45 (B. Any Reserve Fund Property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent, or a Financial Intermediary acting solely for the Trustee, as collateral agent. (C) Any Reserve Fund Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund Property as described in such paragraph. (D) Any Reserve Fund Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of any Reserve Fund Property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund Property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or the Agreement) as may be determined to be necessary in an Opinion of Counsel to the Seller delivered to the Trustee in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall:
45 (B. Borrowing/Election Notice. The applicable Swing Line Borrower shall deliver to the Administrative Agent and the Swing Line Bank a Borrowing/Election Notice, signed by it, not later than 2:00 p.m. (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day and which may be the same date as the date the Borrowing/Election Notice is given), and (ii) the aggregate amount of the requested Swing Line Loan which shall be, for Dollar Denominated Swing Line Loans, not less than $100,000 (and increments of $100,000 if in excess thereof) and for Alternate Currency Swing Line Loans, a Dollar Amount not less than $500,000 (and increments of $100,000 if in excess thereof); provided, that with respect to Alternate Currency Swing Line Loans, the foregoing requirements may be modified as appropriate in the applicable Alternate Currency Addendum and, in any event, with respect to the initial borrowing of Alternate Currency Swing Line Loans by a particular Subsidiary Swing Line Borrower, such Borrowing/Election Notice shall be delivered by SDM (on behalf of the applicable Subsidiary Swing Line Borrower) not later than 2:00 p.m. (Chicago time) on the date that is ten (10) days prior to such initial Alternate Currency Swing Line Loan. All Dollar Denominated Swing Line Loans shall bear interest at a rate quoted by the Administrative Agent to SDM, or, if no such rate is quoted, at the Floating Rate. All Alternate Currency Swing Line Loans shall bear interest at applicable local rates and margins to be determined by the Swing Line Bank and acceptable to the applicable Swing Line Subsidiary Borrower, which rate shall be set forth in the related Alternate Currency Addendum. (C) Making of Swing Line Loans. Promptly after receipt of the Borrowing/Election Notice under Section 2.3(B) in respect of Swing Line Loans, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission, of the requested Swing Line Loan. Not later than 4:00 p.m. (Chicago time) (or such other time specified in any Alternate Currency Addendum) on the applicable Borrowing Date, the Swing Line Bank shall make available its Swing Line Loan, in funds immediately available (x) with respect to any Dollar Denominated Swing Line Loan, in Chicago to the Administrative Agent at its address specified pursuant to Article XV and (y) with respect to any Alternate Currency Swing Line Loan, to the Administrative Agent at its address specified in the applicable Alternate Currency Addendum. The Administrative Agent will promptly make the funds so received from the Swing Line Bank available to the applicable Swing Line Borrower on the Borrowing Date at the Administrative Agent's aforesaid address. (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the applicable Swing Line Borrower on or before the thirtieth (30th) day after the Borrowing Date for such Swing Line Loan. The Swing Line Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or any portion of the outstanding Swing Line Loans which, for Dollar Denominated Swing Line Loans, shall be in a minimum amount that is not less than $100,000 (and increments of $100,000 if in excess thereof) and for Alternate Currency Swing Line Loans, shall be in a minimum Dollar Amount that is not less than $500,000 (and increments of $100,000 if in excess thereof), upon notice to the Administrative Agent and the Swing Line Bank. At the request of a Subsidiary Swing Line Borrower, and in the sole discretion of the Swing Line Bank, an Alternate Currency Swing Line Loan may be continued as an Alternate Currency Swing Line Loan for an additional 30-day period from the date such Loan is otherwise due. In addition, the Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the thirtieth (30th) day after the Borrowing Date of any Swing Line Loan
45 (B. Survival of Representations. Subject to the limitations described in Section IX, each representation, warranty, covenant and agreement of the parties hereto herein contained shall survive the Closing, notwithstanding any investigation at any time made by or on behalf of any party hereto, for a period of one (1) year from the date of the Closing (the "Survival Period"); except (a) for covenants and agreements to be performed subsequent to the Closing and (b) that nothing in the foregoing shall be deemed to diminish any Indemnitor's indemnification obligations to an Indemnitee respecting claims for Damages properly made prior to the last day of the Survival Period (or the applicable statutes of limitations period for claims for Damages based on common law fraud which shall survive for the duration of the applicable statutes of limitations periods).
45 (B. Within ten (10) business days following delivery of a Deduction Notice, Buyer shall tender to Kraft a check or wire transfer in the aggregate amount of the customer deductions set forth therein. Any amounts not tendered to Kraft on a timely basis may be offset against any proceeds from accounts receivable relating to the Business that Kraft is otherwise required to forward to Buyer pursuant to Section 5(g) or against any amounts that Kraft owes to Buyer pursuant to any other provision of this Agreement or any of the Ancillary Agreements. Late payments of any such amounts shall bear simple interest at the Applicable Rate.
45 (B second, to prepay Letter of Credit Advances then outstanding until all such Letter of Credit Advances are paid in full; and (C) third, to prepay Revolving Credit Advances then outstanding (whereupon the Revolving Credit Facility shall be permanently reduced as set forth in Section 2.05(b)(ii) in the amount of such prepayment) until such Revolving Credit Advances are paid in full; and (D) fourth, deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. (d) MISCELLANEOUS PROVISIONS RELATING TO PREPAYMENTS AND MAINTENANCE OF L/C CASH COLLATERAL ACCOUNT.