Ingram Micro 2013 Annual Report Download - page 83

Agreement and the other Assigned Documents. Without limiting the generality of the foregoing, the Assignor hereby assigns to the Assignee all of its right, title
and interest in the Pool Assets.
Payment of each portion of the Payoff Amount shall be made by wire transfer of immediately available funds in accordance with the payment
instructions set forth on Exhibit B hereto.
(b) . From and after the Effective Date (as defined below), the Assignor shall cease to be a party to the Receivables Purchase
Agreement and each of the other Assigned Documents to which it was a party and shall no longer have any rights or obligations under the Receivables
Purchase Agreement or any other Assigned Document (other than such rights which by their express terms survive termination thereof).
(c) . Notwithstanding anything to the contrary set forth in this Amendment, the Assignee does not accept or assume any
liability or responsibility for any breach, failure or other act or omission on the part of the Assignor, or any indemnification or other cost, fee or expense related
thereto, in each case which occurred or directly or indirectly arose out of an event which occurred prior to the Effective Date.
(d) . Each of the parties and signatories hereto (i) hereby acknowledges and agrees to the sale, assignment and
assumption set forth in clause (a) above, (ii) expressly waives any notice or other applicable requirements set forth in any Transaction Document as a
prerequisite or condition precedent to such sale, assignment and assumption (other than as set forth herein) and (iii) acknowledges and agrees that this Section
2 is in form and substance substantially similar to a Transfer Supplement.
3. Amendments to Receivables Purchase Agreement . The Seller, the Servicer, the Purchasers, Purchaser Agents and the Administrative Agent agree
that the Receivables Purchase Agreement is hereby amended as follows:
(a) The following new paragraph is hereby added to Section 1.1(a) of the Receivables Purchase Agreement immediately following the first paragraph
thereof:
Each of the parties hereto hereby acknowledges and agrees that from and after the Fourth Amendment Effective Date, (x) the PNC
Purchaser Group shall not include a Conduit Purchaser, and (y) each request by the Seller for Purchases pursuant to Section 1.1(a) shall
be deemed to be a request that PNC, as the Purchaser with respect to the PNC Purchaser Group, make the PNC Purchaser Group’s Ratable
Share of such Purchases.
(b) Section 1.7(b) of the Receivables Purchase Agreement is hereby amended by replacing the term “Eurodollar Rate” where it appears therein with
the phrase “Eurodollar Rate or LMIR”.
(c) Section 1.8(ii) of the Receivables Purchase Agreement is hereby amended by replacing the phrase “Eurodollar Rate or the Alternate Base Rate”
where it appears therein with the phrase “Eurodollar Rate, LMIR or the Alternate Base Rate”.
(d) Section 1.8(iii) of the Receivables Purchase Agreement is hereby amended by replacing the phrase “Eurodollar Rate or the Alternate Base Rate”
in each place where it appears therein with the phrase “Eurodollar Rate, LMIR or the Alternate Base Rate”.
(e) Section 1.10 of the Receivables Purchase Agreement is hereby replaced in its entirety with the following:
Section 1.10. Inability to Determine Eurodollar Rate or LMIR . In the event that any Purchaser Agent shall have determined prior
to the first day of any Settlement Period (or solely with respect to LMIR, on any day) (which determination shall be conclusive and binding
upon the parties hereto) by reason of circumstances, affecting the interbank Eurodollar market, either (a) dollar deposits in the relevant
amounts and for the relevant Settlement Period are not available, (b) adequate and reasonable means do not exist for