{"id":43558,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/revolving-uncommitted-trade-receivables-purchase-agreement-tech.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"revolving-uncommitted-trade-receivables-purchase-agreement-tech","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/revolving-uncommitted-trade-receivables-purchase-agreement-tech.html","title":{"rendered":"Revolving Uncommitted Trade Receivables Purchase Agreement – Tech Data Corp. and BNP Paribas"},"content":{"rendered":"

REVOLVING UNCOMMITTED TRADE RECEIVABLES PURCHASE
\nAGREEMENT <\/strong><\/p>\n

This Revolving Uncommitted Trade Receivables Purchase Agreement (together
\nwith all amendments, supplements, restatements, replacements, substitutions,
\nexhibits, and schedules hereto, this “Agreement<\/u>“) is made as of this
\n27th<\/sup> day of January 2010, among TECH DATA CORPORATION, a Florida
\ncorporation, with offices at 5350 Tech Data Drive, Clearwater, Florida 33760
\n(“Tech Data<\/u>“) and each of its wholly owned domestic subsidiaries that
\nexecutes this Agreement or that executes a Supplement hereto substantially in
\nthe form of Exhibit A<\/u> (Tech Data and each such subsidiary, individually,
\na “Company<\/u>” and collectively, the “Companies<\/u>“), and BNP PARIBAS, a
\nbank organized under the laws of France acting through its New York branch
\n(“Purchaser<\/u>“).<\/p>\n

RECITALS <\/u><\/p>\n

WHEREAS, each Company solicits orders for its goods and services sold in the
\nordinary course of business to customers located in the United States, which
\npurchases by such customers are solely for their business, commercial or
\norganizational purposes and use, and not for their personal, family or household
\nuse;<\/p>\n

WHEREAS, each Company desires to offer to sell to Purchaser, pursuant to this
\nAgreement, certain of such accounts receivable to certain of its customers as
\napproved by Purchaser as provided herein, and Purchaser may agree to purchase
\ncertain of such accounts receivable in accordance with the terms of this
\nAgreement and in strict reliance upon the warranties, representations, covenants
\nand indemnities of the Companies as provided herein;<\/p>\n

NOW, THEREFORE, in consideration of the mutual promises contained herein, and
\nfor other good and valuable consideration, the receipt and sufficiency of which
\nare hereby acknowledged, the parties agree as follows:<\/p>\n

Section 1. Definitions.<\/em> <\/strong><\/p>\n

In addition to the other terms defined in this Agreement, the following terms
\nwhenever used in this Agreement shall have the respective meanings herein
\nspecified (such meanings to be equally applicable to both the singular and
\nplural forms of such defined terms):<\/p>\n

“Actions<\/u>” shall mean any Commercial Dispute or any demand, suit, legal
\naction or proceeding, summons, subpoena, inquiry or investigation of any nature,
\ncivil, criminal, regulatory or otherwise.<\/p>\n

“Adjustment(s)<\/u>” means, with respect to each Eligible Receivable
\noffered for purchase, as of each Purchase Date, the aggregate of:<\/p>\n

(i) all discounts and allowances to which each Obligor would be entitled if
\nit made full payment on such Eligible Receivable on the most expeditious basis
\nor in the shortest term or satisfied any other conditions or requirements for
\nsuch discounts and allowances;<\/p>\n

(ii) all returns, replacements and credits relating to or regarding such
\nEligible Receivable, known at the Purchase Date; and<\/p>\n

(iii) all partial payments received or collected on or prior to any date of
\ndetermination of such Adjustment with respect to the Eligible Receivables.<\/p>\n

“Affiliate<\/u>” of a party shall mean any entity that is owned by, owns or
\nis under common control with such party or its ultimate parent.<\/p>\n

“Applicable Margin<\/u>” shall initially be 1.35% per annum, or otherwise
\nas agreed in writing by Tech Data and Purchaser with respect to each Obligor.\n<\/p>\n

\n

“Bankruptcy Exception<\/u>” shall mean, in respect of any agreement,
\ncontract or commitment, any limitation thereon with respect to enforceability
\nimposed by any bankruptcy, conservatorship, receivership, insolvency,
\nmoratorium, or similar laws affecting creditors153 rights generally, and any
\nlimitation imposed on the remedies of specific performance and injunction and
\nother forms of equitable relief applied at the discretion of the court before
\nwhich any proceedings therefor may be brought.<\/p>\n

“Books and Records<\/u>” shall mean any Company153s books and records
\nrelating to its Receivables, including all Eligible Receivables offered for
\npurchase pursuant to this Agreement and all Purchased Receivables, and all
\nassociated Invoices and all related documents and information.<\/p>\n

“Business Day<\/u>” shall mean any day other than a Saturday, Sunday or
\nother day on which commercial banks in New York, New York, are authorized or
\nrequired by law to close.<\/p>\n

“Change in Law<\/u>” shall mean the occurrence, after the date of this
\nAgreement, of any of the following: (a) the adoption or taking effect of any
\nlaw, rule, regulation or treaty, (b) any change in any law, rule, regulation or
\ntreaty or in the administration, interpretation or application thereof by any
\nGovernmental Authority, or (c) the making or issuance of any request, guideline
\nor directive (whether or not having the force of law) by any Governmental
\nAuthority.<\/p>\n

“Change of Control<\/u>” shall have the meaning given to such term in the
\nCredit Agreement.<\/p>\n

“Collections<\/u>” shall refer to all monies collected with respect to the
\nPurchased Receivables.<\/p>\n

“Commercial Dispute<\/u>” shall mean (i) any returns, replacements,
\nchargebacks, credits and any other Adjustments relating to any Purchased
\nReceivable, (ii) any disputes or claims (including, without limitation, any
\ndispute alleged as to price, invoice terms, quantity, or quality, breach of
\ncontract, warranty, representation, or covenant by any Company in respect of any
\nPurchased Receivable, or late or wrongful delivery and related claims of release
\nfrom liability, counterclaim or any alleged claim of deduction, offset, set-off,
\nrecoupment, counterclaim or otherwise) arising out of, or in connection with,
\nall or any portion of a Purchased Receivable or any other transaction related
\nthereto, or (iii) non-payment, in whole or in part, within one hundred twenty
\n(120) days past the Due Date for such Purchased Receivable for any other reason
\nor cause other than Financial Inability to Pay.<\/p>\n

“Company Guaranty<\/u>” shall mean the agreement of each Company to
\nguaranty the payment and performance of the obligations of each other Company
\npursuant to this Agreement under the provisions of Section 14<\/u>.<\/p>\n

“Confidential Information<\/u>” shall mean confidential or proprietary
\ninformation about any party, including but not limited to such party153s marketing
\nphilosophy and objectives, competitive advantages and disadvantages, pricing,
\naccountholder and customer names and addresses, financial results, systems
\n(including computer systems, owned or licensed software, and systems153 screens,
\ncapabilities, outputs and functions), operating procedures, manuals and
\npractices, sales volume(s), Goods mix or other information regarding the
\nbusiness or affairs of each party and its Affiliates, which such party
\nreasonably identifies to the other party in writing as being confidential and\/or
\nproprietary; provided, however, that in no event shall “Confidential
\nInformation” constitute information of one party (the “first party”): (i) known
\nto the other party prior to the commencement of discussions between the parties
\nhereto leading up to the execution of this Agreement and from a source other
\nthan the first party hereto, free of any obligation to keep it confidential;
\n(ii) in the public domain or made available publicly on a non-confidential basis
\nfrom a third party source other than through disclosure known to the other party
\nto be unauthorized; or (iii) independently developed by or lawfully known to
\nsuch other party prior to the date of disclosure of such information by the
\nfirst party hereto.<\/p>\n

“Control Agreement<\/u>” shall mean a deposit account control agreement, a
\nblocked account agreement, or an investment account control agreement, in form
\nand substance satisfactory to Purchaser with respect to the<\/p>\n

\n

Purchaser Deposit Account and the Purchaser Proceeds Investment Account by
\nand among the Purchaser, each Company, and the financial institution or
\nsecurities intermediary with which the Purchaser Deposit Account or the
\nPurchaser Proceeds Investment Account is maintained.<\/p>\n

“Cost of Funds<\/u>” shall mean the Purchaser153s cost of funds as of the
\napplicable Purchase Date.<\/p>\n

“Credit Agreement<\/u>” shall mean that certain Third Amended and Restated
\nCredit Agreement dated as of March 20, 2007, by and among Tech Data Corporation,
\nBank of America, N.A., as Administrative Agent, and the Lenders party thereto,
\nas the same may be amended or replaced from time to time.<\/p>\n

“Credit and Collection Policies and Procedures<\/u>” shall mean those
\ncredit and collection policies and procedures delivered and certified to
\nPurchaser by Tech Data as of the date of this Agreement.<\/p>\n

“Dilution<\/u>” shall mean, for any Period, the aggregate amount of all
\nPurchased Receivables not paid when due by the Obligors for any reason other
\nthan their respective Financial Inability to Pay.<\/p>\n

“Discount Percentage<\/u>” shall mean the percentage calculated as set
\nforth in Schedule 2<\/u>.<\/p>\n

“Dollar<\/u>” or “$<\/u>” shall refer to the lawful currency of the
\nUnited States of America.<\/p>\n

“Due Date<\/u>” shall mean the date indicated on the Invoice for any
\nReceivable as the date when final payment in full is due to be made with respect
\nto such Receivable.<\/p>\n

“Eligible Receivables<\/u>” shall mean Receivables that meet the following
\neligibility criteria:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Obligors on such Receivables at the time of purchase must:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

not have (i) filed a petition for relief, or have filed against them a
\npetition under federal, state or foreign bankruptcy law or statute or any other
\nsimilar Laws, including, but not by way of limitation, any relief sought for or
\nagainst any Obligor under Laws dealing with or relating to receivership,
\ninsolvency, conservatorship, moratorium, reorganization, arrangement,
\ndissolution or liquidation or the inability to pay its debts; (ii) had appointed
\na custodian, receiver, liquidator, trustee or sequestrator or similar official
\nrelative to any part of its assets; (iii) made an assignment for the benefit of
\nits creditors or admitted in writing its inability, or be generally unable, to
\npay its debts as such debts become due; or (iv) dissolved or taken steps to
\ndissolve (other than pursuant to a consolidation, amalgamation, merger or
\ncorporate reorganization) or wind up its business; provided<\/u>,
\nhowever<\/u>, that an Obligor may be approved in advance by Purchaser
\nnotwithstanding the application of this subsection (a); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

not be the subject of any threatened or pending Actions (other than
\nCommercial Disputes arising in the ordinary course of business which alone or in
\nthe aggregate do not constitute a material portion of the Receivables) asserted
\nby or against any Company or Purchaser or have caused any loss on the part of
\nany Company or Purchaser as a result of any fraud.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Receivables at the time of purchase must:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

be an “account” or “payment intangible” (within the meaning of Article 9 of
\nthe UCC), be generated from an Obligor which meets the criteria set forth in
\nclause (1) of this definition, and arise in connection with purchases of Goods
\nsolely for business, commercial or organizational purposes and use, and not for
\npersonal, family or household use, and which transactions do not constitute
\nconsumer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

lending or the extension of credit by any Company to an Obligor for personal,
\nfamily or household use or private consumption and not subject to any consumer
\nprotection laws;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

provide for repayment in full of the unpaid balance thereof not later than
\nninety (90) days from the date of the applicable Invoice;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

not be charged off by any Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

not be past due;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

not be subject to any security interests, liens, security filings, rights of
\nset-off, or other claims or encumbrances against any Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

be a United States transaction and be denominated in Dollars;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

not constitute, in whole or in part, any interest, late charges or late fees
\nor arise or stem from any progress payments, incomplete projects or partially
\nperformed services;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

neither contravene any Law nor be the subject of any pending or threatened
\nActions;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

be established and documented pursuant to the selling Company153s policies and
\nprocedures in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

be Receivables for which the selling Company is in possession of the related
\ncontract file;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

be Receivables for which Purchaser153s ownership interest in such Receivables
\nis perfected under the UCC and other applicable laws;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

be Receivables that are in full force and effect and as to which the selling
\nCompany shall have performed all of its obligations and requirements necessary
\nso as to have such Receivables constitute the binding and enforceable obligation
\nof the respective Obligors for the full amounts thereof in accordance with their
\nrespective terms and not subject to any Commercial Disputes at the time of sale
\nthereof; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

be Receivables that satisfy all applicable requirements, if any, of the
\nCredit and Collections Policies and Procedures.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Excluded Taxes<\/u>” shall mean, with respect to the Purchaser or any
\nother recipient of any payment to be made by or on account of any obligation of
\nany Company hereunder, (a) taxes imposed on or measured by its overall net
\nincome (however denominated), and franchise taxes imposed on it (in lieu of net
\nincome taxes), by the jurisdiction (or any political subdivision thereof) under
\nthe laws of which such recipient is organized or in which its principal office
\nis located or, in the case of Purchaser, in which its applicable office of the
\npurchase of Eligible Receivables is located, (b) any branch profits or taxes
\nimposed by the United States or any similar tax imposed by any other
\njurisdiction in which any Company is located, and (c) except as provided in the
\nfollowing sentence, any withholding tax that is imposed on amounts payable to
\nthe Purchaser that is attributable to the Purchaser153s failure or inability
\n(other than as a result of a Change in Law) to comply with Section 17.5<\/u>,
\nexcept to the extent that the Purchaser was entitled to receive additional
\namounts from any Company with respect to such withholding tax pursuant to
\nSection 17.1<\/u>. Notwithstanding anything to the contrary contained in this
\ndefinition, “Excluded Taxes” shall not include any Florida documentary tax.<\/p>\n

\n

“Federal Funds Rate<\/u>” shall mean, for any day, the rate per annum equal
\nto the weighted average of the rates on overnight Federal funds transactions
\nwith members of the Federal Reserve System arranged by Federal funds brokers on
\nsuch day, as published by the Federal Reserve Bank of New York on the Business
\nDay next succeeding such day; provided<\/u> that (i) if such day is not a
\nBusiness Day, the Federal Funds Rate for such day shall be such rate on such
\ntransactions on the next preceding Business Day as so published on the next
\nsucceeding Business Day, and (ii) if no such rate is so published on such next
\nsucceeding Business Day, the Federal Funds Rate for such day shall be the
\naverage rate (rounded upward, if necessary, to a whole multiple of 1\/100 of
\n1.00%) charged to Purchaser on such day on such transactions as determined by
\nthe Purchaser.<\/p>\n

“Financial Inability to Pay<\/u>” shall mean the failure of any Obligor to
\nmake a payment with respect to any Purchased Receivable as a consequence of the
\nObligor: (1) instituting a proceeding seeking a judgment of insolvency or
\nbankruptcy or other similar relief under any bankruptcy or insolvency law, (2)
\nhaving instituted against it a proceeding seeking a judgment of insolvency or
\nbankruptcy or other similar relief under any bankruptcy or insolvency law, which
\nproceeding results in a judgment of insolvency or bankruptcy or the entry of an
\norder for relief or for the making of an order for its winding-up or
\nliquidation, or such proceeding is not dismissed, discharged or stayed within
\nninety (90) days following the institution thereof, or (3) becoming subject to
\nthe appointment of a receiver, trustee, custodian, or other similar official for
\nit or for all or substantially all of its assets and as a result thereof the
\nObligor is no longer paying its debts generally as they become due.<\/p>\n

“Goods<\/u>” shall mean goods or services sold in the ordinary course of
\nbusiness by a Company to an Obligor, which purchases are solely for business,
\ncommercial or organizational purposes and use, and not for personal, family or
\nhousehold use.<\/p>\n

“Governmental Authority<\/u>” shall mean any nation or government, any
\nstate or other political subdivision thereof, any agency, authority,
\ninstrumentality, regulatory body, court, administrative tribunal, central bank
\nor other entity exercising executive, legislative, judicial, taxing, regulatory
\nor administrative powers or functions of or pertaining to government.<\/p>\n

“Guarantor<\/u>” shall mean the guarantor who is obligated under a
\nGuaranty.<\/p>\n

“Guaranty<\/u>” shall mean any guaranty required with respect to an
\nObligor, pursuant to which the Guarantor agrees to guaranty the payment and
\nperformance of the obligations of such Obligor to the Companies, or any of them,
\nand which is either in favor of Purchaser, or is assignable to Purchaser without
\nnotice or consent of such guarantor and which is in form and substance
\nsatisfactory to Purchaser, as the same may be amended, supplemented and restated
\nfrom time to time.<\/p>\n

“Indemnified Taxes<\/u>” shall mean all Taxes other than Excluded Taxes.\n<\/p>\n

“Invoice Amount<\/u>” means, as of each Purchase Date, the total dollar
\namount relating to each Eligible Receivable to be purchased by Purchaser as set
\nforth on the applicable Invoices.<\/p>\n

“Invoices<\/u>” shall mean all sales and purchase orders, invoices, bills
\nof lading and other contractual rights relating to Receivables generated by the
\nbona fide sale of Goods to the respective Obligors.<\/p>\n

“IRS<\/u>” shall mean the United States Internal Revenue Service.<\/p>\n

“Laws<\/u>” shall mean all applicable federal, state and local laws, rules
\nand regulations, including, but not limited to, all statutes, laws, rules,
\nregulations, ordinances, codes, orders, decisions, injunctions, judgments, and
\ndecrees of any governmental, judicial or administrative authority.<\/p>\n

\n

“Lien<\/u>” shall mean any lien, claim, encumbrance, pledge, charge,
\nsecurity interest, title retention, assignment, financing statement, preference,
\npriority or any other rights, restrictions, or interests of any kind, or inuring
\nto the benefit or preference of any Person with respect to any asset.<\/p>\n

“New Invoice Amounts<\/u>” shall mean, in the calculation of the Discount
\nPercentage for any Settlement Date, the aggregate amount of the Eligible
\nReceivables being purchased by Purchaser on such Settlement Date as reflected on
\nthe Invoices for such Eligible Receivables.<\/p>\n

“Obligor<\/u>” shall mean any customer to which a Company sells Goods and
\nwhich is approved as an Obligor by Purchaser.<\/p>\n

“Other Taxes<\/u>” shall mean all present or future stamp or documentary
\ntaxes or any other excise or property taxes, charges or similar levies arising
\nfrom any payment made hereunder or under any other agreement related hereto, or
\nfrom the execution, delivery or enforcement of, or otherwise with respect to,
\nthis Agreement or any other agreement related thereto.<\/p>\n

“Period<\/u>” shall refer to the period between Purchase Dates or
\nSettlement Dates.<\/p>\n

“Person<\/u>” shall mean any individual, partnership, joint venture, firm,
\ncorporation, limited liability company, association, trust or other enterprise
\nor any governmental authority.<\/p>\n

“Program Fee<\/u>” shall mean a fee equal to the Receivables Balance on any
\ngiven Settlement Date multiplied by the Program Fee Percentage on such
\nSettlement Date.<\/p>\n

“Program Fee Percentage<\/u>” shall be the percentage calculated as set
\nforth in Schedule 2<\/u> attached hereto.<\/p>\n

“Purchase Date<\/u>” shall mean each date on which any Eligible Receivable
\nand the related Purchased Assets are purchased from any Company pursuant to this
\nAgreement which, unless otherwise agreed, shall be a date listed on Schedule
\n1<\/u>, as amended and supplemented from time to time.<\/p>\n

“Purchase Price<\/u>” shall mean the purchase price paid to Tech Data for
\nthe account of the selling Company in Dollars for the Receivables being
\npurchased pursuant to this Agreement, which shall be in an amount computed
\naccording to the following formula:<\/p>\n

(1.000 – Discount Percentage (expressed as a decimal))<\/p>\n

x (Invoice Amounts – Adjustments)<\/p>\n

“Purchased Assets<\/u>” shall mean, with respect to each Eligible
\nReceivable sold by any Company pursuant to this Agreement, all of the selling
\nCompany153s rights, title and interests in and to such Receivable (absolutely and
\nwithout reservation by such Company of any ownership or other interests),
\nincluding without limitation, all Invoices evidencing such Receivable and all
\nrelated rights, claims, supporting obligations, remedies, benefits and other
\nrights and interests as described in the definition of “Receivables<\/u>.”\n<\/p>\n

“Purchased Receivables<\/u>” shall mean the Receivables that have been
\npurchased, or deemed to have been purchased, from a Company pursuant to the
\nprovisions of this Agreement.<\/p>\n

“Purchaser Deposit Account<\/u>” shall refer, individually and
\ncollectively, to any bank account established for the purpose of receiving
\npayments and other monies and proceeds collected with respect to Receivables,
\nwhich shall be maintained with a bank satisfactory to Purchaser, and shall be
\nsubject to a Control Agreement in favor of Purchaser in form and substance
\nsatisfactory to Purchaser.<\/p>\n

“Purchaser Indemnitees<\/u>” shall mean, collectively, Purchaser and its
\naffiliates, and their respective officers, employees, directors and agents.<\/p>\n

\n

“Purchaser Proceeds Investment Account<\/u>” shall refer, individually and
\ncollectively, to any investment account established for the purpose of investing
\nproceeds of Receivables, which shall be approved by Purchaser in writing in
\nadvance, shall be established with a bank or other financial institution
\nsatisfactory to Purchaser, and shall be subject to a Control Agreement in favor
\nof Purchaser, in form and substance satisfactory to Purchaser.<\/p>\n

“Purchasing Office<\/u>” shall mean the office or offices of Purchaser
\nlocated in the United States described as such in this Agreement, or such other
\noffice or offices located in the United States as Purchaser may from time to
\ntime notify Tech Data.<\/p>\n

“Receivable Adjustment<\/u>” shall mean the Dollar amount which may be
\nproperly deducted from the amount due under a Purchased Receivable as the result
\nof the settlement of a Commercial Dispute.<\/p>\n

“Receivables<\/u>” shall mean any account, receivable, account receivable,
\nindebtedness, other receivable, contract right, chose in action, and general
\nintangible arising out of and related to accounts and related inventory, chattel
\npaper, documents and proceeds thereof, wherever located, arising out of the sale
\nof Goods to an Obligor by any Company; all Invoices; all rights to payment of
\nany interest, finance, returned check or late charges, if any, in respect of
\namounts due under any Invoices; all indebtedness and other obligations owed to
\nsuch Company as a result of the sale of such Goods pursuant to the Invoice; any
\nand all rights and remedies as to stoppage in transit, reclamation, return and
\nrepossession and rights of an unpaid seller, and all returned, reclaimed, and
\nrepossessed Goods sold or financed pursuant thereto; all rights as to any Goods
\nor other property, contracts of indemnity, letters of credit, guaranties or
\nsureties, (including without limitation, all Guaranties), pledges,
\nhypothecations, mortgages, chattel mortgages, security agreements, deeds of
\ntrust, proceeds of insurance, and other collateral, liens or proceeds thereof at
\nany time constituting supporting obligations for the Receivables; any proceeds
\nof the foregoing; and any and all other rights, remedies, benefits and
\ninterests, both legal and equitable, to which such Company may be entitled in
\nrespect of any of the foregoing, including, but not limited to, any rights,
\nremedies, benefits, and interests set forth in the UCC with respect to
\n“accounts”, “payment intangibles” and “supporting obligations.”<\/p>\n

“Receivables Balance<\/u>” means the total net outstanding balance of all
\nPurchased Receivables previously purchased by Purchaser from a Company as of any
\napplicable Purchase Date.<\/p>\n

“Receivables List<\/u>” shall mean a list of Eligible Receivables of Tech
\nData and\/or any other Company to be delivered to Purchaser pursuant to the terms
\nof this Agreement (which list may be in the form of hard copy, facsimile or
\nelectronic transmission) identifying such offered Eligible Receivables in a form
\nsatisfactory to Purchaser, together with a summary receivable aging report for
\nthe Eligible Receivables included on such Receivables List, and which shall
\ninclude the following information regarding the Eligible Receivables:<\/p>\n

(a) a summary of the Eligible Receivables offered to be sold by each Company
\non such Purchase Date;<\/p>\n

(b) the original terms on which the Eligible Receivables offered to be sold
\non such Purchase Date are owed, including the Due Dates;<\/p>\n

(c) the respective Obligors by whom they are payable;<\/p>\n

(d) a preliminary funding summary estimating the amounts to be paid by
\nPurchaser for such Eligible Receivables; and<\/p>\n

(e) all other data or information otherwise requested by Purchaser in
\nconnection with such Eligible Receivables.<\/p>\n

“Receivables Report<\/u>” shall mean each report which is required to be
\ndelivered to Purchaser under Section 4.3(1)<\/u>.<\/p>\n

\n

“Removal Letter<\/u>” shall mean a letter agreement substantially in the
\nform of Exhibit B<\/u> hereto, pursuant to which a Person which is an Obligor
\nis removed from this Agreement as an “Obligor.”<\/p>\n

“Removed Obligor<\/u>” shall mean a Person which has been an Obligor but
\nwhich has been removed from this Agreement as an Obligor pursuant to the terms
\nof a Removal Letter.<\/p>\n

“Repurchase Receivable<\/u>” shall mean a Purchased Receivable which has
\nbeen repurchased by the selling Company in accordance with the provisions of
\nSection 5.3<\/u> or 5.6<\/u>.<\/p>\n

“Sales Report<\/u>” shall mean each report which is required to be
\ndelivered to Purchaser under Section 8.6<\/u>.<\/p>\n

“SPV<\/u>” shall mean Tech Data Finance SPV, Inc., a Delaware corporation.\n<\/p>\n

“SPV Receivables Purchase Agreement<\/u>” shall mean the Receivables
\nPurchase and Servicing Agreement dated as of May 19, 2000, between Tech Data and
\nSPV, as the same has been, and may hereafter be, amended, supplemented, restated
\nand otherwise modified from time to time.<\/p>\n

“Servicer<\/u>” shall have the meaning set forth in Section 11<\/u>.<\/p>\n

“Settlement Date<\/u>” shall mean each date on which the parties effectuate
\nthe settlement procedures set forth in Section 4.3<\/u>, which, unless
\notherwise agreed, shall be a date listed on Schedule 1<\/u>, as amended and
\nsupplemented from time to time.<\/p>\n

“Settlement Date Discount Percentage<\/u>” shall have the meaning set forth
\nin Schedule 2<\/u> attached hereto.<\/p>\n

“Supplement<\/u>” shall mean a supplement substantially in the form of
\nExhibit A<\/u> attached hereto, executed by each Person becoming a Company
\nhereunder and a party to this Agreement.<\/p>\n

“Taxes<\/u>” shall mean all present or future taxes, levies, imposts,
\nduties, deductions, withholdings, assessments, fees or other charges imposed by
\nany Governmental Authority, including any interest, additions to tax or
\npenalties applicable thereto.<\/p>\n

“Transactions<\/u>” shall mean the sales and purchases of such accounts
\nreceivable, and all related transactions, contemplated by this Agreement.<\/p>\n

“UCC<\/u>” shall mean the Uniform Commercial Code, as in effect in the
\napplicable jurisdiction from time to time.<\/p>\n

“Unpaid Balance<\/u>” shall mean, with respect to any Receivable, the
\naggregate amount required to prepay in full the principal of, and all interest,
\nfinance, prepayment and other fees or charges of any kind payable in respect of,
\nsuch Receivable.<\/p>\n

“Unresolved Dispute Amount<\/u>” shall mean that portion of a Purchased
\nReceivable which is subject to a Commercial Dispute.<\/p>\n

Section 2. Purchase and Sale of Receivables; Uncommitted
\nArrangement.<\/em> <\/strong><\/p>\n

2.1 Each Company may from time to time during the term of this Agreement
\noffer for sale to Purchaser, and Purchaser may, purchase, upon the terms and
\nsubject to the conditions contained herein, all rights, title and interests in
\nand to Eligible Receivables, including but not limited to all Invoices relating
\nto such Eligible Receivables. Receivables to be so purchased shall not represent
\nany late charges or late fees either to which any Company is contractually
\nentitled or which have been billed to any Obligor as of any Purchase Date, and
\nall of such amounts shall be excluded from the Receivables to be so purchased.
\nThe purchase and sale of Receivables pursuant to this Agreement shall be
\npromptly notified to the Obligors. NOTWITHSTANDING ANYTHING TO THE
\nCONTRARY CONTAINED IN THIS AGREEMENT, EACH COMPANY EXPRESSLY AGREES
\nTHAT<\/strong><\/p>\n

\n

PURCHASER SHALL NOT BE OBLIGATED TO PURCHASE RECEIVABLES FROM ANY
\nCOMPANY, AND PURCHASER MAY REFUSE, FOR ANY REASON OR FOR NO REASON, TO PURCHASE
\nRECEIVABLES OFFERED FOR PURCHASE BY ANY COMPANY WHETHER OR NOT THE VARIOUS
\nCONDITIONS TO PURCHASE SET FORTH IN THIS AGREEMENT HAVE BEEN SATISFIED.
\nPURCHASER EXPRESSLY AGREES THAT NO COMPANY SHALL BE OBLIGATED TO SELL
\nRECEIVABLES TO PURCHASER HEREUNDER. <\/strong><\/p>\n

2.2 Eligible Receivables to be purchased and sold will be those specified in
\naccordance with the procedure set forth in Section 3<\/u> below.<\/p>\n

2.3 In connection with each sale of Eligible Receivables to Purchaser, each
\nCompany shall sell, transfer, and assign to Purchaser an undivided one hundred
\npercent (100%) interest to in all of such Company153s rights, title and interests
\nin and to such Receivables, absolutely and without reservation by such Company
\nof any ownership or other interests, including without limitation, all Invoices
\nevidencing or otherwise relating to such Receivables and Purchased Assets.<\/p>\n

2.4 Eligible Receivables shall be offered for sale by the Companies pursuant
\nto this Agreement not more frequently than twice each calendar month after the
\ndate hereof unless otherwise agreed by Purchaser. Unless otherwise agreed by
\nTech Data and Purchaser, the Purchase Date[s] for each calendar month shall be
\nthe date[s] set forth on Schedule 1<\/u> (unless any such date does not fall
\non a Business Day, in which event such Purchase Date shall occur on the
\nimmediately following Business Day). The aggregate amount of the Purchase Price
\nof all Receivables sold on any Purchase Date shall be not less than $2,000,000.\n<\/p>\n

2.5 Each Company shall offer for sale to Purchaser only those Receivables
\nthat are Eligible Receivables.<\/p>\n

2.6 In addition to the other provisions of this Agreement and applicable
\nLaws, each Company hereby assigns all of its rights under each Guaranty to
\nPurchaser. Upon request from Purchaser, each Company will execute and deliver a
\nwritten confirmation of such assignment of any such Guaranty, in form and
\nsubstance satisfactory to Purchaser.<\/p>\n

Section 3. Transmission of Receivables Information and Purchase
\nProcedure.<\/em> <\/strong><\/p>\n

3.1 Tech Data, on behalf of itself and each other Company offering Eligible
\nReceivables for purchase, shall deliver to Purchaser before 2:00 p.m. (New York,
\nNew York time) not later than one Business Day immediately preceding each
\nproposed Purchase Date, or at mutually agreed upon intervals, a Receivables
\nList. If agreed to by Purchaser, delivery of the Receivables List may be
\nsatisfied in whole or in any part through direct electronic or Internet access
\nby Purchaser to each selling Company153s systems and databases (or that of such
\nCompany153s third party provider of Receivables services, if such access is
\napproved by the third party provider) to view or retrieve the information
\nspecified above, at no cost to Purchaser. Each Company shall timely deliver to
\nPurchaser, in a mutually acceptable form, all other data or information
\notherwise requested by Purchaser, in order to purchase such Eligible Receivables
\nunder this Agreement.<\/p>\n

3.2 Purchaser shall have the right to inspect, during each Company153s normal
\nbusiness hours upon at least one (1) Business Day153s prior notice, and to request
\nand obtain copies of, each Company153s Books and Records relating to Eligible
\nReceivables.<\/p>\n

3.3 The Books and Records maintained by each Company relating to Purchased
\nReceivables and the collection by each Company of Purchased Receivables shall be
\nclearly identifiable for all purposes (including audit purposes) and shall
\nclearly reflect that all rights, title and interests in the Purchased
\nReceivables have been sold, transferred and assigned. Such Books and Records
\nshall include information sufficient to permit identification of the interest
\nowned by the Purchaser in the Purchased Receivables and the particular Purchased
\nReceivables to which amounts collected in respect of the Purchased Receivables
\nand other Purchased Assets are attributable. Purchaser (including its auditors,
\nlegal counsel or accountants retained by Purchaser) may inspect and request
\ncopies of such Books and Records relating to Purchased Receivables at any time
\nat each Company153s offices during normal business<\/p>\n

\n

hours and upon notice given by Purchaser, at least one (1) Business Day in
\nadvance to such Company. Each Company shall (i) bear responsibility for ensuring
\nthat Purchaser has the right to inspect, obtain copies, and gain access to any
\nsuch Books and Records held or maintained by any third party, and (ii) bear any
\nloss occasioned by Purchaser153s inability to obtain access to information with
\nrespect to such Purchased Receivables from the Books and Records.<\/p>\n

3.4 The payment for the purchase and sale of the Purchased Receivables shall
\noccur pursuant to Section 4<\/u> hereof. The Purchase Date for each sale of
\nEligible Receivables shall be deemed to occur on the date Purchaser enters the
\npurchase of such Eligible Receivables in its books and records (including
\nentries which may be made electronically to books and records kept on
\nPurchaser153s computer systems). If any Company fails to deliver to Purchaser any
\ndocuments evidencing any of the Purchased Receivables, including documentation
\nof the Invoice and delivery tracking numbers with respect to any such Purchased
\nReceivables (and which each such Company shall hold as bailee for Purchaser),
\nimmediately upon request (or, in the case of documentation evidencing the actual
\ndelivery of Goods giving rise to such Eligible Receivables, as soon as
\npracticable following such request by Purchaser, but in any event not later than
\n15 days following such request), then Purchaser may require such Company to
\nrepurchase such Receivables in accordance with the procedures set forth in
\nSection 5<\/u>.<\/p>\n

Section 4. Payment and Purchase Price.<\/em> <\/strong><\/p>\n

4.1 The purchase of Receivables by Purchaser pursuant to this Agreement on
\neach Purchase Date shall vest in Purchaser full legal, equitable and beneficial
\ntitle in and to each Receivable purchased on such Purchase Date on the terms and
\nsubject to the terms and conditions of this Agreement. The entry of the purchase
\nof such Receivables by Purchaser in its books and records shall constitute
\nconclusive evidence of the transfer of ownership of such Receivables to the
\nPurchaser as provided in this Agreement.<\/p>\n

4.2 Purchaser shall pay the Purchase Price in Dollars, as set forth in
\nSection 4.3<\/u>, to Tech Data for the account of the selling Company for the
\nReceivables being purchased. Tech Data shall, on behalf of each of the
\nCompanies, pay the Program Fee in Dollars directly to Purchaser, as set forth in
\nSection 4.3<\/u>, on each Settlement Date when (i) no Eligible Receivables are
\noffered by any Company for sale to Purchaser hereunder, or (ii) the aggregate
\namount of Eligible Receivables offered by all Companies for sale to Purchaser is
\nless than $1,000,000.<\/p>\n

4.3 The parties shall adhere to the following settlement procedures, unless
\notherwise agreed by Purchaser, for so long as this Agreement remains in effect
\nor any Receivables Balance remains outstanding, as follows with respect to the
\nPurchase Price, Program Fee, Repurchase Receivables, and Commercial Disputes:\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The Servicer shall deliver to Purchaser, at least one Business Day prior to
\neach Settlement Date (and at such other times as may be requested by Purchaser),
\nan accounts aging trial balance report (the “Receivables Report<\/u>“) in such
\nform and with such detail as approved by Purchaser for all Purchased
\nReceivables, and the Servicer and each of the Companies shall deliver to
\nPurchaser any other reports or other information with respect to such Purchased
\nReceivables as may be reasonably requested by Purchaser.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The Servicer shall pay to Purchaser, on or before each Settlement Date, (i)
\nall amounts the Servicer has collected (including any proceeds of credit
\ninsurance received in respect of any Purchased Receivables) since the preceding
\nSettlement Date on account of Purchased Receivables or otherwise for the benefit
\nof Purchaser, (ii) the Program Fee, if any, payable to Purchaser, and (iii) all
\nother amounts otherwise owed by any Company to Purchaser as of such Settlement
\nDate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Each Company shall identify and hold in trust for Purchaser all amounts
\nremitted or paid to such Company, if any, on account of each Purchased
\nReceivable from such Company as the property of Purchaser (including any
\nproceeds of credit insurance received in respect of any Purchased Receivables),
\nand shall immediately deposit all such funds in the Purchaser Deposit Account
\nfrom time to time, subject to reconciliation on each subsequent Settlement Date.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Upon satisfaction of the applicable conditions to such purchase, the
\nPurchaser shall make available to Tech Data for the account of the applicable
\nCompanies the Purchase Price for the Receivables to be purchased hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Except as otherwise expressly provided herein, all payments by any Company
\nhereunder shall be made to Purchaser, at Purchaser153s designated office in
\nimmediately available funds on the applicable Settlement Date or as otherwise
\ndue hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

The obligations owed by the parties to one another as of each Settlement Date
\nshall be netted against one another. All payments to be made by Purchaser to any
\nCompany, and all payments to be made by any Company to Purchaser hereunder,
\nshall be made in Dollars in same day funds in time to be credited in accordance
\nwith normal banking procedures on the day when such payment is due and payable
\nin accordance with the most current written wire instructions previously
\nprovided by one party to the other parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

Whenever any payment to be made by one party to the other shall become due on
\na day other than a Business Day, payment shall be due on the immediately
\nfollowing Business Day, including as provided in Section 2.5<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 5. Risk of Loss.<\/em> <\/strong><\/p>\n

5.1 Except as specified herein below, Purchaser is assuming the risk of loss
\nor non-payment, relative to Purchased Receivables, which is due solely to the
\nrespective Obligors153 Financial Inability to Pay on the date payment is due. Each
\nCompany retains all risk of loss or non-payment due in whole or in part to any
\nCommercial Dispute.<\/p>\n

5.2 If an Obligor does not pay all or any portion of a Purchased Receivable
\nwhen such Purchased Receivable is due and payable on account of a Commercial
\nDispute (other than on account of a Commercial Dispute described in clause (iii)
\nof the definition of “Commercial Dispute”), the selling Company may attempt to
\nresolve with such Obligor the non-payment during the sixty (60) day period
\nimmediately following the earlier of (i) the date such Company became aware of
\nthe Commercial Dispute, and (ii) the Due Date for such Purchased Receivable. The
\nselling Company shall notify Purchaser of any settlement of Commercial Disputes
\nknown to it after reasonable investigation and the applicable Receivable
\nAdjustments, if any. The selling Company shall pay to Purchaser, the amount of
\nany such Receivable Adjustment in Dollars on the next Settlement Date. In the
\nevent that such Company pays to Purchaser the Receivable Adjustment or Purchaser
\nreceives payment in full of the remaining unpaid portion of such Purchased
\nReceivable, then any further payments received by Purchaser on such Purchased
\nReceivable (but not to exceed the amount of Receivable Adjustment actually paid
\nby such Company to Purchaser) shall be remitted to such Company and such
\nReceivable Adjustment shall not be considered as an Adjustment for any further
\npurpose under this Agreement. Purchaser shall have no duty to investigate the
\nbona fide nature or the validity of any Commercial Dispute.<\/p>\n

5.3 If a Purchased Receivable subject to a Commercial Dispute (other than a
\nCommercial Dispute limited to the type described in clause (iii) of the
\ndefinition of “Commercial Dispute”) has been outstanding for more than sixty
\n(60) days past the applicable Due Date, then Purchaser may require the selling
\nCompany to repurchase the Unresolved Dispute Amount. For Commercial Disputes
\nlimited to the type described in clause (iii) of the definition of “Commercial
\nDispute”, Purchaser may require the selling Company to repurchase the Unresolved
\nDispute Amount after it has been outstanding for more than one hundred twenty
\n(120) days past the Due Date. Subject to this Section 5.3<\/u>, such Company
\nshall repay to Purchaser the Unresolved Dispute Amount in Dollars on the next
\nSettlement Date and upon such repurchase such Unresolved Dispute Amount shall
\nnot be considered as an Adjustment for any further purpose under this Agreement.
\nIf the Unresolved Dispute Amount is paid by such Company, Purchaser receives
\nfurther payments of the remaining unpaid portion of such Purchased Receivable
\nwhich, combined with the Unresolved Dispute Amount paid by such Company to
\nPurchaser for such Purchased Receivable, equal to or exceeds the Invoice Amount
\n(less applicable Adjustments) with respect to such Purchased Receivable, then
\nfurther payments received by Purchaser on such Purchased Receivable (but not to
\nexceed the Unresolved Dispute Amount actually paid by such Company to Purchaser)
\nshall be remitted to such<\/p>\n

\n

Company or to Tech Data on behalf of such Company. If the entire Purchased
\nReceivable balance is repaid by such Company, it becomes a Repurchase Receivable
\n(as provided below), and Purchaser, upon payment, shall transfer its undivided
\ninterest in the Repurchase Receivable and the rights appurtenant thereto to such
\nCompany without any warranties, representations, or recourse whatsoever, other
\nthan a representation and warranty that Purchaser has not transferred its
\nundivided interest in the Repurchase Receivable to any other third party and
\nthat such Repurchase Receivable is not subject to any security interest, lien or
\nencumbrance granted or created by Purchaser; provided<\/u>, however<\/u>,
\nthat such transfer shall not affect, and any Repurchase Receivable so
\ntransferred shall continue to be subject to, the security interest granted
\npursuant to Section 8.3<\/u> of this Agreement. In the event such Company pays
\nPurchaser, the amount necessary when added to other sums received for such
\nRepurchase Receivable, equal to the Invoice Amount (less applicable Adjustments)
\nof the Repurchase Receivable, then any further payments received by Purchaser
\nthereafter on such Receivable shall be remitted to such Company or to Tech Data
\non behalf of such Company. This repayment obligation shall apply only as set
\nforth in this Section 5.3<\/u>. In the event that such Company repays
\nPurchaser, the entire balance owing under the Purchased Receivable as provided
\nin this paragraph, or Purchaser receive further payments of the remaining unpaid
\nportion of such Purchased Receivable from the Obligor, then further payments
\nreceived by Purchaser on such Receivable shall be remitted to such Company or to
\nTech Data on behalf of such Company. Purchaser shall cooperate with such
\nCompany153s efforts to resolve and obtain payment of an Unresolved Dispute Amount.\n<\/p>\n

5.4 The Servicer will direct the collection process to collect or resolve all
\nUnresolved Dispute Amounts in accordance with the Credit and Collection Policies
\nand Procedures.<\/p>\n

5.5 If any Purchased Receivable shall be an amount less than that specified
\nin the Receivables List (after giving effect to any Adjustments known on the
\nPurchase Date) by reason of a credit issued by the selling Company or a
\nreduction taken by an Obligor in respect of a discount or other claim, then such
\nCompany shall pay such difference to Purchaser, on the next Settlement Date, or
\nPurchaser may, at its option, deduct such payment from any payment due from
\nPurchaser under this Agreement.<\/p>\n

5.6 If any warranty made by any Company pursuant to this Agreement (including
\nthe warranties set forth in Section 7<\/u> below) in respect of any Purchased
\nReceivables proves to have been inaccurate or false when deemed made hereunder,
\nthen without limiting Purchaser153s rights and remedies under this Agreement, such
\nPurchased Receivables shall be repurchased by the selling Company on the next
\nSettlement Date for the full amount thereof then owing to Purchaser in respect
\nthereof.<\/p>\n

5.7 If any Company owes Purchaser any amount under this Agreement, Purchaser
\nmay, in its sole discretion, deduct, offset or recoup the amount due and payable
\nfrom any amount due or to become due under this Agreement from Purchaser,
\nincluding without limitation, the payment of the Purchase Price of any Purchased
\nReceivables thereafter purchased by Purchaser, in its sole discretion, without
\nany form of prior notice, and such action shall constitute payment of the such
\nPurchase Price for purposes of this Agreement.<\/p>\n

Section 6. Conditions to Purchase of Receivables.<\/em> <\/strong>\n<\/p>\n

6.1 Conditions to Purchases<\/u>. The purchase by Purchaser of any Eligible
\nReceivables identified to Purchaser on the date hereof, and of any additional
\nEligible Receivables on any Settlement Date thereafter, is subject to the
\nfulfillment, to the satisfaction of Purchaser, of each of the conditions
\nprecedent set forth below:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Purchaser shall have received a counterpart of this Agreement (and, if
\napplicable, a Supplement for each Company in addition to Tech Data) which shall
\nbe in form and substance satisfactory to Purchaser, and shall be duly executed
\nby each Company and the other parties thereto;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Purchaser shall have received each original Guaranty required by the
\nPurchaser;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Purchaser shall have received satisfactory results of such UCC, judgment,
\npending litigation and tax lien searches as Purchaser shall deem necessary or
\nappropriate, together with any such releases and terminations (or authorizations
\nto file such releases and terminations) with respect to any matters of record as
\nit shall have requested;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Purchaser shall have received (i) a Control Agreement with respect to the
\nPurchaser Deposit Account, duly executed by Tech Data, the bank at which such
\naccount has been established and Purchaser, (ii) a Control Agreement with
\nrespect to the Purchaser Proceeds Investment Account, duly executed by Tech
\nData, Purchaser, and the bank or other financial institution at which such
\naccount has been established, and (iii) a Control Agreement with respect to any
\nother deposit account or investment account of a Company which shall thereafter
\nbecome a Purchaser Deposit Account or a Purchaser Proceeds Investment Account,
\nduly executed by such Company, the bank or other financial institution with
\nwhich such account is maintained and Purchaser, each of which shall be in form
\nand substance satisfactory to Purchaser;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Purchaser shall have received evidence satisfactory to it that written notice
\nhas been sent, or is being sent simultaneously therewith, to each Obligor
\nnotifying such Obligor of the purchase hereunder of the Purchased Receivables
\nand directing each such Obligor to make payment by separate ACH entry or other
\nmeans of electronic funds transfer directly to the Purchaser Deposit Account;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

Purchaser shall have received a certificate from the Secretary of State of
\nthe State of Florida certifying that Tech Data is validly existing and in good
\nstanding in the State of Florida;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

Purchaser shall have received certificates from the state of incorporation or
\nformation from each Company, other than Tech Data, which is a party hereto and
\nfrom each state in which such Company is qualified to do business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

Purchaser shall have received certificates from the secretary or assistant
\nsecretary of each Company, certifying such Company153s respective organizational
\ndocuments, resolutions or other organizational authorizations, and certifying as
\nto the incumbency and signatures of its respective officers or other signatories
\nauthorized to sign on behalf of such Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(9)<\/p>\n<\/td>\n

\n

Each Company shall have furnished to Purchaser copies of such governmental or
\nthird party approvals or consents necessary to the execution of this Agreement
\nand the performance by each Company hereunder;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(10)<\/p>\n<\/td>\n

\n

Purchaser shall have received favorable opinions of counsel for the Company,
\nin form and substance satisfactory to Purchaser, including an opinion covering
\ncorporate and other matters with respect to Tech Data and the Transactions under
\nFlorida and U.S. law and an opinion covering other matters with respect to each
\nother Company under the law of the state of formation and U.S. law for such
\nother Company, in each case as Purchaser may request;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(11)<\/p>\n<\/td>\n

\n

Purchaser shall have received a certificate from Tech Data153s chief executive
\nofficer, chief financial officer, or treasurer certifying that all closing
\nconditions shall have been satisfied;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(12)<\/p>\n<\/td>\n

\n

No material adverse change shall have occurred in the financial condition,
\noperations, business, prospects or properties of any Company since January 31,
\n2009 as reflected in Tech Data153s audited annual financial statements as at such
\ndate and for the period then ending;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(13)<\/p>\n<\/td>\n

\n

Purchaser shall have received payment of all of its reasonable out-of-pocket
\ncosts and expenses related to the negotiation, preparation, execution and
\ndelivery of this Agreement, including but not limited to reasonable fees and
\nexpenses of legal counsel for Purchaser, sales taxes, intangibles taxes,
\ndocumentary stamp taxes, records examination costs, and recording costs; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(14)<\/p>\n<\/td>\n

\n

Each of the representations and warranties set forth in the Agreement shall
\nbe true on and as of date of each such purchase as though made on and as of such
\ndate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6.2 Additional Conditions to Each Subsequent Purchase<\/u>. The purchase by
\nPurchaser of Eligible Receivables after the date hereof is subject to the
\nfulfillment, to the satisfaction of Purchaser, of each of the additional
\nconditions precedent set forth below:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The aging percent current plus 1 to 30 days past due must be above 80% for
\nall Companies collectively; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The Dilution rate shall be less than or equal to six percent (6.0%) for all
\nCompanies collectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6.3 Uncommitted Arrangement<\/u>. Each of Tech Data and each Company
\nacknowledges that this is an uncommitted arrangement, that neither Tech Data nor
\nany Company is required to pay a commitment fee or comparable fee to Purchaser,
\nand that Purchaser has no obligation to purchase receivables from Tech Data or
\nany Company, even if the conditions set forth in this Article 6 are satisfied.
\nIf Purchaser shall decline a request from Tech Data or any Company to purchase
\nreceivables on the terms set forth in this Agreement, Purchaser may : but shall
\nnot be obligated to : propose alternate terms and conditions (including pricing
\nterms) under which Purchaser would purchase the proffered receivables.
\nSpecifically and without limiting the terms of this Section, payment by Tech
\nData of the Program Fee and of any other fees referred to in this Agreement
\nshall not cause or result in an obligation on the part of Purchaser to purchase
\nany receivables subsequently offered by Tech Data or any Company.<\/p>\n

Section 7.<\/strong> Warranties.<\/em><\/strong> At each
\ntime a Receivables List is delivered to Purchaser or on each Purchase Date, and
\nat each time Purchaser pays the Purchase Price for any Receivables, each of Tech
\nData and the other Companies warrants, and shall be deemed to warrant, to
\nPurchaser, and upon which Purchaser shall be entitled to rely strictly as a
\nmaterial inducement to purchase the Receivables and to enter into this
\nAgreement, and all of which shall survive the termination of this Agreement
\nalong with the indemnification provisions provided hereunder, as follows:<\/p>\n

7.1 Authorization<\/u>. Each Company has all power and authority to execute
\nand deliver this Agreement, to perform fully its obligations hereunder, and to
\nconsummate the Transactions. This Agreement constitutes a legal, valid and
\nbinding obligation of each Company enforceable in accordance with its terms,
\nsubject to the Bankruptcy Exception as to enforceability.<\/p>\n

7.2 Purchased Receivables.<\/u> The information in the Receivables List and
\notherwise provided to Purchaser in accordance with the procedures described in
\nSection 3<\/u> is true and accurate, and, as supplemented from time to time,
\nidentifies and sets forth accurate and complete financial information with
\nrespect to each of the Receivables to be purchased as of the Purchase Date. All
\nnames, account numbers, addresses, phone numbers, key contact information and
\nother non-financial information in the Receivables List or in any written or
\nelectronic format previously approved by Purchaser that is delivered to
\nPurchaser on its behalf will be true, complete and correct in all respects as of
\nthe applicable Purchase Date as relates to each such Receivable and the
\napplicable Obligor. The true and correct amount of the principal indebtedness,
\nexcluding any late charges or late fees, lawfully owing under each of such
\nReceivables as of the Purchase Date is set forth in the Receivables List and in
\nsuch other information and said amount represents the balance that is lawfully
\nowing under such Receivable, net of any credits or returns owing to such Obligor
\nor any late charges or late fees. Each Purchased Receivable has a positive
\nbalance as of the Purchase Date. No Purchased Receivable has been settled or
\ndischarged in bankruptcy or otherwise. No Purchased Receivable shall represent
\nor include any interest charges, late fees or late charges.<\/p>\n

\n

7.3 Title to the Purchased Receivables<\/u>. There has been no prior sale,
\nassignment or transfer of any rights or interest in any of the Receivables to be
\npurchased as of such Purchase Date or other Purchased Assets related thereto.
\nEach Company is the sole owner and has good, valid, complete and freely
\nmarketable title in and to the Receivables and Purchased Assets related thereto
\n(including, but not limited to, the related obligations thereunder) which are
\npurchased from it by Purchaser, and none of such Receivables or Purchased Assets
\nare subject to any Lien, other than the rights and interests of Purchaser
\npursuant to this Agreement. The execution and delivery of this Agreement is
\nsufficient to transfer all rights, title and interests in and to such
\nReceivables and other Purchased Assets related thereto (and the related
\nobligations thereunder), and as of such Purchase Date, the Purchaser will be
\nvested with good, valid and freely assignable and marketable title in and to
\nsuch Receivables and Purchased Assets related thereto (including the related
\nobligations), free and clear of any Liens. Each Company has full right and
\nauthority to sell and assign each of such Receivables and other Purchased Assets
\nto Purchaser pursuant to this Agreement, without the approval or consent of any
\nObligor or other Person.<\/p>\n

7.4 Enforceability<\/u>. For each Receivable to be purchased as of such
\nPurchase Date, the Obligor on such Receivable (i) shall have accepted the Goods,
\nor (ii) shall be deemed to have accepted the obligation to pay for the Goods
\ninvoiced to such Obligor and shipped to such Obligor or to such Obligor153s
\ncustomers pursuant to the terms of any applicable purchase and distribution
\nagreement. Each such Receivable and the transactions in connection with which it
\nwas created comply with all of the terms and conditions of any agreement between
\nthe selling Company and such Obligor. Each such Receivable and related Purchased
\nAssets (and the obligations and balances owing thereunder) are the legal, valid
\nand binding obligations of each Obligor and any surety, guarantor or other
\nthird-party credit support provider thereunder, are absolute and unconditional,
\narose out of a bona fide credit and business transaction entered into in the
\nordinary course of the business of such Company, and are duly enforceable by
\nsuch Company, and as of the Purchase Date will be duly enforceable by Purchaser,
\nin accordance with the terms of the related documents, and is not subject to any
\nsetoffs, adjustments, rescission, claims or counterclaims, except only as
\nenforcement may be limited by a Commercial Dispute or the Bankruptcy Exception.
\nThere are no other agreements or understandings between any Company and any such
\nObligor or related surety, guarantor or other third-party credit support
\nprovider with respect to any of the Receivables to be purchased as of such
\nPurchase Date (and the related obligations) except as set forth in the Purchased
\nAssets related thereto. None of the obligations under any of such Receivables
\nrelates to any credit insurance, insurance or extended warranty programs.<\/p>\n

7.5 Receivables<\/u>. Each Receivable to be purchased by Purchaser as of
\nsuch Purchase Date constitutes an Eligible Receivable as of such Purchase Date.\n<\/p>\n

7.6 Compliance with Law<\/u>. As relates to the Receivables to be purchased
\nas of the Purchase Date, each Company has entered into sale transactions,
\nextended and denied credit, created such Receivables and other Purchased Assets
\nrelated thereto, and managed and used such Receivables and other Purchased
\nAssets, in accordance with all applicable Laws. Each of the documents relating
\nto such Receivables, in all particulars, and any acts or omissions relating to
\nsuch Receivables, including, but not limited to, any credit approvals,
\nrejections or counteroffers, disclosures, extensions of credit, application of
\npayments, assessment and billing of indebtedness, charges or fees, account
\nadministration, collections, communications, billings, invoices, statements,
\nnotices and all other acts by each Company, with respect to such Receivables,
\nis, and has been at all times, in compliance with all such applicable laws,
\nrules and regulations.<\/p>\n

7.7 Disclosure<\/u>. Each Company has disclosed to Purchaser all facts or
\ndocuments relating to the Receivables to be purchased as of the Purchase Date,
\nand the other Purchased Assets related thereto that are material thereto. No
\nrepresentation or warranty made by any Company as provided in this Agreement, or
\nany certificates, statements, reports or other documents or information
\nfurnished or to be furnished to Purchaser pursuant hereto, contains or will
\ncontain any untrue statement of a material fact or omits or will omit to state
\nany material fact required to be stated to make the statements herein or therein
\nnot misleading in the light of the circumstances in which they are made. There
\nare no facts known to any Company that have not been disclosed to Purchaser that
\nmay materially affect the enforceability or collectibility of such Receivables.
\nNo due diligence or investigation by or on behalf of Purchaser, or information
\nknown or imputed to Purchaser, shall in any way amend, reduce, discharge or
\nalter any of the warranties, representations or indemnities of any Company in
\nthis Agreement or diminish, reduce, release or waive any of the rights, remedies
\nor damages afforded to Purchaser.<\/p>\n

\n

7.8 Financial Statements<\/u>. All financial statements and other factual
\ninformation furnished to Purchaser by each Company are true and correct and do
\nnot fail to disclose any fact necessary to make such statements or information
\nnot misleading in any respect.<\/p>\n

7.9 Litigation<\/u>. As of the Purchase Date for any given Receivable,
\nthere is no Action pending or threatened against any Company relating to such
\nReceivable to be purchased as of the Purchase Date, or the other Purchased
\nAssets related thereto, or any collection, enforcement or use of the foregoing,
\nand each Company does not know, or have reason to be aware, of any basis for the
\nsame. As of any date after the Purchase Date for any given Purchased Receivable,
\nthere is no Action pending or threatened against any Company relating to such
\nPurchased Receivable or the other Purchased Assets related thereto or any
\ncollection, enforcement or use of the foregoing (other than Commercial Disputes
\narising in the ordinary course of business which alone or in the aggregate do
\nnot constitute a material portion of the Receivables), and each Company does not
\nknow, or have reason to be aware, of any basis for the same. No judgments,
\ncitations, fines or penalties have been entered, asserted or assessed against
\nany Company with respect to such Receivables or other Purchased Assets related
\nthereto. None of the Obligors or related sureties, guarantors or other
\nthird-party credit support providers have filed for protection, or been made the
\nsubject of, any voluntary or involuntary petition or filing for protection under
\nthe laws of bankruptcy, receivership or insolvency.<\/p>\n

7.10 Absence of Default<\/u>. No Event of Default has occurred under the
\nCredit Agreement.<\/p>\n

7.11 Advice of Counsel and Accountants<\/u>. Each Company has sought legal,
\naccounting and tax advice, independent of Purchaser, regarding the nature of the
\nTransactions and has not relied on any statement, writing, behavior, omission,
\nor other action by Purchaser, or legal counsel for Purchaser, in its evaluation
\nof this Agreement, including, but not limited to, the tax or accounting
\ntreatment for any of the Transactions.<\/p>\n

7.12 SPV Receivables Purchase Agreement<\/u>. Tech Data has previously
\ndesignated each Obligor with respect to the Purchased Receivables as to which
\nsuch Obligor is liable, pursuant to Section 2.1(a) of the SPV Receivables
\nPurchase Agreement, so as to exclude such Purchased Receivables from the
\n“Receivables” being sold and transferred by Tech Data to SPV pursuant to the SPV
\nReceivables Purchase Agreement. Each such designation remains in full force and
\neffect and no notice has been given by Tech Data to make such designation
\nnon-effective, except as may otherwise be expressly agreed in writing after the
\ndate hereof by Purchaser.<\/p>\n

Section 8. Covenants.<\/em> <\/strong><\/p>\n

8.1 Liability for Transfer Taxes<\/u>. Each Company shall be responsible
\nfor the timely payment of, and shall indemnify and hold harmless Purchaser
\nagainst, all sales, use, value added, documentary, stamp, gross receipts,
\nregistration, transfer, conveyance, license and other similar taxes, assessments
\nand fees, arising out of or attributable to the Transactions; provided<\/u>,
\nhowever<\/u>, that Purchaser shall be responsible for payment of its own state
\nand federal income taxes and franchise taxes that are in the nature of income
\ntaxes.<\/p>\n

8.2 Deliverables<\/u>. At or before the date of this Agreement, each
\nCompany shall deliver to Purchaser (i) executed acknowledgements and consents
\nfrom any Persons purporting to hold any interests in the Receivables of such
\nCompany, in form and substance satisfactory to Purchaser, together with
\nterminations, or partial releases and authorizations for the filing of such
\ndocuments in respect of any such interests, and (ii) such certificates and
\nopinions of counsel as Purchaser may reasonably require with respect to such
\nCompany, the due authorization, execution, delivery, validity and enforceability
\nof this Agreement and related documents, and the Transactions. Thereafter, each
\nCompany shall execute and deliver such additional instruments, documents,
\nconveyances or assurances and take such other actions as shall be necessary, or
\notherwise requested by Purchaser to render effective the consummation of the
\nTransactions, and to protect Purchaser153s interest in all Receivables.<\/p>\n

8.3 Grant of Precautionary Security Interest; UCC Filing<\/u>. The parties
\nintend that the Transactions shall constitute a purchase and sale of the
\nPurchased Receivables and other Purchased Assets as provided above for all
\npurposes, and not lending transactions, and Purchaser is hereby authorized to
\nfile such UCC financing statements or comparable statements as it determines to
\nbe necessary or appropriate in order to perfect its rights, title and interests
\ntherein. Notwithstanding the foregoing, if for any reason the Transactions are
\ndeemed not to constitute<\/p>\n

\n

such a purchase and sale transaction, then each Company intends to and does
\nhereby grant to Purchaser a continuing first priority security interest in and
\nto Purchaser153s interests in the following: (A) all Purchased Receivables and
\nobligations of any kind arising thereunder from and after the Purchase Date
\nthereof; (B) all other Purchased Assets; (C) all Purchaser Deposit Accounts and
\nall Purchaser Proceeds Investment Accounts, and all deposits, funds, financial
\nassets, and investment property deposited to, held in or credited thereto; and
\n(D) all proceeds of the foregoing. In addition, each Company hereby grants to
\nPurchaser a continuing first priority security interest in and to such Company153s
\ninterest in and to all Receivables on which any Obligor is the account debtor,
\nwhether or not such Receivables are Purchased Receivables or Purchased Assets;
\nprovided<\/u>, however<\/u>, that Purchaser shall release its interest in
\nany Receivables of an Obligor which becomes a Removed Obligor in accordance with
\nSection 16<\/u> hereof and shall file such releases in respect of UCC
\nfinancing statements as may be necessary to evidence such release. The
\nobligations secured by such precautionary grant of a security interest and by
\nsuch other grant of a security interest shall be all of the obligations
\nwhatsoever owing or deemed, after such recharacterization, to be owing by each
\nCompany to Purchaser whether now existing or hereafter created or acquired, and
\narising under or in connection with this Agreement or the transactions described
\nherein or contemplated hereby, but shall not include obligations owed by any
\nCompany to Purchaser under the Credit Agreement and no proceeds of any
\nReceivable shall be applied to repay any obligation of any Company to Purchaser
\nunder the Credit Agreement. Each Company agrees to cooperate fully with
\nPurchaser as Purchaser may reasonably request in order to give effect to and to
\nmaintain the first priority status of the security interest granted by this
\nSection 8.3<\/u>, including, without limitation, obtaining any and all lien
\nterminations and releases and UCC financing statement terminations and releases
\n(containing terms acceptable to Purchaser) necessary to provide Purchaser with
\nfirst lien priority with respect to Purchaser153s interest in and to the subject
\nReceivables from and after the Closing Date. Each Company hereby authorizes
\nPurchaser to file any UCC financing statements it deems necessary or appropriate
\nin order to perfect the interest of Purchaser in respect of the Purchased
\nReceivables and other Purchased Assets and all proceeds thereof. Each Company
\nagrees to take or refrain from taking, as the case may be, any and all actions
\nas may be necessary to preserve the continuing interests in favor of Purchaser
\nconveyed and granted hereunder. Each Company agrees to provide Purchaser with a
\nduly executed Control Agreement with respect to the Purchaser Deposit Account
\nand agrees to direct each Obligor to make all payments on each of the
\nReceivables owed by it either to Purchaser or to the Purchaser Deposit Account
\nfor which a Control Agreement is in effect. Each Company agrees to provide
\nPurchaser with prior written notice of any proposed change in (i) its
\njurisdiction of incorporation or its chief executive office or principal place
\nof business, (ii) its corporate name, (iii) any dissolution, merger,
\nconsolidation or other corporate reorganization, or (iv) the Purchaser Deposit
\nAccount and the Purchaser Proceeds Investment Account; provided<\/u>,
\nhowever<\/u>, that no such change shall be effected before such Company has
\nsupplied Purchaser with all requested diligence items such as searches and
\nsigned copies of all releases, authorizations for filings and other documents
\nand actions as Purchaser may reasonably determine to be necessary or appropriate
\nto preserve and maintain at all times the perfection and priority of the rights,
\ntitle and interests granted or purported to be granted to Purchaser hereunder.
\nEach Company hereby grants to Purchaser a limited power of attorney, coupled
\nwith an interest, for the purpose of endorsing in the name of such Company any
\ninstruments or checks received by Purchaser with respect to Purchased
\nReceivables and made payable to such Company.<\/p>\n

8.4 Servicing and Setoff.<\/u> For every Purchased Receivable, except as
\notherwise effected in connection with resolution of any Commercial Dispute
\npursuant to Section 5.2<\/u> and Section 5.3<\/u>, no Company will, without
\nthe prior written consent of Purchaser, (a) permit any setoff, offset,
\ncounterclaim or right to a deduction or recoupment to arise at any time, (b)
\nassign, modify, pledge or deal with such Purchased Receivable except as
\nexpressly provided for in this Agreement, nor (c) grant any waiver, release or
\nother indulgence, except as in accordance with the Credit and Collection
\nPolicies and Procedures to be applied by the Servicer (which procedures have
\nbeen delivered and certified to Purchaser as of the date hereof) and agreed to
\nby the parties. If any Company intends to enter into any contractual arrangement
\nwith any Obligor, other than with respect to the sale of Goods by such Company
\nto such Obligor, or if any Obligor asserts, or has grounds to assert, any claim
\nagainst any Company for any matter unrelated to the sale of Goods by such
\nCompany, such Company shall immediately notify Purchaser in writing of such
\nmatters, giving such detail as Purchaser may request.<\/p>\n

8.5 Sale.<\/u> Each Company shall properly and accurately reflect the sale
\nof the Purchased Receivables and other Purchased Assets and the sale and
\ntransfer of their ownership to Purchaser in such Company153s Books and Records.\n<\/p>\n

\n

8.6 Sales Report<\/u>. Each Company, or Tech Data acting on behalf of such
\nCompany, shall deliver to Purchaser a report (“Sales Report<\/u>“), at least
\none Business Day prior to each Settlement Date (and at such other times as may
\nbe requested by Purchaser), describing new credit sales to the Obligors,
\ncollections with respect to Receivables, and Dilution with respect to
\nReceivables (with sufficient detail to permit Purchaser to monitor and assess
\nactual Dilution against historic and projected levels as determined by
\nPurchaser), and such other information as Purchaser may reasonably request to be
\nincluded in the Sales Report, all in such form and with such detail as approved
\nby Purchaser.<\/p>\n

8.7 Expenses and Fees<\/u>. Tech Data shall pay all reasonable
\nout-of-pocket costs and expenses of Purchaser in connection with any amendment
\nor waiver with respect hereto which is requested by Tech Data or by any other
\nCompany and shall pay all costs of collection, including reasonable attorneys153
\nfees, in connection with the enforcement by Purchaser of the obligations of any
\nCompany hereunder.<\/p>\n

8.8 Financial Reporting Requirements<\/u>. Tech Data shall deliver to
\nPurchaser copies of the financial statements described in, and at the times
\nrequired under, the provisions of Article VII of the Credit Agreement, or under
\nany successor provisions of the Credit Agreement (as amended or replaced) with
\nrespect of reporting of financial statements and other financial information. If
\nthe Credit Agreement is terminated and no replacement Credit Agreement is
\nentered into, then Tech Data shall thereafter provide such copies of financial
\nstatements and other financial information as would have been required under the
\nCredit Agreement as in effect immediately prior to such termination. All such
\nfinancial statements shall be certified as to accuracy and completeness and
\nconformity to generally accepted accounting principles by Tech Data153s chief
\nexecutive officer, chief financial officer, controller or treasurer.<\/p>\n

8.9 Other Reporting Requirements<\/u>. Tech Data shall notify Purchaser
\nimmediately upon the occurrence of any of the following:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The revocation, cancellation or other termination or expiration, or purported
\nrevocation, cancellation or other termination or expiration, of any Guaranty
\nrequired by the Purchaser to be in effect with respect to any Eligible
\nReceivables;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

With respect to any Guaranty required by the Purchaser to be in effect with
\nrespect to any Eligible Receivables, the occurrence of any modification,
\nexpiration, termination, or replacement of any contract, agreement or other
\narrangement, or any other action or event, that has the effect of making such
\nGuaranty inapplicable or ineffective with respect to such Receivables; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

The occurrence of any “Default” or “Event of Default” as defined in the
\nCredit Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8.10 SPV Receivables Purchase Agreement<\/u>. Tech Data shall not give any
\nnotice or take any other action to render non-effective any designation,
\npursuant to Section 2.1(a) of the SPV Receivables Purchase Agreement, previously
\nmade by it to have the Purchased Receivables of any Obligor excluded from the
\n“Receivables” being sold and transferred by Tech Data to SPV pursuant to the SPV
\nReceivables Purchase Agreement, except as may otherwise be expressly agreed in
\nwriting after the date hereof by Purchaser.<\/p>\n

Section 9. Indemnification.<\/em> <\/strong><\/p>\n

Each Company agrees to indemnify and hold harmless Purchaser Indemnitee from
\nany losses, damages, claims or complaints incurred by Purchaser Indemnitees
\n(including reasonable attorneys153 fees and expenses of Purchaser Indemnitees) to
\nthe extent of and arising out of third party claims or actions due to: (i) any
\nCompany153s breach of any representations or warranties in this Agreement or its
\nfailure to comply with this Agreement; (ii) any wrongful acts or omissions by
\nany Company or such Company153s affiliates with respect to the Purchased
\nReceivables or other Purchased Assets; (iii) any Company153s negligence, unlawful
\nconduct, or willful misconduct with respect to the Purchased Receivables or
\nother Purchased Assets; (iv) the death or injury to any Person or the loss,
\ndestruction or damage to any property arising out of the design, manufacture,
\ndistribution or furnishing by any Company of any<\/p>\n

\n

goods or services, or related warranties or services, that were the subject
\nof the Purchased Receivables; (v) with respect to any Purchased Receivables or
\nother Purchased Assets, any claim or complaint of a third party that any Company
\nhas breached any contract with such party or violated any laws or equitable
\nprinciples, or otherwise with respect to Purchaser153s execution, delivery or
\nperformance of this Agreement. Notwithstanding the foregoing, no such
\nindemnification shall apply with respect to Purchaser Indemnitee to the extent
\nthat any such losses, damages, claims or complaints are the result of the gross
\nnegligence or willful misconduct of Purchaser Indemnitee. Each Company agrees to
\npay all reasonable costs and expenses of Purchaser (including reasonable
\nattorneys153 fees and expenses) incurred in connection with the enforcement of
\nthis Agreement against any Company (including in any bankruptcy or insolvency
\nproceedings) and any applicable sales taxes, intangibles taxes, documentary
\nstamp taxes and recording costs in respect of the Transactions.<\/p>\n

Section 10. [Reserved]<\/em> <\/strong><\/p>\n

Section 11. Servicing and Management of Purchased
\nReceivables.<\/em> <\/strong><\/p>\n

11.1 Subject to Section 11.3 below, Tech Data (when acting in such capacity,
\nherein referred to as “Servicer<\/u>“) shall act as “Servicer” hereunder and
\nshall service the Purchased Receivables purchased by Purchaser hereunder. The
\nservicing of such Purchased Receivables shall include, but not be limited to:
\n(1) managing the collection of the Purchased Receivables and undertaking all
\naction or all legal or other proceedings to enforce payment, (2) taking all
\nactions necessary to request or demand that the Obligors pay Purchased
\nReceivables if such Purchased Receivables are due and payable; and (3)
\nadministering, servicing and managing the collection and servicing of the
\nPurchased Receivables (including the identification and application of payments
\nreceived or collected by Servicer in respect of particular Receivables) in the
\nordinary course of business with at least the same standard of care and
\nprocedures as Tech Data uses in the servicing and management of Receivables
\nowned by Tech Data.<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The Servicer shall implement and comply in all respects with the Credit and
\nCollection Policies and Procedures and shall perform all obligations described
\nherein, including without limitation, those obligations described in Section
\n4.3<\/u> and Section 5.2<\/u> hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

The Servicer shall administer, service and manage the collection and
\nservicing of the Purchased Receivables in the ordinary course of its business in
\ncompliance with all applicable laws, rules and regulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

The Servicer shall arrange to have all payments from each Obligor sent by
\nseparate ACH entry directly to the Purchaser Deposit Account and shall not
\npermit any payments other than payments on Purchased Receivables or other
\nReceivables in which Purchaser have a security interest, to be included in any
\nsuch ACH entry or to be deposited into the Purchaser Deposit Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Tech Data shall be responsible for all of the fees, costs and expenses
\nincurred in connection with the management and collection of the Purchased
\nReceivables, including, without limitation, the costs for litigation to resolve
\nCommercial Disputes, but shall not be responsible for such fees, costs, or
\nexpenses where non-payment of Purchased Receivables is due solely to Financial
\nInability to Pay. Tech Data shall obtain or cause to be obtained all licenses,
\npermits and regulatory approvals necessary to collect the Purchased Receivables
\nand otherwise comply with all applicable laws, rules and regulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

The Servicer agrees that, except as historically applied in the normal,
\ncustomary and ordinary course of its business with respect to the collection of
\nits own Receivables (and which standard of practice shall at least constitute
\nthe average level of collection practices of its industry), it will not adjust,
\nsettle, or compromise the amount due under any Purchased Receivables purchased
\nby Purchaser pursuant to this Agreement without the prior written consent of
\nPurchaser.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

Upon request by Purchaser, Servicer shall provide information identifying the
\nparticular Purchased Receivables to which amounts collected in respect of the
\nPurchased Receivables and other Purchased Assets are attributable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11.2 In partial consideration for its performance of its duties as Servicer,
\nPurchaser shall assign to Tech Data, and Tech Data shall be entitled to receive
\nand retain, all amounts from time to time paid by the bank where the Purchaser
\nDeposit Account is maintained as interest or other investment return on the
\nfunds from time to time held in the Purchaser Deposit Account. Tech Data agrees
\nthat it will report all such amounts as its income and be responsible for paying
\nall income and other taxes in respect thereof. Amounts shall be payable monthly
\nto Tech Data upon receipt and review by Purchaser and Tech Data of the
\napplicable periodic statements for the Purchaser Deposit Account following the
\nactual crediting of such amounts to the Purchaser Deposit Account.<\/p>\n

11.3 Purchaser may, but shall not be obligated to, remove Tech Data as
\nServicer and\/or direct the Obligors to make payments with respect to Receivables
\ndirectly to the Purchaser Deposit Account (or as otherwise directed by
\nPurchaser) if (i) the Purchaser has given Tech Data at least 30 days prior
\nwritten notice that Purchaser has made a good faith determination that Tech Data
\nis unable to perform its duties as Servicer or is not adequately performing such
\nduties, (ii) amounts payable by the Obligors with respect to any Purchased
\nReceivables have not been received by Purchaser within seventy (70) days after
\nthe Purchase Date for such Purchased Receivables (other than amounts in respect
\nof a Receivable which is repurchased by any Company pursuant to Section 5.3 or
\n5.6), or (iii) Purchaser shall determine in its reasonable discretion that
\nPurchaser153s funds are not adequately protected or secure in the possession of
\nTech Data. Purchaser shall contemporaneously provide to Tech Data a copy of any
\nsuch direction given to any Obligor. Prior to such direction, the Obligors may
\ncontinue to make all payments with respect to Purchased Receivables to Tech
\nData.<\/p>\n

Section 12.<\/strong> Final Payment;
\nRelease.<\/em><\/strong> Upon written request from any Company and final payment
\nof all amounts due to Purchaser from all Obligors and each Company, Purchaser
\nwill (i) release its UCC financing statements with respect to its ownership
\ninterest and precautionary security interest in the Purchased Receivables and
\nwith respect to its security interest in any other Receivables, (ii) terminate
\nany Control Agreement to which it is a party with respect to the Purchaser
\nDeposit Account or the Purchaser Proceeds Investment Account into which proceeds
\nof Receivables have been deposited or are held, and (iii) return to Tech Data,
\nfor the account of Tech Data and each other Company, or will deliver to any
\nother Person entitled thereto, any proceeds of any Receivables, other than
\nPurchased Receivables, in its possession.<\/p>\n

Section 13.<\/strong> Confidentiality.<\/em><\/strong> In
\nperforming its obligations pursuant to this Agreement, each party may receive
\nfrom the other or have access to certain Confidential Information. All parties
\nagree that they will reveal such Confidential Information only to those of their
\ndirectors, officers, or employees (and the directors, officers or employees of
\nany of their Affiliates) with a need to know or who are engaged in the
\ndevelopment or maintenance of the program under this Agreement. Each party
\nagrees not to disclose Confidential Information to any third party, except as
\nmay be necessary for that party to perform its obligations pursuant to this
\nAgreement, including but not limited to disclosure of Confidential Information
\nto such party153s legal counsel, accountants, and financial advisors and except to
\nany credit rating agency on a confidential basis or as may be agreed to by the
\nparties or as required by law or compelled by judicial process. If any party
\nshould disclose Confidential Information to a third party, such disclosing party
\nshall cause said third party to agree to the confidentiality provisions set
\nforth in this Section 13<\/u>, unless, after the giving of reasonable prior
\nwritten notice, as otherwise required or compelled by law, court order or
\njudicial process. This Section 13<\/u> shall survive the termination of this
\nAgreement for a period of three (3) years.<\/p>\n

Section 14.<\/strong> Company Guaranty.<\/em><\/strong> In
\nconsideration of the benefit, directly and indirectly, to each Company
\nhereunder, each Company hereby guaranties to Purchaser the full and timely
\npayment of, and shall be jointly and severally liable for, the obligations of
\neach other Company hereunder, whether or not it, or one of the other Companies,
\nis the originator of a given Receivable with respect to which such obligations
\nhave arisen, and shall include without limitation, interest accruing or that
\nwould have accrued thereon after the filing of a petition in bankruptcy or other
\ninsolvency proceeding. The obligations of each Company under its respective
\nCompany<\/p>\n

\n

Guaranty in this Section 14<\/u> shall be unconditional and absolute,
\nenforceable against each such Company to the full extent of its properties and
\nassets, irrespective of the validity, regularity or enforceability of this
\nAgreement, and without limiting the generality of the foregoing, shall not be
\nreleased, discharged or otherwise affected by, and each Company hereby consents
\nto, the taking, or failure to take, of each of the following actions by
\nPurchaser; and waives notice of any thereof: (i) acceptance of its guaranty
\nobligations with respect to obligations of the other Companies hereunder, (ii)
\nany purchase of any Receivables under this Agreement, (iii) demand for payment,
\nwaiver of any default or any other term or condition of this Company Guaranty or
\nthis Agreement, any extension, acceptance of payment or partial payment,
\nrenewal, settlement, or compromise, (iv) any amendment, modification or
\nsupplement to this Agreement or any document or agreement related to this
\nAgreement, the Purchased Receivables, the Transactions, or any document or
\nagreement relating thereto; (v) release of any Company or any Guarantor, release
\nof any security, nonperfection or invalidity of any direct or indirect security
\nfor any obligation guarantied hereunder, (vi) the invalidity or unenforceability
\nrelating to any obligation of any other Company guarantied hereunder, and (vii)
\nany other waiver, consent or other action or inaction or circumstance which
\nmight, but for the provisions of this Section, constitute a legal or equitable
\ndischarge of any Company153s obligations hereunder. If at any time any payment on
\nthe obligations guarantied hereby is rescinded or must be otherwise restored or
\nreturned upon the insolvency or bankruptcy of a Company, each other Company153s
\nobligations hereunder with respect to such payment shall be reinstated as though
\nsuch payment had been due but not made at such time. Each Company represents
\nthat it is familiar with the financial condition of each of the other Companies
\nand covenants that it will keep itself so informed. Each Company hereby agrees
\nthat it will not enforce any right of contribution or subrogation against any
\nother Company until all obligations of all of the Companies hereunder are fully
\nsatisfied and paid in full. Each Company hereby consents to the addition of any
\nother Company pursuant to the terms of Section 15<\/u> hereof from time to
\ntime and consents to the removal of any Obligors pursuant to the terms of
\nSection 16<\/u> hereof from time to time. Notwithstanding any provision of
\nthis Company Guaranty to the contrary, it is intended that this Company Guaranty
\nnot constitute a “fraudulent conveyance” under any applicable insolvency laws
\nand it shall be valid and enforceable only to the maximum extent that would not
\ncause this Company Guaranty, or any Lien securing this Company Guaranty, to
\nconstitute a “fraudulent conveyance” and this Company Guaranty shall
\nautomatically be deemed to have been amended with respect to each affected
\nCompany accordingly at all relevant times.<\/p>\n

Section 15.<\/strong> Additional Companies.<\/em><\/strong>
\nFrom time to time Tech Data may request that an additional subsidiary be
\npermitted to become a Company hereunder and such subsidiary shall become a
\nCompany hereunder upon satisfaction of each of the following conditions: (i)
\nsuch subsidiary shall (a) be a wholly-owned subsidiary of Tech Data and shall be
\nengaged only in the business in which Tech Data is engaged as of the date
\nhereof, (b) be organized under the laws of a state of the United States of
\nAmerica, (c) be in good standing in the state of its formation and in each other
\njurisdiction in which it is required to be qualified to do business, (d) be the
\nowner of each of its Receivables, free and clear of all liens and encumbrances
\nof any nature whatsoever, (e) be solvent, (f) not be subject to any material
\nActions, (g) be in compliance with all laws, (h) have the power and authority to
\nenter into this Agreement and perform its obligations hereunder without
\nrestriction and without any conflict with any agreement or law applicable to it,
\n(i) be in compliance with each of its material agreements both before and after
\nbecoming a Company hereunder, and (j) provide Purchaser with its most recent
\nfinancial statements and have had no material adverse change in its financial
\ncondition, operations, business, prospects or properties since the date of such
\nstatements; (ii) such subsidiary shall certify each of the foregoing items (a)
\nthrough (j) to Purchaser and shall provide such information and copies of
\ndocuments as Purchaser shall require in connection with each of the foregoing;
\n(iii) such subsidiary shall duly authorize, execute and deliver a Supplement and
\nshall duly authorize, execute and deliver such other documents, agreements,
\ncertificates and opinions as to organizational matters, authority,
\nenforceability, and true sale as Purchaser shall require; and (iv) each of the
\nother conditions set forth in Section 6.1<\/u> shall have been met to the
\nsatisfaction of Purchaser. Upon execution and delivery of such items, including
\nsuch Supplement, such subsidiary shall become a Company hereunder with the same
\nforce and effect as if originally named as a Company herein. The execution and
\ndelivery of any Supplement adding an additional Company as a party to this
\nAgreement and the acceptance thereof by Purchaser shall not require the consent
\nof any other Company hereunder whether or not such additional Company meets each
\nof the foregoing requirements. The rights and obligations of each Company
\nhereunder shall remain in full force and effect notwithstanding the addition of
\nany new Company as a party to this Agreement, and each Company, together with
\neach such additional Company shall be and remain jointly and severally liable
\nhereunder for the obligations of all Companies.<\/p>\n

\n

Section 16.<\/strong> Removed Obligors.<\/em><\/strong> Any
\nObligor hereunder may be removed as an Obligor hereunder with respect to a given
\nCompany by letter agreement in the form of Exhibit B<\/u> (“Removal
\nLetter<\/u>“) and, upon the satisfaction of each of the following conditions,
\nshall become a “Removed Obligor<\/u>” hereunder: (i) Purchaser shall have
\nreceived a duly authorized and executed Removal Letter from each Company
\nrequesting that such Obligor be removed as an Obligor hereunder with respect to
\nsuch Company, (ii) all Purchased Receivables on which such Obligor is the
\naccount debtor and which were purchased from such Company shall have been repaid
\nin full, and (iii) no Default or Event of Default under, and as defined in, the
\nCredit Agreement shall have occurred and be continuing. Purchaser agrees to (i)
\nrelease any ongoing interest hereunder in other Receivables owing by a Removed
\nObligor, and (ii) release or reassign to the respective Company any Guaranty (or
\nthe applicable rights and interests thereunder) in respect of the Receivables of
\nsuch Removed Obligor.<\/p>\n

Section 17. Taxes and Other Claims.<\/em> <\/strong><\/p>\n

17.1 Payments Free of Taxes and Other Claims<\/u>. Any and all payments by
\nor on account of any obligation of any Company hereunder shall be made without
\ncondition or deduction for any counterclaim, defense, recoupment or setoff, and
\nwithout limiting the foregoing, shall be made free and clear of and without
\nreduction or withholding for any Indemnified Taxes (including any Other Taxes),
\nprovided<\/u> that if any Company should be required by applicable law to
\ndeduct any Indemnified Taxes (including any Other Taxes) from such payments,
\nthen (i) the sum payable hereunder shall be increased as necessary so that after
\nmaking all required deductions (including deductions applicable to additional
\nsums payable under this Section) Purchaser receives an amount equal to the sum
\nit would have received had no such deductions been made, (ii) the applicable
\nCompany shall make such deductions, and (iii) the applicable Company shall
\ntimely pay the full amount deducted to the relevant Governmental Authority in
\naccordance with applicable law.<\/p>\n

17.2 Payment of Other Taxes by the Companies<\/u>. Without limiting the
\nprovisions of Section 17.1<\/u> above, each Company shall timely pay any Other
\nTaxes to the relevant Governmental Authority in accordance with applicable law.\n<\/p>\n

17.3 Indemnification by Tech Data<\/u>. Tech Data shall indemnify the
\nPurchaser within ten (10) days after demand therefor, for the full amount of any
\nIndemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
\nimposed or asserted on or attributable to amounts payable under this Section)
\npaid by the Purchaser and any penalties, interest and reasonable expenses
\narising therefrom or with respect thereto, whether or not such Indemnified Taxes
\nor Other Taxes are correctly or legally imposed or asserted by the relevant
\nGovernmental Authority. A certificate as to the amount of such payment or
\nliability delivered to Tech Data by Purchaser, shall be conclusive absent
\nmanifest error.<\/p>\n

17.4 Evidence of Payment<\/u>. As soon as practicable after any payment of
\nIndemnified Taxes or Other Taxes by any Company to a Governmental Authority,
\nTech Data shall deliver to the Purchaser the original or a certified copy of a
\nreceipt issued by such Governmental Authority evidencing such payment, a copy of
\nthe return reporting such payment, or other evidence of such payment reasonable
\nsatisfactory to Purchaser.<\/p>\n

17.5 Status of Purchasers<\/u>. If the Purchaser is entitled to an
\nexemption from or reduction of withholding tax under the law of the jurisdiction
\nin which any Company is resident for tax purposes, or any treaty to which such
\njurisdiction is a party, with respect to payments hereunder, it shall deliver to
\nTech Data, at the time or times prescribed by applicable law or reasonably
\nrequested by Tech Data, such properly completed and executed documentation
\nprescribed by applicable law as will permit such payment to be made without
\nwithholding or at a reduced rate of withholding. In addition, the Purchaser, if
\nrequested by Tech Data, shall deliver such other documentation prescribed by
\napplicable law or reasonably requested by Tech Data as will enable Tech Data to
\ndetermine whether or not the Purchaser is subject to backup withholding or
\ninformation reporting requirements.<\/p>\n

17.6 Treatment of Certain Refunds<\/u>. If Purchaser determines that it has
\nreceived a refund of any Taxes or Other Taxes as to which it has been
\nindemnified by Tech Data or with respect to which Tech Data has paid additional
\namounts pursuant to this Section, it shall pay to Tech Data an amount equal to
\nsuch refund (but only to the extent of indemnity payments made, or additional
\namounts paid, by Tech Data under this Section with respect to the Taxes or Other
\nTaxes giving rise to such refund), net of all out-of-pocket expenses of
\nPurchaser, and without<\/p>\n

\n

interest (other than any interest paid by the relevant Governmental Authority
\nwith respect to such refund), provided<\/u> that Tech Data, upon the request
\nof Purchaser, agrees to repay the amount paid over to Tech Data (plus any
\npenalties, interest or other charges imposed by the relevant Governmental
\nAuthority) to Purchaser in the event Purchaser is required to repay such refund
\nto such Governmental Authority. This subsection shall not be construed to
\nrequire Purchaser to make available its tax returns (or any other information
\nrelating to its taxes that it deems confidential) to Tech Data or any other
\nPerson.<\/p>\n

Without limiting the obligations of the Purchaser set forth above regarding
\ndelivery of certain forms and documents to establish Purchaser153s status for
\nUnited States withholding tax purposes, Purchaser agrees promptly to deliver to
\nTech Data, as Tech Data shall reasonably request, on or prior to the date hereof
\nand in a timely fashion thereafter, such other documents and forms required by
\nany relevant taxing authorities under the laws of any other jurisdiction, duly
\ncompleted and executed by Purchaser as are required under such laws to confirm
\nPurchaser153s entitlement to any available exemption from, or reduction of
\napplicable withholding taxes in respect of all payments to be made to Purchaser
\noutside of the United States by any Company pursuant to this Agreement or
\notherwise to establish Purchaser153s status for withholding tax purposes in such
\njurisdiction. Purchaser shall promptly take such steps as shall not be
\nmaterially disadvantageous to it, in its reasonable judgment, and as may be
\nreasonably necessary to avoid any requirement of applicable laws of any such
\njurisdiction that any Company make any deduction or withholding for taxes from
\namounts payable to Purchaser. Additionally, each Company shall promptly deliver
\nto Purchaser, as Purchaser shall reasonably request, on or prior to the date
\nhereof, and in a timely fashion thereafter, such documents and forms required by
\nany relevant taxing authorities under the laws of any jurisdiction, duly
\ncompleted and executed by the applicable Company as are required to be furnished
\nby Purchaser under such laws in connection with any payment by Purchaser of
\nTaxes or Other Taxes, or otherwise in connection with this Agreement, with
\nrespect to such jurisdiction.<\/p>\n

Section 18. Miscellaneous.<\/em> <\/strong><\/p>\n

18.1 Each Company will execute whenever requested by Purchaser all documents
\nand take such actions as Purchaser may reasonably require to vest full legal
\ntitle to the undivided interest in the Purchased Receivables and other Purchased
\nAssets in Purchaser, including, without limitation, the filing of any UCC
\nfinancing statements and a written assignment of any Guaranty. On and after each
\nPurchase Date, each Company shall take such other actions as shall be necessary,
\nor reasonably requested by Purchaser, to confirm and assure the rights and
\nobligations provided for in this Agreement and render effective the consummation
\nof the Transactions.<\/p>\n

18.2 Except with respect to the payment of the Purchase Price as provided in
\nSection 3.2<\/u>, the sole liability of Purchaser for a non-monetary default
\nhereunder shall be limited to correction (to the extent reasonably correctable)
\nof such actions, errors or omissions within the applicable cure period as
\nprovided in this Agreement. No party shall have any liability to any other party
\nhereunder for indirect, punitive, consequential or incidental damages of any
\nkind or nature, including, without limitation, loss of profits or damage to or
\nloss of use of any property, any interruption or loss of service or any loss of
\nbusiness, howsoever caused.<\/p>\n

18.3 This Agreement, together with exhibits, schedules and documents
\nincorporated by reference in this Agreement, constitutes the entire agreement
\nbetween the parties in connection with the purchase and sale of the Purchased
\nReceivables, and supersedes all prior agreements, negotiations and
\ncommunications on such subject matter, whether written or oral.<\/p>\n

18.4 The Agreement shall be binding upon and shall inure to the benefit of
\nthe parties hereto and their respective successors and permitted assigns. The
\ncaptions in this Agreement are for convenient reference only and are not
\nintended as a summary of such Sections or subparts, and shall not be considered
\na part of this Agreement and shall not affect, limit or modify the construction
\nor interpretation of the contents of this Agreement. All of the obligations and
\nresponsibilities of the parties as set forth in this Agreement that accrue or
\narise on or before the termination of this Agreement shall survive termination,
\ntogether with all obligations and responsibilities pursuant to Sections
\n9<\/u>, 13<\/u>, and 14<\/u> hereof.<\/p>\n

18.5 Neither Tech Data nor any other Company may assign or otherwise transfer
\nany of its rights or obligations under this Agreement without the prior written
\nconsent of Purchaser. Purchaser may not assign or<\/p>\n

\n

otherwise transfer any of its rights or obligations under this Agreement,
\nexcept with the prior written consent of Tech Data (which consent shall not be
\nunreasonably withheld or delayed, but no such consent from Tech Data shall be
\nrequired in connection with any such assignment or transfer made by Purchaser to
\nits subsidiary or other Affiliate), and any such assignment or transfer by
\nPurchaser shall be made with respect to all of Purchaser153s rights and
\nobligations under this Agreement and not in part. Nothing in this Agreement,
\nexpressed or implied, shall be construed to confer upon any Person (other than
\nthe parties hereto and their respective successors and assigns permitted hereby)
\nany legal or equitable right, remedy or claim under or by reason of this
\nAgreement.<\/p>\n

18.6 If any provision or portion of this Agreement is held to be invalid,
\nillegal, void or unenforceable by reason of any rule or law, administrative
\norder, judicial decision, public policy, or otherwise, all other provisions of
\nthis Agreement shall nevertheless remain valid and in full force and in effect,
\nand this Agreement shall be construed as if such invalid provision was never
\npart of this Agreement.<\/p>\n

18.7 The Agreement and all rights and obligations hereunder, including,
\nwithout limitation, matters of construction, validity and performance, shall be
\ngoverned by and construed and interpreted in accordance with applicable federal
\nlaw and the internal laws of the State of New York without regard to its
\nprinciples of conflict of laws. It is expressly understood that changes in the
\nperformance of any party153s obligations under this Agreement necessitated by a
\nchange in interpretation of any applicable federal or state statute or
\nregulation will not constitute a breach of this Agreement. Purchaser and each
\nCompany hereby irrevocably submit to the non-exclusive jurisdiction of the state
\nand federal courts located in New York, New York in respect of the
\ninterpretation and enforcement of the provisions of this Agreement.<\/p>\n

18.8 TO THE EXTENT PERMITTED BY APPLICABLE LAW, PURCHASER AND EACH COMPANY
\nHEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION, CAUSE OF
\nACTION OR COUNTERCLAIM ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT,
\nAND UNDER ANY THEORY OF LAW OR EQUITY, WHETHER NOW EXISTING OR HEREAFTER
\nARISING.<\/p>\n

18.9 No amendment, modification or discharge of this Agreement, and no waiver
\nhereunder, shall be valid or binding unless set forth in writing and duly
\nexecuted by the party against whom enforcement of the amendment, modification,
\ndischarge or waiver is sought. No delay by any party hereto in exercising any of
\nits rights hereunder or partial or single exercise of such rights, shall operate
\nas a waiver of that or any other right. The exercise of one or more of any
\nparty153s rights hereunder shall not be a waiver of, nor preclude the exercise of,
\nany rights or remedies available to such party under this Agreement, in law or
\nequity, or otherwise. Any waiver by any party of any breach or default of any
\nprovision of this Agreement shall not be construed as a waiver of any continuing
\nor succeeding breach or default of any such provision, or a waiver of any right
\nor rights under this Agreement.<\/p>\n

18.10 Whenever notice or demand under the Agreement is given to or made upon
\nany party by any other party, such notice or demand shall be given in writing,
\nby courier, fax, or similar method, and such notice or demand shall be deemed to
\nhave been given when the fax, writing, or other form of notice or demand is
\neither personally delivered to the party or delivered to the address set forth
\nbelow. Any party may give notice of a change of address to which notices under
\nthis Agreement are to be sent by giving written notice thereof in the manner
\nprovided in this Section 18.10<\/u>. Notwithstanding the foregoing, notice of
\nintent to terminate the Agreement and notice of default shall be sent by
\ncertified mail, return receipt requested, by hand delivery, or by an overnight
\ncourier.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If to Purchaser:<\/p>\n<\/td>\n

<\/td>\n\n

BNP Paribas<\/p>\n

San Francisco Branch<\/p>\n

One Front Street<\/p>\n

Post Office Box 26809<\/p>\n

San Francisco, CA 94111<\/p>\n

Attn: Deborah Scholl<\/p>\n

Tel: (415) 772-1353<\/p>\n

Fax: (415) 291-0563<\/p>\n

and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BNP Paribas<\/p>\n

New York Branch<\/p>\n

787 Seventh Avenue, 31st Floor<\/p>\n

New York, NY 10019<\/p>\n

Attn: Rolando Perez-Elorza<\/p>\n

Tel: (917) 472-4376<\/p>\n

Fax: (212) 841-2904<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If to any Company:<\/p>\n<\/td>\n

<\/td>\n\n

Tech Data Corporation<\/p>\n

5350 Tech Data Drive<\/p>\n

Clearwater, FL 33760<\/p>\n

Attn: Charles V. Dannewitz,<\/p>\n

Senior Vice President, Tax and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18.11 This Agreement may be executed in any number of separate counterparts,
\neach of which taken together shall constitute an original and shall constitute
\none and the same Agreement, but it shall not be necessary to produce or account
\nfor more than one such counterpart. The signatures of duly authorized
\nrepresentatives of the parties executed on behalf of the parties hereto
\ntransmitted by facsimile shall constitute original signatures of the parties for
\nall purposes. The warranties and representations of each Company and each
\nCompany153s obligations with respect to Commercial Disputes, to repurchase any
\nRepurchase Receivables, to pay any other amount owed to Purchaser, to indemnify
\nPurchaser and to remit any amounts due to Purchaser hereunder shall survive the
\ntermination of this Agreement.<\/p>\n

18.12 Nothing expressed or implied in this Agreement is intended nor shall be
\nconstrued to confer upon or give any person other than the parties hereto or
\ntheir permitted successors or assigns any rights or remedies under or by reason
\nof this Agreement.<\/p>\n

18.13 Nothing in this Agreement shall be deemed to create a partnership or
\njoint venture between Purchaser and any of the Companies. Except as expressly
\nset forth herein, none of the Companies, on the one hand, nor Purchaser, on the
\nother hand, shall have any authority to bind or commit the other.<\/p>\n

18.14 Each of the Companies (other than Tech Data) acknowledges and agrees
\nthat it has appointed and authorized Tech Data to act as its agent and otherwise
\nto act on its behalf with respect to all matters hereunder, including all
\nactions to be taken by it under this Agreement, including payments to be made or
\nreceived by it and notices or information to be furnished by it and Tech Data
\naccepts such appointment. Each such Company hereby consents to and ratifies all
\nsuch actions that may at any time be taken by Tech Data pursuant to the
\nforegoing appointment and authorization. Whenever any provision of this
\nAgreement provides for payments to be made or received, notices to be given or
\nreceived, or any other action to be taken under this Agreement, all such
\npayments, notices and other actions shall be undertaken through Tech Data,
\nacting on behalf of, and for the benefit of, itself and each of the other
\nCompanies, and each of such other Companies hereby agrees to cooperate with Tech
\nData by providing information, payments, or notices, or to otherwise provide
\nsuch assistance as is required for Tech Data to comply herewith.<\/p>\n

18.15 Purchaser hereby notifies Tech Data and each other Company that
\npursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
\n(signed into law October 26, 2001)), it is required to obtain, verify and record
\ninformation that identifies Tech Data and each other Company, which information
\nincludes the name and address of each of Tech Data and such Company and such
\nother information as will allow Purchaser to identify Tech Data and each other
\nCompany in accordance with such Act.<\/p>\n

Section 19. Purchaser Proceeds Investment Accounts.<\/em>
\n<\/strong><\/p>\n

Any Company may establish a Purchaser Proceeds Investment Account with a
\nsecurities intermediary acceptable to Purchaser for the purpose of investing
\nproceeds of Receivables subject to the terms of this Section 19<\/u>.<\/p>\n

\n

The Servicer may transfer funds directly from the Purchaser Deposit Account
\nto the Purchaser Proceeds Investment Account at any time and from time to time,
\nsubject to the provisions of the Control Agreement with respect to Purchaser
\nDeposit Account; provided<\/u>, however<\/u> that neither the Servicer nor
\nany Company shall at any time deliver or permit to be delivered any funds or
\nother items to Purchaser Investment Account which are not delivered as a direct
\ntransfer from the Purchaser Deposit Account and which do not constitute
\nidentifiable proceeds of Purchased Receivables or identifiable proceeds of other
\nReceivables in which Purchaser has a security interest. The funds held in the
\nPurchaser Proceeds Investment Account may not be invested in any investments
\nwhich have not been approved in advance in writing by Purchaser. All dividends,
\ninterest income and other investment return on the funds from time to time held
\nin the Purchaser Proceeds Investment Account shall be and are hereby assigned by
\nPurchaser to the Servicer and shall be paid to the Servicer as additional
\nconsideration for its performance of its duties as Servicer. Servicer agrees
\nthat it will report all such amounts as its income and be responsible for paying
\nall income and other taxes in respect thereof and shall reimburse Purchaser for
\nany losses occurring with respect to such investments to the extent such losses
\nresult in a reduction in principal or other original investment amounts. Amounts
\nshall be payable to the Servicer from time to time upon receipt and review by
\nPurchaser and the Servicer of the applicable periodic statements for the
\nPurchaser Proceeds Investment Account following the actual crediting of such
\namounts to the Purchaser Proceeds Investment Account.<\/p>\n

[signature page follows]<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Trade Receivables
\nPurchase Agreement to be executed as of the day and year first above written.\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TECH DATA CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Charles V. Dannewitz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Charles V. Dannewitz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BNP PARIBAS,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Purchaser<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Deborah Scholl<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Deborah Scholl<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Beatrice Dubroca<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Beatrice Dubroca<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Global Trade Solutions Americas<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Schedule 1 <\/u><\/strong><\/p>\n

Purchase Dates and Settlement Dates <\/u><\/strong>\n<\/p>\n

TECH DATA CORPORATION<\/p>\n

RECEIVABLE SALE CUT OFF SCHEDULE<\/p>\n

(Amended)<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Invoice Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Last Invoice Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Report Due Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Purchase Date and<\/strong><\/p>\n

Settlement Date<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Schedule 2 <\/u><\/strong><\/p>\n

The Discount Percentage (expressed as a percentage) for each Settlement Date
\nafter the date hereof (“Settlement Date Discount Percentage<\/u>“) shall be
\ncalculated as follows:<\/p>\n

(Receivables Balance + (New Invoice Amounts-Adjustments)) x
\n((Cost of Funds + Applicable Margin) x (number of days in the respective
\nperiod – 360)<\/u><\/p>\n

(New Invoice Amounts-Adjustments)<\/p>\n

The Program Fee Percentage (expressed as a percentage) shall be calculated as
\nfollows:<\/p>\n

(Cost of Funds + Applicable Margin) x (number of days in the respective
\nperiod – 360)<\/p>\n

\n

Exhibit A <\/u><\/strong><\/p>\n

to Trade Receivables Purchase Agreement
\n<\/u><\/strong><\/p>\n

Form of Supplement <\/u><\/strong><\/p>\n

SUPPLEMENT NO. [ ] dated as of [ ] to the Trade Receivables Purchase
\nAgreement (as the same may have been previously amended, supplemented or
\nrestated, the “Agreement<\/u>“) dated as of January 27, 2010, among Tech Data
\nCorporation (“Tech Data<\/u>“) and each of its subsidiaries parties thereto
\nfrom time to time (Tech Data and each such subsidiary, individually, a
\n“Company<\/u>” and collectively, the “Companies<\/u>“) and BNP Paribas, a
\nbank organized under the laws of France acting through its New York branch (
\n“Purchaser<\/u>“).<\/p>\n

A. Capitalized terms used herein and not otherwise defined herein shall have
\nthe meanings assigned to such terms in the Agreement.<\/p>\n

B. Purchaser and Tech Data have entered into the Agreement in order to set
\nforth the terms and conditions applicable to the purchase by Purchaser of
\nEligible Receivables as described in the Agreement. Pursuant to Section
\n15<\/u> of the Agreement, each subsidiary of Tech Data which is approved by
\nPurchaser, which provides such documents, certificates and opinions as may be
\nrequested by Purchaser and which otherwise meets the requirements necessary to
\nbecome a “Company,” may elect to enter into the Agreement as an additional
\nCompany (the “New Company<\/u>“) by executing this Supplement.<\/p>\n

Accordingly, Purchaser and the New Company agree as follows:<\/p>\n

1. In accordance with Section 15<\/u> of the Agreement, the New Company by
\nits signature below becomes a Company under the Agreement with the same force
\nand effect as if originally named therein as a Company, and the New Company
\nhereby (a) agrees to all the terms and provisions of the Agreement applicable to
\nit as Company thereunder, including without limitation, the guaranty set forth
\nin Section 14<\/u>, and (b) represents and warrants that the representations
\nand warranties made by each Company thereunder are true and correct with respect
\nto it on and as of the date hereof. Each reference to a Company in the Agreement
\nshall be deemed to include the New Company. The Agreement is hereby incorporated
\nherein by reference. The New Company hereby gives its authorization, and
\nconfirms the authorization contained in the Agreement, to Purchaser to file such
\nUniform Commercial Code financing statements as Purchaser shall determine to be
\nnecessary or appropriate as provided in the Agreement.<\/p>\n

2. The new Company represents and warrants to Purchaser that this Supplement
\nhas been duly authorized, executed and delivered by it and constitutes its
\nlegal, valid and binding obligation, enforceable against it in accordance with
\nits terms. This Supplement may be executed in counterparts each of which shall
\nconstitute an original, but all of which when taken together shall constitute a
\nsingle contract. This Supplement shall become effective when Purchaser shall
\nhave received counterparts of this Supplement that, when taken together, bear
\nthe signatures of the New Company and Purchaser. Delivery of an executed
\nsignature page to this Supplement by facsimile transmission, pdf, or other
\nelectronic means shall be as effective as delivery of a manually signed
\ncounterpart of this Supplement.<\/p>\n

3. Except as expressly supplemented hereby, the Agreement shall remain in
\nfull force and effect.<\/p>\n

4. This Supplement shall be governed by, and construed in accordance with,
\nthe laws of the State of New York.<\/p>\n

5. In case any one or more of the provisions contained in this Supplement
\nshould be held invalid, illegal or unenforceable in any respect, the validity,
\nlegality and enforceability of the remaining provisions contained herein and in
\nthe Agreement shall not in any way be affected or impaired thereby (it being
\nunderstood that the invalidity of a particular provision hereof in a particular
\njurisdiction shall not in and of itself affect the validity of such provision in
\nany other jurisdiction). The parties hereto shall<\/p>\n

A-1<\/p>\n

\n

endeavor in good-faith negotiations to replace the invalid, illegal or
\nunenforceable provisions with valid provisions the economic effect of which
\ncomes as close as possible to that of the invalid, illegal or unenforceable
\nprovisions.<\/p>\n

6. All communications and notices hereunder shall be in writing and given as
\nprovided in the Agreement. All communications and notices hereunder to the New
\nCompany shall be given to it in care of Tech Data at the address set forth for
\nTech Data in the Agreement.<\/p>\n

7. The New Company agrees to reimburse Purchaser for its out-of-pocket
\nexpenses in connection with this Supplement, including the fees, disbursements
\nand other charges of counsel for Purchaser.<\/p>\n

[signature page follows]<\/p>\n

A-2<\/p>\n

\n

IN WITNESS WHEREOF, the New Company and Purchaser have duly executed this
\nSupplement to the Agreement as of the day and year first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[NAME OF NEW COMPANY]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

BNP PARIBAS,<\/p>\n

as Purchaser<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3<\/p>\n

\n

Exhibit B <\/u><\/strong><\/p>\n

to Trade Receivables Purchase Agreement
\n<\/u><\/strong><\/p>\n

Form of Removal Letter <\/u><\/strong><\/p>\n

BNP Paribas<\/p>\n

[ ]<\/p>\n

Attn: [ ]<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

Obligors under the Trade Receivables Purchase Agreement dated as of January
\n27, 2010 among Tech Data Corporation and the affiliates of Tech Data Corporation
\nparty thereto from time to time and BNP Paribas (the “Facility
\nAgreement<\/u>“)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies\/Gentlemen:<\/p>\n

This letter will evidence our agreement regarding one of our customers which
\nwas named as an Obligor under the Facility Agreement and which we now request
\nthat you remove as an Obligor under the Facility Agreement with respect to the
\nundersigned Company. All capitalized terms used herein and not defined herein,
\nshall have the meanings set forth in the Facility Agreement. In connection with
\nthe foregoing request, we hereby represent, warrant, covenant, and certify to
\nyou each of the following:<\/p>\n

1. The exact legal name of the Obligor to be removed is . It is a
\ncorporation\/limited liability company\/partnership\/other, formed under the laws
\nof the state of .<\/p>\n

2. All Purchased Receivables sold by us to you with respect to such Obligor
\nhave been paid to you in full. We agree to reimburse you for any amounts which
\nyou may subsequently be required to repay with respect to any payments on such
\nPurchased Receivables.<\/p>\n

3. No Default or Event of Default has occurred and is continuing under, and
\nas defined in, the Credit Agreement.<\/p>\n

4. All conditions described in Section 16<\/u> of the Facility Agreement
\nfor an Obligor to become a “Removed Obligor” have been satisfied in full as to
\nsuch Obligor.<\/p>\n

1<\/p>\n

\n

If you are in agreement with the foregoing, please sign this letter agreement
\nand return it to us.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Sincerely,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

TECH DATA CORPORATION<\/p>\n

or [other Company]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ACKNOWLEDGED AND AGREED TO:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

BNP PARIBAS,<\/p>\n

as Purchaser<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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