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Second Amended And Restated Receivables Funding And Administration Agreement

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Sectors: Services, Financial+Services
Governing Law: United States
Effective Date: February 12, 2007
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Exhibit 10.17

EXECUTION VERSION

SECOND AMENDED AND RESTATED

RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT

Dated as of February 12, 2007

by and among

SIT FUNDING CORPORATION,

as Borrower,

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME,

as Lenders,

and

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender, as Swing Line Lender and as Administrative Agent


Receivables Funding and Administration Agreement

TABLE OF CONTENTS

Page ARTICLE I. DEFINITIONS AND INTERPRETATION 2

Section 1.01. Definitions 2

Section 1.02. Rules of Construction 2

Section 1.03. Amendment and Restatement 2 ARTICLE II. AMOUNTS AND TERMS OF ADVANCES 2

Section 2.01. Advances. 2

Section 2.02. Optional Changes in Aggregate Commitment. 5

Section 2.03. Procedures for Making Advances. 7

Section 2.04. Pledge and Release of Transferred Receivables. 10

Section 2.05. Commitment Termination Date 11

Section 2.06. Interest; Charges. 11

Section 2.07. Fees. 12

Section 2.08. Application of Collections; Time and Method of Payments. 12

Section 2.09. Capital Requirements; Additional Costs. 15 ARTICLE III. CONDITIONS PRECEDENT 17

Section 3.01. Conditions to Effectiveness of Agreement 17

Section 3.02. Conditions Precedent to All Advances 19 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 20

Section 4.01. Representations and Warranties of the Borrower 20 ARTICLE V. GENERAL COVENANTS OF THE BORROWER 30

Section 5.01. Affirmative Covenants of the Borrower 30

Section 5.02. Reporting Requirements of the Borrower 32

Section 5.03. Negative Covenants of the Borrower 32 ARTICLE VI. ACCOUNTS 35

Section 6.01. Establishment of Accounts. 35 ARTICLE VII. GRANT OF SECURITY INTERESTS 38

Section 7.01. Borrower' s Grant of Security Interest 38

Section 7.02. Borrower' s Agreements 40

Section 7.03. Delivery of Collateral 40


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Section 7.04. Borrower Remains Liable 40

Section 7.05. Covenants of the Borrower Regarding the Borrower Collateral. 41 ARTICLE VIII. TERMINATION EVENTS 44

Section 8.01. Termination Events 44 ARTICLE IX. REMEDIES 47

Section 9.01. Actions Upon Termination Event 47

Section 9.02. Exercise of Remedies 49

Section 9.03. Power of Attorney 49

Section 9.04. Continuing Security Interest 50 ARTICLE X. INDEMNIFICATION 50

Section 10.01. Indemnities by the Borrower. 50 ARTICLE XI. ADMINISTRATIVE AGENT 52

Section 11.01. Authorization and Action. 52

Section 11.02. Reliance 52

Section 11.03. GE Capital and Affiliates 53

Section 11.04. Lender Credit Decision 53

Section 11.05. Indemnification 53

Section 11.06. Successor Administrative Agent 53

Section 11.07. Setoff and Sharing of Payments 54 ARTICLE XII. MISCELLANEOUS 55

Section 12.01. Notices 55

Section 12.02. Binding Effect; Assignability. 55

Section 12.03. Termination; Survival of Borrower Obligations Upon Commitment Termination Date. 58

Section 12.04. Costs, Expenses and Taxes 58

Section 12.05. Confidentiality. 60

Section 12.06. Complete Agreement; Modification of Agreement 61

Section 12.07. Amendments and Waivers. 61

Section 12.08. No Waiver; Remedies 63

Section 12.09. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 63

Section 12.10. Counterparts 65

Section 12.11. Severability 65

Section 12.12. Section Titles 65

Section 12.13. Further Assurances. 65

Section 12.14. No Proceedings 66

Section 12.15. Limitation on Payments 66

Section 12.16. Limited Recourse 66


Receivables Funding and Administration Agreement

ii EXHIBITS Exhibit 2.01(a)(ii) Form of Revolving Note Exhibit 2.01(b)(ii) Form of Swing Line Note Exhibit 2.02(a) Form of Commitment Reduction Notice Exhibit 2.02(b) Form of Commitment Termination Notice 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 4.01(b) Jurisdiction of Organization/Organizational Number; Executive Offices; Collateral Locations; Corporate or Other Names Schedule 4.01(i) Tax Matters/Borrower Schedule 4.01(q) Deposit and Disbursement Accounts/Borrower Schedule 5.01(b) Trade Names/Borrower Schedule 5.03(b) Existing Liens Schedule 12.01 Notice Information 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/Lenders' Accounts Annex X Definitions and Interpretations Annex Y Schedule of Documents Annex Z Special Concentration Percentages


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THIS SECOND AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the " Agreement" ) (a) is entered into as of February 12, 2007 by and among SIT FUNDING CORPORATION, a Delaware corporation (the " Borrower" ), the financial institutions signatory hereto from time to time as lenders (the " Lenders" ), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the " Swing Line Lender" ) and as administrative agent for the Lenders hereunder (in such capacity, the " Administrative Agent" ), and (b) amends and restates that certain Amended and Restated Receivables Purchase and Servicing Agreement, dated August 30, 2002, among SIT Funding Corporation as seller, Synnex Corporation as servicer and as originator, General Electric Capital Corporation as administrative agent and a committed purchaser, Manhattan Asset Funding Company LLC as a conduit purchaser, Sumitomo Mitsui Banking Corporation as a committed purchaser and as a purchaser agent, as amended by that certain Amendment No. 1, dated June 30, 2003, that certain Amendment No. 2, dated December 30, 2003, that certain Amendment No. 3, dated December 13, 2004, that certain Amendment No. 4, dated September 16, 2005, and that certain Amendment No. 5, dated May 17, 2006 (as otherwise heretofore amended, restated, supplemented and modified, the " Existing Receivables Purchase Agreement" ).

RECITALS A. The Borrower is a special purpose corporation, the sole shareholder of which is Parent. B. The Borrower has been formed for the purpose of purchasing, or otherwise acquiring by capital contribution, Receivables of the Originators party to the Sale Agreement.

C. Prior to the date hereof, the Borrower has funded its purchases of the Receivables, in part, by selling undivided ownership interests in such Receivables pursuant to the Existing Receivables Purchase Agreement.

D. From and after the date hereof, the Borrower intends to fund its purchases of the Receivables, in part, by borrowing Advances and pledging all of its right, title and interest in and to the Receivables as security therefor, and, subject to the terms and conditions hereof, the Lenders intend to make such Advances from time to time, as described herein.

E. The Administrative Agent has been requested and is willing to act as administrative agent on behalf of each of the Lenders in connection with the making and financing of such Advances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Receivables Funding and Administration Agreement

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Annex X .

Section 1.02. Rules of Construction . For purposes of this Agreement, the rules of construction set forth in Annex X shall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement.

Section 1.03. Amendment and Restatement . Upon the satisfaction or waiver of the conditions precedent set forth herein, (a) the terms and provisions of the Existing Receivables Purchase Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Existing Receivables Purchase Agreement in any of the Related Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Receivables Purchase Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each " Committed Purchaser" (as defined in the Existing Receivables Purchase Agreement) that is a party to the Existing Receivables Purchase Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Existing Receivables Purchase Agreement shall be governed by the Existing Receivables Purchase Agreement and the other Related Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Related Documents (as defined herein).

ARTICLE II.

AMOUNTS AND TERMS OF ADVANCES

Section 2.01. Advances . (a) Revolving Credit Advances . (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, each Lender (other than the Swing Line Lender and SMBC Discretionary Lender) severally agrees to make its Pro Rata Share of advances (each such advance hereunder, a " Revolving Credit Advance" ) to the Borrower from time to time, subject to Section 2.01(c) . The Outstanding Principal Amount of all Revolving Credit Advances shall not at any time exceed the Aggregate Commitment and the Outstanding Principal Amount of Revolving Credit Advances made by each Lender shall not exceed such Lender' s several Commitment. Except to the extent provided in Section 2.06(c) , no Lender shall make any Revolving Credit Advances if, after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Revolving Credit Advances hereunder on the terms and conditions set forth herein.


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(ii) The Borrower shall execute and deliver to each Lender (other than the Swing Line Lender) that makes a request therefor, a note to evidence the Revolving Credit Advances which may be made hereunder from time to time by such Lender. Each such note shall be (x) in the principal amount of the Commitment of the applicable Lender, (y) dated as of the date of issuance thereof, and (z) substantially in the form of Exhibit 2.01(a)(ii) (each, a " Revolving Note" ). Each Revolving Note shall represent the obligation of the Borrower to pay the amount of each Lender' s Commitment or, if less, the Lender' s Pro Rata Share of the aggregate Outstanding Principal Amount of all outstanding Revolving Credit Advances made to the Borrower, together with interest thereon as prescribed in Section 2.06 . The Outstanding Principal Amount of Revolving Credit Advances and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

(b) Swing Line Advances . (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a " Swing Line Advance" ) to the Borrower from time to time. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Swing Line Lender shall not make any Swing Line Advance, if after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day' s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 , be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv) . The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Commitment Termination Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the " Swing Line Note" ). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06 . The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

(iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower


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hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount equal to such Lender' s Pro Rata Share of the principal amount of the Swing Line Loan (the " Refunded Swing Line Loan" ) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender (subject to Section 2.01(c) ) shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given; provided that (i) no Lender shall be required to make such a Revolving Credit Advance if the Swing Line Advance to be financed was made in violation of the fourth sentence of Section 2.01(b)(i) and the Funding Excess resulting therefrom has not yet been cured, (ii) no Lender shall be required to make such a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender' s several Commitment and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii) , the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

(v) Each Lender' s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall, except to the extent described in the proviso set forth in the second to last sentence of Section 2.01(b)(iii) and as set forth in Section 2.01(c) , be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or (b)(iv) , as the case


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may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

(c) SMBC Lender Group . Notwithstanding anything in this Agreement or any Related Document to the contrary, the SMBC Discretionary Lender shall have no commitment hereunder and may fund Advances, purchase participations in Swing Line Loans and refinance Swing Line Loans pursuant to Section 2.01(b)(iii) and (iv) of this Agreement hereunder solely in its own discretion. If the SMBC Discretionary Lender does not elect to fund an Advance, the SMBC Committed Lender shall fund in its stead subject to the conditions set forth herein. Each of the " SMBC Discretionary Lender" and " SMBC Committed Lender" shall constitute a Lender hereunder subject to the foregoing sentence. The Advances made by the SMBC Lender Group shall at no time exceed the Commitment indicated for the SMBC Committed Lender.

Section 2.02. Optional Changes in Aggregate Commitment .

(a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently; provided , that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a " Commitment Reduction Notice" ), (ii) any partial reduction of the Aggregate Commitment shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such partial reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $200,000,000. Any such reduction in the Aggregate Commitment shall result in (i) a reduction in each Lender' s Commitment in an amount equal to such Lender' s Pro Rata Share of the amount by which the Aggregate Commitment is being reduced and (ii) a proportional reduction in the Swing Line Commitment; provided , however , that no such partial reduction shall reduce the Swing Line Commitment below the aggregate amount of the Swing Line Loan. (b) The Borrower may, at any time, on at least 30 days' prior written notice by the Borrower to the Administrative Agent, irrevocably terminate the Aggregate Commitment; provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the " Commitment Termination Notice" ), (ii) the Borrower shall reduce the aggregate outstanding amount of Advances to zero, and make all payments required by Section 2.03(h) at the time and in the manner specified therein and (iii) the Borrower shall pay any amounts owed under Section 2.02(d) in connection therewith. Upon such termination, the Borrower' s right to request that (1) any Lender make Revolving Credit Advances or (2) the Swing Line Lender make Swing Line Advances hereunder, shall in each case simultaneously terminate and the Commitment Termination Date shall automatically occur.

(c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business


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Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate Commitment.

(d) For the purposes of increasing the Aggregate Commitment, the Borrower may from time to time request a new or additional commitment from one or more Lenders or other Persons consented to by the Administrative Agent pursuant to the Incremental Commitment Agreement (each such Person upon satisfaction of the conditions set forth herein, an " Incremental Lender" ) so long as (w) the other conditions precedent set forth in this clause (d) are satisfied, (x) after giving effect to such new or additional commitment, (A) the Aggregate Commitment shall not exceed $350,000,000, and (B) the aggregate amount of all new or additional commitments hereunder shall not exceed $50,000,000, (y) on the date on which such commitment is requested to be effective (such date, an " Incremental Commitment Date" ), Borrower will have delivered all audited financial statements required pursuant to Annex 5.02(a) with respect to the previous Fiscal Year, and (z) on such Incremental Commitment Date no Incipient Termination Event, Termination Event, Incipient Servicer Termination Event or Event of Servicer Termination shall have occurred and be continuing, or will occur after giving effect to such new or additional commitment. No new or additional commitment pursuant to this Section 2.02(d) shall be effective unless (i) the Borrower delivers to the Administrative Agent an Incremental Commitment Agreement executed and delivered by the Borrower and the related Incremental Lender and such other documentation relating thereto as the Administrative Agent shall reasonably request, (ii) the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of the Borrower to the effect that the condition set forth in clause (z) above is satisfied, (iii) the Borrower shall have delivered to the Administrative Agent such additional legal opinions, board resolutions, certificates and documentation as may be required by the relevant Incremental Commitment Agreement or reasonably requested by the Administrative Agent. Neither the Administrative Agent nor any Lender shall be obligated to deliver or fund any new or additional commitment pursuant hereto unless such Person becomes party to an Incremental Commitment Agreement as an Incremental Lender; provided , that subject to the conditions set forth herein, each of the SMBC Lender Group and GE Capital hereby commits to provide its respective Pro Rata Share of an Incremental Commitment at any time prior to the first anniversary of the Closing Date. On each Incremental Commitment Date, and as a condition to becoming a Lender hereunder, the applicable Incremental Lenders shall fund Advances to the Administrative Agent in an amount necessary for such Incremental Lender' s Pro Rata Share to be equal to (I) the sum of (A) such Lender' s Revolving Credit Advances, plus (B) such Lender' s share of the obligations to purchase participations in Swing Line Loans and refinance Swing Line Loans pursuant to Section 2.01(b)(iii) and (iv) of this Agreement, divided by (II) the aggregate outstanding Principal Amount on such Incremental Commitment Date. Upon receipt of such amount, the Administrative Agent shall disburse such amounts to the other Lenders ratably in accordance with their Pro Rata Shares. Notwithstanding anything herein to the contrary, in connection with any request by Borrower for an Incremental Commitment hereunder by any Person, (1) Borrower shall only make such request of GE Capital and of no other Person prior to the first anniversary of the Closing Date hereof and (2) from and


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after the first anniversary of the Closing Date hereof, Borrower shall first request the existing Lenders to provide such Incremental Commitment hereunder based on such Lenders Pro Rata Shares, and to the extent that any Lender hereunder agrees to provide any portion of such Incremental Commitment, such Lender shall always be entitled to fund a portion of such Incremental Commitment that is necessary to preserve its Pro Rata Share hereunder as in effect immediately prior to giving effect to such Incremental Commitment.

Section 2.03. Procedures for Making Advances .

(a) Borrowing Requests . Except as provided in Sections 2.06(c) and 2.11(b)(ii) , each Borrowing shall be made upon notice by the Borrower to the Administrative Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than (1) 2:00 p.m. (New York time) on the Business Day of the proposed Advance Date set forth therein. Each Borrowing requested pursuant to a Borrowing Request shall be in the form of a Swing Line Advance until such Swing Line Advance is refunded or otherwise refinanced in accordance with Section 2.01(b)(iii) or (b)(iv). Each such notice (a " Borrowing Request" ) shall (i) be substantially in the form of Exhibit 2.03(a) , (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000 or an integral multiple of $500,000 in excess of $1,000,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be required by the Lenders and the Administrative Agent. The Administrative Agent shall review the Borrowing Base Certificate delivered in connection with each Borrowing Request to confirm whether a Funding Excess exists or would exist after giving effect to the Borrowing requested in the related Borrowing Request. If, in connection with such review, the Administrative Agent determines that a Funding Excess exists or would exist after giving effect to the Borrowing requested in the related Borrowing Request, the Administrative Agent shall promptly notify each Lender thereof. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance. (b) Advances; Payments .

(i)(A) The Administrative Agent shall, promptly after receipt of a Borrowing Request and in any event prior to 3:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender of its receipt of a Borrowing Request relating to a request for Swing Line Advances, and B) the Swing Line Lender shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent' s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. Afte
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