Ingram Micro 2013 Annual Report Download - page 86

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5. Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to the
Administrative Agent, each Purchaser, each Purchaser Agent and the Assignee, as follows:
(a) . Immediately after giving effect to this Amendment, the representations and warranties made by such Person
in the Transaction Documents to which it is a party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such
representations or warranties were true and correct as of such earlier date).
(b) . This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitute the legal, valid
and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or at law.
(c) . No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a
Termination Event or an Unmatured Termination Event.
6. Conditions. This Amendment shall become effective as of the date hereof (the “ Effective Date”) upon the satisfaction of the following conditions
precedent:
(a) . The Administrative Agent shall have received counterparts hereto duly executed by each of the parties hereto.
(b)  . PNC shall have received counterparts of the Amended and Restated PNC Fee Letter
duly executed by each of the parties thereto.
(c) . The Administrative Agent shall have received confirmation that the Assignor shall have received the Payoff Amount
in its entirety in accordance with Section 2 of this Amendment.
7. Ratification. This Amendment constitutes an amendment to the Receivables Purchase Agreement. After the execution and delivery of this
Amendment, all references to the Receivables Purchase Agreement in any document shall be deemed to refer to the Receivables Purchase Agreement as amended
by this Amendment, unless the context otherwise requires. Except as amended above, the Receivables Purchase Agreement is hereby ratified in all respects.
Except as set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or
remedy of the parties hereto under the Receivables Purchase Agreement, nor constitute an amendment or waiver of any provision of the Receivables Purchase
Agreement. This Amendment shall not constitute a course of dealing among the parties hereto at variance with the Receivables Purchase Agreement such as to
require further notice by any of the Administrative Agent, the Purchaser Agents or the Purchasers to require strict compliance with the terms of the Receivables
Purchase Agreement in the future, as amended by this Amendment, except as expressly set forth herein. Each of the Seller and the Servicer hereby
acknowledges and expressly agrees that each of the Administrative Agent, the Purchaser Agents and the Purchasers reserves the right to, and does in fact,
require strict compliance with all terms and provisions of the Receivables Purchase Agreement, as amended herein.
8. No Proceedings. Each of the parties hereto agrees, for the benefit of the holders of the privately or publicly placed indebtedness for borrowed
money of any Conduit Purchaser or Market Street, not, prior to the date which is one (1) year and one (1) day after the payment in full of all privately or
publicly placed indebtedness for borrowed money of any Conduit Purchaser or Market Street remains outstanding, to acquiesce, petition or otherwise, directly
or indirectly, invoke, or cause any Conduit Purchaser or Market Street to invoke an Insolvency Proceeding by or against any Conduit Purchaser or Market
Street. The provisions of this Section 8 shall survive the termination of the Receivables Purchase Agreement.