Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Form of Monthly Report [Attached] Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 ANNEX X DEFINITIONS [Attached] ANNEX Y [Reserved] FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Toronto-Dominion Bank, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of December 22, 2021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Toronto-Dominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Very truly yours, THE TORONTO-DOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules and Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate and Legal Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), TD SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Form of Monthly Report [Attached] Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 ANNEX X DEFINITIONS [Attached] ANNEX Y [Reserved] FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Toronto-Dominion Bank, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of December 22, 2021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Toronto-Dominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Very truly yours, THE TORONTO-DOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules and Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate and Legal Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), TD SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).:]
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Form of Monthly Report [Attached] Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 ANNEX X DEFINITIONS [Attached] ANNEX Y [Reserved] FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Toronto-Dominion Bank, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of December 22, 2021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Toronto-Dominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Very truly yours, THE TORONTO-DOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules and of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate and Legal Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), TD SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Form of Monthly Report [Attached***] Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 ANNEX X DEFINITIONS [Attached] ANNEX Y [Reserved] FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Toronto-Dominion Bank, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxx130 Adelaide Street West, 00xx Xxxxx 12th Floor [Address] SIT FUNDING CORPORATION LLC [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of December 22, 2021, as amended (the “Funding Agreement”), by and among SIT Funding LLC (f/k/a SIT Funding Corporation), TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Toronto-Dominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding CorporationLLC. Very truly yours, THE TORONTO-DOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules and of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. 6.07 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate and Legal Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), TD SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATIONLLC, a Delaware corporation limited liability company (f/k/a SIT Funding Corporation) (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
