Borrowing Agency. Each Borrower (other than the BVI Borrower) hereby irrevocably appoints the BVI Borrower as its agent, attorney-in-fact and representative for the purpose of (A) the giving and receipt of notices by and to the Borrowers under this Agreement and any other Loan Document, (B) the delivery of all documents, reports, financial statements and written materials required to be delivered by the Borrowers under this Agreement and any other Loan Documents and (C) all other purposes incidental to any of the foregoing; each such Borrower hereby agrees that any action taken by the BVI Borrower as its agent, attorney-in-fact and representative shall be binding upon such Borrower to the same extent as if directly taken by it.
Borrowing Agency. (a) Each Borrower hereby irrevocably designates Borrower Agent to be its agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication), to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other agreements, documents, instruments, certificates, notices and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuing Lender upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Loan Documents, all on behalf of and in the name of such Borrower or the Borrowers, and hereby authorizes Administrative Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrower Agent.
Borrowing Agency. (1) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or Borrowers, and hereby authorizes the Lender to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.
Borrowing Agency. 141 SECTION 11.01. Borrowing Agency Provisions; Several Nature of UK Borrower. 141 SECTION 11.02. Waivers 142 SECTION 11.03. Limitation on Liability of UK Borrower 142 SECTION 11.04. Powers 143 SECTION 11.05. Employment of Agents 143 SECTION 11.06. Notices 143 SECTION 11.07. Successor Borrowing Representative 143 SECTION 11.08. Execution of Loan Documents; Borrowing Base Certificate 143 SECTION 11.09. Reporting 143 SCHEDULES: Schedule 1(a) Commitment Schedule Schedule 1(b) Existing Letters of Credit Schedule 3.05 Properties Schedule 3.06 Disclosed Matters Schedule 3.12 Material Agreements Schedule 3.14 Insurance Schedule 3.15 Capitalization and Subsidiaries Schedule 3.18(b) Financing Statements, Releases and Other Filings re Collateral (other than Intellectual Property) Schedule 3.18(c) Assignment of Security Agreement, Amendments and Other Filings re Intellectual Property Schedule 5.17 Collateral Deposit Accounts and Banks with Lock Boxes Schedule 6.01 Existing Indebtedness Schedule 6.02 Existing Liens Schedule 6.04 Existing Investments Schedule 6.09 Existing Transactions with Related Persons Schedule 6.10 Existing Restrictions Schedule 6.16 Existing Leases EXHIBITS: Exhibit A Form of Assignment and Assumption Exhibit B Form of Opinion of Borrower’s Counsel Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Joinder Agreement Exhibit F Mandatory Costs SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 27, 2010 (as it may be amended or modified from time to time, this “Agreement”), among SYSTEMAX INC., a corporation organized under the laws of the State of Delaware (“SYX”), SYSTEMAX MANUFACTURING INC., a corporation organized under the laws of the State of Delaware (“SMI”), GLOBAL COMPUTER SUPPLIES INC., a corporation organized under the laws of the State of New York (“GCS”), GLOBAL EQUIPMENT COMPANY INC., a corporation organized under the laws of the State of New York (“GEC”), TIGERDIRECT, INC., a corporation organized under the laws of the State of Florida (“Tiger”), DARTEK CORPORATION, a corporation organized under the laws of the State of Delaware (“Dartek”), NEXEL INDUSTRIES, INC., a corporation organized under the laws of the State of New York (“NII”), MISCO AMERICA INC., a corporation organized under the laws of the State of Delaware (“Misco”), OXXXXXXX.XXX INC., a corporation organized under the laws of the State of Delaware (“OCI”), PAPIER CATALOGUES, INC., a corporation organized under the...
Borrowing Agency. 15.1 Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow, (ii) request advances, (iii) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and all other certificates, notice, writings and further assurances now or hereafter required hereunder, and (iv) otherwise take action under and in connection with this Agreement and the other Loan Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Xxxxxx to pay over or credit all Loan proceeds hereunder in accordance with the request of Borrowing Agent.
Borrowing Agency. 95 15.1. Borrowing Agency Provisions. 95 15.2. Waiver of Subrogation 96 XVI. MISCELLANEOUS. 96 16.1. Governing Law 96 16.2. Entire Understanding. 96 16.3. Successors and Assigns; Participations; New Lenders. 99 16.4. Application of Payments 101 16.5. Indemnity 101 16.6. Notice 101 16.7. Survival 103 16.8. Severability 103 16.9. Expenses 103 16.10. Injunctive Relief 104 16.11. Consequential Damages 104 16.12. Captions 104 16.13. Counterparts; Facsimile Signatures 104 16.14. Construction 104 16.15. Confidentiality; Sharing Information 104 16.16. Publicity 105 16.17. Certifications From Banks and Participants; US PATRIOT Act 105 16.18. Credit Parties 105 16.19. UK and Canadian Law 105 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Compliance Certificate Exhibit 1.2 Borrowing Base Certificate
Borrowing Agency. 15.1 Borrowing Agency Provisions
Borrowing Agency. 141 15.1. Borrowing Agency Provisions 141 15.2. Waiver of Subrogation 142 XVI. MISCELLANEOUS. 142 16.1. Governing Law 142 16.2. Entire Understanding 143 16.3. Successors and Assigns; Participations; Incremental Lenders 146 16.4. Application of Payments 149 16.5. Indemnity 149 16.6. Notice 150 16.7. Survival 152 16.8. Severability 152 16.9. Expenses 152 16.10. Injunctive Relief 152 16.11. Consequential Damages 153 16.12. Captions 153 16.13. Counterparts; Facsimile Signatures 153 16.14. Construction 153 16.15. Confidentiality; Sharing Information 153 16.16. Publicity 154 16.17. Certifications From Banks and Participants; USA PATRIOT Act 154 16.18. 154
Borrowing Agency. 74 Exhibit 8.1(j) - Form of Officer's Certificate.....79 Exhibit 15.3 - Commitment Transfer Supplement......80
Borrowing Agency. 59 AError! Bookmark not defined. Annex 1 Commitment Transfer Supplement..................................63 Schedule I to Commitment Transfer Supplement.......................69 Schedule II to Commitment Transfer Supplement......................70 Annex 2 Subsidiaries....................................................71 B3:112290.1 -------------------------------------------------------------------------------- THIS AGREEMENT is dated as of 12th December, 1997 between:
