European Provisions. (i) Parent and Buyer accept and agree (subject to the following provisions of this Section 1.4) that they do not intend the national provisions on transfer of undertakings as applicable based on the European Council Directives 2001/23/EC of 12 March 2001, 98/50/EC of 29 June 1998 and 77/187/EEC of 14 February 1977 on the approximation of the laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (together: the “Transfer Rules”) to apply to the employees or services set out in Section 1.2 following the expiration of the Transition Period.
(ii) If it is found or alleged that Transfer Rules do apply to any employee of any Providing Party engaged in the provision of the Transition Services, Parent agrees that, following the expiration of the Transition Period:
(a) in consultation with Buyer, Parent shall procure that, within seven days of being so requested by Buyer or if Parent so chooses, Parent (or, where applicable, the relevant Affiliate) shall make to each such employee an offer in writing to employ him or her under a new contract of employment to take effect upon the termination referred to below;
(b) the offer to be made will be such that (i) the provisions of the new contract shall, as to the capacity and place in which the person will be employed and as to the other terms and conditions of his or her employment, be at least as good as the corresponding provisions of his or her contract of employment as existing immediately prior to the expiration of the Transition Period, and (ii) it provides that his or her period of service with Buyer pursuant to this Agreement shall be counted as continuous service with Parent (or, where applicable, the relevant Affiliate);
(c) if the offer of employment made by Parent (or, where applicable, the relevant Affiliate) is accepted by that person, Buyer agrees to permit that person to leave Buyer’s employment without having worked his full notice period, if that person so requests;
(d) Buyer may within 28 days after becoming aware of the allegation or finding that Transfer Rules apply, if that person is still or still claims to be an employee of Buyer and has not accepted an offer of employment with Parent (or, where applicable, the relevant Affiliate), dismiss the employee with immediate effect or terminate the employment agreement as early as possible under observance of applicable notice periods; and
(e)...
European Provisions. 84 Section 14.01. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 84 Section 14.02. Securitisation Regulations; Information 85 -iii- EXHIBITS Exhibit 2.01(a)(ii) Form of Revolving Note Exhibit 2.02(a) Form of Facility Limit Reduction Notice Exhibit 2.02(b) Form of Facility Termination Notice Exhibit 2.02(c)(i) Form of Facility Limit Increase Notice Exhibit 2.02(c)(viii) Form of Accordion Confirmation Exhibit 2.03(a) Form of Borrowing Request Exhibit 2.03(h) Form of Repayment Notice Exhibit 5.02(b) Form of Borrowing Base Certificate Exhibit 9.03 Form of Power of Attorney Exhibit 12.02(b) Form of Assignment Agreement Exhibit A Credit and Collection Policy Schedule 1.01 Commitments Schedule 4.01(b) Jurisdiction of Organization/Organizational Number; Executive Offices; Collateral Locations; Corporate or Other Names Schedule 4.01(q) Accounts Schedule 5.01(b) Trade Names/Borrower Schedule 5.03(b) Existing Liens Schedule 12.01 Notice Information Schedule 12.21 Rebalancing
European Provisions. 84 Section 14.01. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 84 Section 14.02. Securitisation Regulations; Information 85 -iv- EXHIBITS Exhibit 2.01(a)(ii) Form of Revolving Note Exhibit 2.02(a) Form of Facility Limit Reduction Notice Exhibit 2.02(b) Form of Facility Termination Notice Exhibit 2.02(c)(i) Form of Facility Limit Increase Notice Exhibit 2.02(c)(viii) Form of Accordion Confirmation Exhibit 2.03(a) Form of Borrowing Request Exhibit 2.03(h) Form of Repayment Notice Exhibit 5.02(b) Form of Borrowing Base Certificate Exhibit 9.03 Form of Power of Attorney Exhibit 12.02(b) Form of Assignment Agreement Exhibit A Credit and Collection Policy Schedule 1.01 Commitments Schedule 4.01(b) Jurisdiction of Organization/Organizational Number; Executive Offices; Collateral Locations; Corporate or Other Names Schedule 4.01(q) Accounts Schedule 5.01(b) Trade Names/Borrower Schedule 5.03(b) Existing Liens Schedule 12.01 Notice Information Schedule 12.21 Rebalancing Annex 5.02(a) Reporting Requirements of the Borrower (including Forms of Monthly Report, Weekly Report and Daily Report) Annex W Administrative Agent’s Account/Xxxxxxx’ Accounts Annex X Definitions and Interpretations Annex Y [Reserved] Annex Z Special Obligor Approval Notice THIS FIFTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) (a) is entered into as of December 22, 2021 by and among SIT FUNDING CORPORATION, a Delaware corporation (the “Borrower”), TD SYNNEX CORPORATION, a Delaware corporation (the “Parent”), in its capacity as servicer (in such capacity, the “Servicer”), THE TORONTO-DOMINION BANK (in its individual capacity, “TD”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), the Committed Lenders and Discretionary Lenders from time to time party hereto (collectively, the “Lenders”), the Administrators from time to time party hereto (the “Administrators”) and the Managing Agents from time to time party hereto (the “Managing Agents”), and (b) amends and restates that certain Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010, among the Borrower, as borrower, the financial institutions signatory thereto as lenders and managing agents, and MUFG Bank, Ltd. (“MUFG”), as a lender, and as administrative agent (as heretofore amended, r...
European Provisions
