provision of any organizational document, or by any failure of a Co-Borrower Loan to be enforceable against the Co-Borrower for any reason whatsoever. (c) The Co-Borrower Loans of the Co-Borrower shall consist of separate Borrowings identified by Goodyear as Borrowings comprised of such Co-Borrower Loans and such Loans shall not be included in any Borrowing that is not comprised of Co-Borrower Loans. Each Interest Election Request delivered when any Co-Borrower Loans are outstanding shall specify whether the Borrowing or Borrowings referred to therein are comprised of Co-Borrower Loans.

Co-Borrower. (a) Goodyear shall have the right to elect, for any reason, including a change in the tax laws of any relevant jurisdiction, to designate a portion of the Loans as Co-Borrower Loans of the Co-Borrower. In addition to the initial designation under this paragraph (a) with respect to the Co-Borrower, Goodyear will have the ability on up to three additional occasions during the term of this Agreement to designate additional Loans as Co-Borrower Loans of the Co-Borrower or to designate Co-Borrower Loans of the Co-Borrower as no longer being Co-Borrower Loans. Each such designation shall be effected by a written notice to the Administrative Agent by Goodyear and the Co-Borrower (1) which shall specify (A) the aggregate amount of the Loans so designated and (B) the Borrowing or Borrowings (or portions thereof) constituting such Co-Borrower Loans, and (2) pursuant to which the Co-Borrower shall become liable for all of the obligations of Goodyear in respect of such specified Co-Borrower Loans and to be bound by the terms of this Agreement in respect of such Co-Borrower Loans, including all obligations to repay principal, to pay interest and to pay all other amounts from time to time due in respect of such Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and several basis with the Co-Borrower, for all obligations of the Co-Borrower in respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at any time outstanding shall not exceed $800,000,000. If any designation under this paragraph (a) results in the aggregate amount of Co-Borrower Loans outstanding exceeding $800,000,000 such designation shall be considered to be in error and shall be void to the extent of such excess. Such excess amount shall not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans and the principal amount of the Co-Borrower Loan to which such designation relates shall be restored to the amount permitted hereunder, and the amount to which the designation relates shall be reduced to the extent necessary such that the aggregate amount of Co-Borrower Loans outstanding shall equal, and as intended not exceed, $800,000,000 (and such excess shall be a Borrowing pursuant to which Goodyear is the sole Borrower hereunder). No designation under this paragraph (a) may be given pursuant to which the Co-Borrower becomes a co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a Canadian Tax Opinion to the Administrative Agent at the time of such designation. (b) Goodyear shall be jointly and severally liable in respect of each Co-Borrower Loan to the same extent as if it were the sole borrower in respect of such Loan. Goodyear’s obligations in respect of the Co-Borrower Loans shall continue in full force and effect and shall not be affected for any reason whatsoever by the Incurrence of any Co-Borrower Loan by the Co-Borrower, including by any defect in the power or authority of the Co-Borrower to Incur a Co-Borrower Loan, by any failure of the Co-Borrower to have obtained any consent or other approval required for it to Incur a Co-Borrower Loan, by any default or breach by the Co-Borrower of or under any agreement or any law or regulation or any provision of any organizational document, or by any failure of a Co-Borrower Loan to be enforceable against the Co-Borrower for any reason whatsoever. (c) The Co-Borrower Loans of the Co-Borrower shall consist of separate Borrowings identified by Goodyear as Borrowings comprised of such Co-Borrower Loans and such Loans shall not be included in any Borrowing that is not comprised of Co-Borrower Loans. Each Interest Election Request delivered when any Co-Borrower Loans are outstanding shall specify whether the Borrowing or Borrowings referred to therein are comprised of Co-Borrower Loans. (d) Prepayments of Loans under Section 2.07 may be allocated among the Co-Borrower Loans and the other Loans as Goodyear shall elect pursuant to the applicable notice delivered under Section 2.07(c). (e) References to the taking of any action by the Borrower in respect of any Co-Borrower Loan shall be deemed to include references to Goodyear or the Co-Borrower taking such action and the Agents are expressly authorized to accept any such action taken by Goodyear or the Co-Borrower as having the same effect as if taken by Goodyear in respect of a Loan that is not a Co-Borrower Loan. (f) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Credit Documents (and stated herein or therein, as applicable, to be computed on the basis of any period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or 365, as applicable, or such other period of time, respectively.