Common use of Liquidation Settlement Procedures Clause in Contracts

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class --------------------------------- Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company from previously received CollectionsCollections distributed to the Transferor, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata by the Company to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassCompany. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day and after the date on which the Agent delivers to the Transferor notice that a Termination Event or Potential Termination Event has occurred and is continuing for such Classoccurred, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class Company (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof2.12) the Percentage Factor for such Class of all Collections received by the Transferor on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such the Termination Date or the day on which the Agent delivers to the Transferor notice that a Termination Event or Potential Termination Event for such Class for which there is no grace period occurshas occurred, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, Company's account any remaining amounts set aside pursuant to Section 2.5 2.5(i) above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany's account, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date or the day on which a Potential Termination Event occurs but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) the aggregate of all other Aggregate Unpaids owing then owed (whether due or accrued) hereunder by Transferor to such Class Investorsthe Company. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued ----- Discount, second, in payment of all fees and expenses payable to the Company ------ hereunder, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the ----- Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any such ------ Tranche Period ending on such datePeriod, fifth, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicable, Company ----- and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as ----- Collection Agent, in payment of the Servicing Fee payable to such Person the Transferor as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, Company shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and any interest in the Receivables and to the Affected Assets related property (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third second sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), Company shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests Company's interest in the Affected AssetsReceivables and related property. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be paid to such Administrative Agents ratably in accordance with the portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for a Related Group shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods applicable to such Related Group selected by the Class Agent for such Class. With respect to each Class, on Administrative Agent. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Agent, on behalf of the Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall day. The Collections so set aside and hold shall be allocated, among the Related 23 Groups ratably in trust for accordance with the Transferor such portion of Collections not allocated to the Class InvestorsNet Investment held by each such Related Group. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the each Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class applicable Investors for such Classin its Related Group, the amounts so set aside for that have been allocated to the Investors in such Class Investors, Related Group pursuant to the second preceding sentencethis Section 2.6, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for so allocated to the Investors in such Class, Related Group pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If with respect to any Tranche Period there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount for such Tranche Period, second, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection AgentAgent to the extent allocable to such Tranche Period, secondthird, in reduction of the Net Investment allocated to such Tranche Period fourth, in payment of all fees payable by the Transferor hereunder to the Administrative Agent or any members of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such daterelevant Related Group, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, members of such Related Group and sixth, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection AgentAgent to the extent such Servicing Fee is allocable to such Tranche Period. The applicable Administrative Agent, upon its receipt of such amounts in the such Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as Investors in its Related Group entitled thereto as set forth above; provided that if the such Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the such Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the such Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. For purposes of this Section 2.6, the Agent shall be deemed to be a member of the Related Group that includes Paradigm. (c) Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Investors, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent’s interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside (and segregate if instructed by the Agent to do so under Section 6.02(a)) and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day. On the second Business Day following the last day and of each Settlement Period for such Eligible Asset in the case of any Eligible Asset for which Yield shall set aside and hold in trust be determined for the Transferor such portion of Collections not allocated Settlement Period with reference to the Class Investors. On Investor Rate, and on the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach other Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence which remain after payment shall be paid to the Seller by the Collection Agent; provided, however, that, if amounts are set aside during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in full Section 3.02 are satisfied or are waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence or Section 7.07 of the Credit Agreement, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agentaccrued Yield for such Eligible Asset, second, in payment reduction of all fees payable by the Transferor to the Administrative Agent or any Capital of the Class Investorssuch Eligible Asset, third, in payment of the accrued Discount other amounts payable to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicableOwner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agentfourth, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside (and segregate if instructed by the Agent to do so under Section 6.02(a)) and hold in trust for the applicable Class Investors Owner of such Eligible Asset and, in the case of each Settlement Period that occurs during any Collateral Account Period, transfer to the Cash Collateral Account for the account of the Owner of such Class (or deposit into Eligible Asset, the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day. On the second Business Day following the last day and of each Settlement Period for such Eligible Asset in the case of any Eligible Asset for which Yield shall set aside and hold in trust be determined for the Transferor such portion of Collections not allocated Settlement Period with reference to the Class Investors. On Investor Rate, and on the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach other Eligible Asset (in each case other than any Settlement Period that occurs during any Collateral Account Period), the Collection Agent shall deposit to the Administrative Agent’s account's Account, for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount Yield for such Eligible Asset, (whichii) the Capital of such Eligible Asset, (iii) the accrued Collection Agent Fee payable with respect to such Eligible Asset and (iv) the aggregate amount of other amounts owed under any Transaction Document by the Seller to the Owner of such Eligible Asset or such Owner's Managing Agent or other Affiliate. Any amounts set aside or transferred pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account or the Cash Collateral Account pursuant to the preceding two sentences shall be paid to the Seller by the Collection Agent or the Agent, as the case may be; PROVIDED, HOWEVER, that, if amounts are set aside or transferred during such Settlement Period pursuant to the first sentence of this Section 2.06 on any Liquidation Day and thereafter during such Settlement Period the conditions set forth in Section 3.02 are satisfied or are waived by the Agent (with the consent or at the request of the Managing Agents), such previously set aside or transferred amounts shall, to the extent representing a return of Capital, be applied pursuant to clause (ii) of the first sentence of Section 2.05 on the day of such subsequent satisfaction or waiver of conditions. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentences of this Section 2.06 and, in the case of Discount computed by reference the funds transferred to the CP Rate Cash Collateral Account pursuant to the first sentence of this Section 2.06, from time to time as shall be determined by the Agent (with the consent or at the request of the Managing Agent of the Owner of such Eligible Asset), the Agent shall distribute such funds (i) to the Owner of such Eligible Asset (a) in payment of the accrued Yield for such Eligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner or such Owner's Managing Agent or other Affiliate and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodEligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstfunds, FIRST, if the Transferor, Tech Data a Person other than PolyOne or any Affiliate Originator or one of their respective Affiliates is then acting as the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above Eligible Asset, SECOND, in payment of the accrued Yield for which the Administrative Agent shall have insufficient funds to pay all such Eligible Asset, THIRD, in reduction of Capital of such Eligible Asset, FOURTH, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner or such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zeroOwner's Managing Agent or other Affiliate, all accrued Discount and Servicing Fees have been paid in full and all FIFTH, if PolyOne, any other Aggregate Unpaids have been paid in full, (i) Originator or any one of their respective Affiliates is then acting as the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf in payment of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the accrued Collection Agent shall pay Fee payable with respect to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after payment in full is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.the

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be applied pro rata paid to such Administrative Agents ratably in accordance with the reduction portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for each Class a Related Group shall be applied to reduce the Net Investment of the Tranche Periods applicable to such Related Group selected by such Administrative Agent. In the Class Agent event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such Class. With respect that, when applied to each Classthe then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, on will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such portion benefit of Collections not allocated to the Class Investors. On each such In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 above. With respect above which have been allocated to each Class, on such Administrative Agent’s Related Group as described in Section 2.5. (c) On the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event for such Classhas occurred and is continuing, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstor, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then Agent has assumed exclusive control over the Collection AgentAccount, to shall request the Agent to) distribute funds then available in the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts Account in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the following order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.priority:

Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for each Owner of each Percentage Interest, the applicable Class Investors for Collections in respect of such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Settlement Date in respect of each Purchase Period for each Percentage Interest to occur on or after the Termination Date or (and, if both the day Termination Date and a Transition Event shall have occurred and the Agent shall so request, on which a Termination Event or Potential Termination Event for each other Business Day during such Class for which there is no grace period occursPurchase Period), the Collection Agent Servicer shall deposit to the Administrative Agent’s account's Account the amounts set aside pursuant to the preceding sentence with respect to such Percentage Interest, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Percentage Interest, (whichb) the Purchase Price of such Percentage Interest, in (c) the case aggregate of Discount computed all other amounts owed by reference the Seller to the CP Rate Owner of such Percentage Interest in connection with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period this Agreement and (iiid) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee payable with respect to such Percentage Interest. The Agent shall distribute the funds so received to the Owner of such Percentage Interest first, in full payment of the accrued Yield for such Tranche PeriodPercentage Interest (including, without limitation, the Breakage Fee, if any for such Percentage Interest then due and payable pursuant to the terms hereof), second, to the extent a Servicer other than WMECO or an Affiliate of WMECO has been designated by the Agent, in payment of the accrued Servicing Fee payable to such Servicer with respect to such Percentage Interest, third, in reduction (to zero) of the Purchase Price of such Percentage Interest, and fourth, in full payment of any other amounts owed by the Seller or the Servicer to such Owner in connection with this Agreement. The Agent shall distribute any remaining funds to the Servicer (if WMECO or an Affiliate of WMECO) in payment of the accrued Servicing Fee payable to such Person with respect to such Percentage Interest. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthYield for such Percentage Interest (but, in reduction the case of the Net Investment allocated to any Tranche Period ending on Breakage Fee for such datePercentage Interest, fifth, in payment of all other Aggregate Unpaids owing only to the Class Investorsextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Percentage Interest under this Section 2.07 rather than from other funds pursuant to Section 2.11), as applicablesecond, and sixth, if to the Transferor, Tech Data extent a Servicer other than WMECO or any an Affiliate of WMECO has been designated by the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the accrued Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all Percentage Interest, third, in reduction of Purchase Price of such Percentage Interest, fourth, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner, and fifth, to the Servicer (if WMECO or an Affiliate of WMECO), in payment of the accrued Servicing Fee payable to such Persons entitled Person with respect to payment thereofsuch Percentage Interest. Following the date after all Termination Dates on which Collection Date, the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.07.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on Funding Agents. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Potential Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit transfer to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassCP Conduit Purchasers or the Committed Purchasers, as applicable, any amounts set aside pursuant to Section 2.5 2.05 above. With . (c) Subject to Section 2.26(a) with respect to each Class, on the last day Non-Extending Committed Purchaser that is not required to transfer and assign its Commitment pursuant to Section 2.26(b)(ii) of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Classthis Agreement, the Collection Agent shall deposit implement the procedures set forth in this clause (c) (a "Partial Liquidation"). On each Business Day until such Liquidating Purchaser Group's Net Investment is reduced to zero, and provided that no Termination Event has been declared or has occurred and that no Potential Termination Event has occurred and is continuing, the Collection Agent shall apply, out of the Percentage Factor of Collections received and not previously applied, funds in the following manner: (i) transfer to the Administrative Agent for the benefit of the CP Conduit Purchasers and the Committed Purchasers an amount equal to all Discount on all Tranches, Fees and the Servicing Fee, in each case accrued through such day and not so previously set aside or paid. The Administrative Agent shall then pay to the Funding Agent for the CP Conduit Purchasers and the Committed Purchasers the amount of Fees and Discount on all Tranches that has accrued during such calendar week on the Weekly Settlement Date; (ii) pay to the Funding Agent for such Liquidating Purchaser Group an amount equal to such Liquidating Purchaser Group's Liquidation Share of all remaining Collections, up to the amount of such Liquidating Purchaser Group's Net Investment, in payment of such Liquidating Purchaser Group's Net Investment; and (iii) apply the balance of such Collections to the purchase of additional undivided percentage interests pursuant to Section 2.02(b) hereof. (d) On the Termination Date and on each Business Day thereafter, and on each Business Day on which a Potential Termination Event has occurred and is continuing, the Collection Agent shall transfer to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, the amounts so set aside for Percentage Factor of all Collections received on such Class Investorsday, pursuant to be applied to the second preceding sentence, but not to exceed the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On each such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the CP Conduit Purchasers and the Committed Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the following order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.priority:

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassFunding Agents. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent Agent, at the direction of the Administrative Agent, shall set aside and hold in trust for the CP Conduit Purchasers and/or the Committed Purchasers, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsCP Conduit Purchasers and/or the Committed Purchasers, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountCollection Account, for the benefit of the applicable Class Investors for such ClassCP Conduit Purchasers or the Committed Purchasers, as applicable, any amounts set aside pursuant to Section 2.5 2.05 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent Agent, at the direction of the Administrative Agent, shall deposit to the Administrative Agent’s account to the extent not already so depositedCollection Account, for the benefit of the Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, the amounts so set aside for such Class Investors, the CP Conduit Purchasers and the Committed Purchasers pursuant to the second preceding sentence, but not to exceed be applied to the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the CP Conduit Purchasers and the Committed Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds in the following order of priority: (i) first, in payment of the accrued Discount; (ii) second, if the Transferor, Tech Data the Parent or any Affiliate of the Transferor or Tech Data the Parent is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, ; (iii) third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date; (iv) fourth, in payment of all Fees payable by the Transferor hereunder; (v) fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and not covered in clauses (i) through (iv) above; and (vi) sixth, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Funding Agents for the CP Conduit Purchasers and/or the Committed Purchasers entitled thereto as set forth abovein accordance with the records maintained by the Funding Agents pursuant to Section 2.24; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Classshall equal zero, (ii) the Administrative Agent, on behalf of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, shall be considered to have reconveyed to the Transferor all of the Class Investors’ CP Conduit Purchasers's and the Committed Purchasers' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 2.06 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)CP Conduit Purchasers and the Committed Purchasers, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ CP Conduit Purchasers' and the Committed Purchasers' respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.06.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay transfer to the Administrative Agent, for the benefit of the Class Investors Funding Agents, Initial Purchasers and/or the PARCO APA Banks, as applicable, in the manner set forth in Section 2.10 from previously received CollectionsCollections that have been released to or set aside for the Transferor pursuant to Section 2.5, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, that will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Aggregate Net Investment for each Class of the Tranche Periods selected in a manner to be determined by the Class Agent for such Class. With respect to each Class, on Funding Agents. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall in the following priority: (i) set aside and hold in trust for the Administrative Agent on behalf of the Initial Purchasers and/or the PARCO APA Banks, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received by the Transferor, the Sellers or the Collection Agent or deposited into a Lock-Box Account or the Collection Accounts on such day and shall day; (ii) set aside and hold in trust for the Transferor such portion of Collections deposited in the Collection Accounts not allocated to the Class Investors. On each such Termination Date Administrative Agent on behalf of the Initial Purchasers and/or the PARCO APA Banks, as applicable, or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit Agent; and (iii) transfer to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassFunding Agents, the Initial Purchasers or the PARCO APA Banks, as applicable, in the manner set forth in Section 2.10 any amounts set aside for the Initial Purchasers and/or the PARCO APA Banks pursuant to Section 2.5 above. With respect to each Class, on . (i) On the last day of each Tranche Period and on each Settlement Date to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit transfer to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassFunding Agents, the Initial Purchasers and the PARCO APA Banks, as applicable, in the manner set forth in Section 2.10 the amounts so set aside for such Class Investors, the Initial Purchasers and the PARCO APA Banks pursuant to the second preceding sentence, Section 2.6(b)(i) but not to exceed (together with amounts pursuant to Section 2.6(b)(iii) above) transferred to the Administrative Agent the sum of (i): (A) for the account of the PARCO Funding Agent for the benefit of PARCO and the PARCO APA Banks the accrued PARCO Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period or previous calendar month, as applicable, (iiB) for the account of the Redwood Funding Agent for the benefit of Redwood, the accrued and unpaid Redwood Yield for the previous calendar month, (C) for the account of the Liberty Funding Agent for the benefit of Liberty, the accrued and unpaid Liberty Yield for the previous calendar month, (D) the portion of the Aggregate Net Investment allocated to such Tranche Period and or such previous calendar month, as applicable, and (iiiE) all other Aggregate Unpaids owing to such Class Investors. Unpaids. (ii) On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Initial Purchasers and the PARCO APA Banks pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. . (iii) If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds: (A) first, (1) in payment of the accrued PARCO Discount for the account of the PARCO Funding Agent for the benefit of PARCO and/or the PARCO APA Banks, as applicable, (2) in payment of the accrued Redwood Yield for the account of the Redwood Funding Agent for the benefit of Redwood, and (3) in payment of the accrued Liberty Yield for the account of the Liberty Funding Agent for the benefit of Liberty; provided that the payments in items (1), (2) and (3) shall be payable ratably based on the Net Investment of each such Person at such time, (B) second, if the Transferor, Tech Data Transferor or C&A or any Affiliate of the Transferor or Tech Data thereof is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, , (C) third, in payment of the accrued Discount to each Class, fourth, in reduction of the Aggregate Net Investment allocated to any Tranche Period or any Settlement Period, as applicable, ending on such date, (D) fourth, fifthin payment of all fees (including, but not limited to, the Utilization Fee and the Unused Fee) payable by the Transferor hereunder, (E) fifth in payment of the Aggregate Net Investment until the Aggregate Net Investment has been reduced to zero, (F) sixth, in payment of all other Aggregate Unpaids owing (including, but not limited to, all Transferor Subordinated Obligations owed by the Transferor to the Class InvestorsFunding Agents, as applicablethe Initial Purchasers, the PARCO APA Banks and sixththe Administrative Agent pursuant to Sections 7.1, 7.2, 7.3 and 7.4), (G) seventh, to the Eligible Counterparties, any breakage and termination costs due and owing, and (H) eighth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data C&A is the Collection Agent, to its account as Collection Agent, in payment of the accrued and unpaid Servicing Fee payable to such Person as Collection Agent; provided, that payment of the Servicing Fee pursuant to this eighth clause shall be considered a Transferor Subordinated Obligation. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class InvestorsInitial Purchasers, each as the PARCO APA Banks and the Funding Agents entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (on a pro rata basis based on upon the amounts in portion that each such categories owing to Person's Net Investment constitutes of the Aggregate Net Investment at such Persons) time among all such Persons entitled to payment thereof. . (d) Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and PARCO Discount, Yield, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, , (i) the Collection Agent shall recompute the Percentage Factor for each Class, Factor, (ii) the Administrative Agent, on behalf of the Class InvestorsInitial Purchasers, the PARCO APA Banks and the Redwood Secured Parties shall be considered to have reconveyed to the Transferor all of the Class Investors’ Initial Purchasers' and the PARCO APA Banks' right, title and interest in in, to and to under the Affected Assets (including Receivables and Related Security, the Transferred Interest)Required Currency Hedge, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and 2.6(b)(i), and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Initial Purchasers, the PARCO APA Banks and the Redwood Secured Parties, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests Initial Purchasers' and the PARCO APA Banks' interest in the Affected AssetsReceivables and Related Security, the Required Currency Hedge, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be applied pro rata paid to such Administrative Agents ratably in accordance with the reduction portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for each Class a Related Group shall be applied to reduce the Net Investment of the Tranche Periods applicable to such Related Group selected by such Administrative Agent. In the Class event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the ​ ​ amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Any amounts received by Credit Agricole, as Administrative Agent for such Classits Related Group, pursuant to this Section 2.6 shall be distributed in accordance with the CACIB Group Letter Agreement. With respect to each Class, on ​ (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such portion benefit of Collections not allocated to the Class Investors. On each such In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on ​ (c) On the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event for such Classhas occurred and is continuing, the Collection Agent shall deposit (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority: ​ First, to the Administrative Agent’s account , to reimburse the extent not already so deposited, Agent for the benefit reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the Class Investors for other Transaction Documents; ​ Second, if such Classday is a Remittance Date, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (whichAgent, in the case respect of Discount computed by reference and for application to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingAdministration Fee, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period and (ii) each Administrative Agent, ratably based on and to the portion extent of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Drawn Fees and Unused Fees; ​ Third, if such Class Investors. On such day, day is the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full last day of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, any month and if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee payable due to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.​

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Purchasers, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage FactorFac- tor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAdministrative Agent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent Agent, at the direction of the Administrative Agent, shall set aside and hold in trust for the applicable Class Investors for such Class Purchasers (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsPurchasers. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountCollection Account, for the benefit of the applicable Class Investors for such ClassPurchasers, any amounts set aside pursuant to Section 2.5 2.05 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent Agent, at the direction of the Administrative Agent, shall deposit to the Administrative Agent’s account to the extent not already so depositedCollection Account, for the benefit of the Class Investors for such ClassPurchasers, the amounts so set aside for such Class Investors, the Purchasers pursuant to the second preceding sentence, but not to exceed be applied to the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds in the following order of priority: (i) first, in payment of the accrued Discount; (ii) second, if the Transferor, Tech Data the Parent or any Affiliate of the Transferor or Tech Data the Parent is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, ; (iii) third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date; (iv) fourth, in payment of all Fees payable by the Transferor hereunder; (v) fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and not covered in clauses (i) through (iv) above; and (iv) sixth, if the Transferor, Tech Data any Seller or any Affiliate of the Transferor or Tech Data any Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Purchasers entitled thereto as set forth abovein accordance with the records maintained by the Administrative Agent pursuant to Section 2.24; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Classshall equal zero, (ii) the Administrative Agent, on behalf of the Class InvestorsPurchasers, shall be considered to have reconveyed to the Transferor all of the Class Investors’ Purchasers' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 2.06 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Purchasers, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ Purchasers' respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.06.

Liquidation Settlement Procedures. If at any time On the Expiration Date and on or prior to each day thereafter, the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Servicer shall immediately pay to the Administrative Agent, hold in trust for the benefit of the Class Investors from previously received CollectionsOwners, an amount equal to the amount product of (i) the Buyer's Percentage Interest, expressed as a decimal and (ii) Collections, if any, received on such that, when applied in reduction day. If the Expiration Date occurred because of the Aggregate Net Investmentoccurrence of any Termination Event described in Section 7.01(l) hereof or for any reason set forth in clause (i), will result in an Aggregate Percentage Factor less than (ii), (iii) or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction (iv) of the Net Investment for each Class definition of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class"Expiration Date" herein, on the Termination Expiration Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, thereafter the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account Seller's account the portion, if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class any, of all any Collections received on such day and shall set aside and hold that is not required to be held in trust for the Transferor such portion of Collections not allocated Owners pursuant to the Class Investorspreceding sentence. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to into the Administrative Agent’s account's account for distribution to the Owners in accordance with the provisions hereof or the Asset Purchase Agreement, for the benefit amounts held in trust pursuant to the first sentence of the applicable Class Investors for such Classthis Section 2.09, together with any remaining amounts set aside pursuant to Section 2.5 above2.08(a) hereof prior to the Expiration Date. With respect to each ClassIf the Expiration Date occurred because of a Termination Event described in any of Sections 7.01(a) through 7.01(k) hereof, on the last day of the Tranche Period for each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassExpiration Date, the Collection Agent Servicer shall deposit into the Seller's account the portion, if any, of any Collections received during such Tranche Period that is not required to the Administrative Agent’s account to the extent not already so deposited, be held in trust for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, Owners pursuant to the second preceding sentence, but not to exceed the sum first sentence of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Periodthis Section 2.09. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees ----- and expenses payable to the Collection AgentBuyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, ------ third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such Owner's percentage of the Net Investment allocated ----- to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing to the Class Investors------ (whether due or accrued) and, as applicable, and sixthfifth, if the Transferor, Tech Data a Servicer Default has occurred if ----- Lexmark or any Affiliate of thereof is not the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofServicer's Compensation due. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of Servicer shall recompute the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Buyer's Percentage Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(sOwners, shall be deemed to have reconveyed to the Seller any interest they may have in the Receivables (including the Purchased Interest), together with the Related Security and Collections with respect thereto, (iv) the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to the first sentence of this Section 2.09, (v) the Administrative Agent shall pay to the Seller any remaining Collections held in the Administrative Agent's account and (vi) the Administrative Agent and the Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of Receivables, together with the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Related Security and Collections set aside for the Transferor pursuant to this Section 2.6with respect thereto.

Liquidation Settlement Procedures. If at any time on or prior to On the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for each Owner of each Percentage Interest, the applicable Class Investors for Collections in respect of such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Interest received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Settlement Date in respect of each Purchase Period for each Percentage Interest to occur on or after the Termination Date or (and, if both the day Termination Date and a Transition Event shall have occurred and the Agent shall so request, on which a Termination Event or Potential Termination Event for each other Business Day during such Class for which there is no grace period occursPurchase Period), the Collection Agent Servicer shall deposit to the Administrative Agent’s account's Account the amounts set aside pursuant to the preceding sentence with respect to such Percentage Interest, for the benefit of the applicable Class Investors for such Class, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit 2.05 prior to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentenceTermination Date, but not to exceed the sum of (ia) the accrued Discount Yield for such Percentage Interest, (whichb) the Purchase Price of such Percentage Interest, in (c) the case aggregate of Discount computed all other amounts owed by reference the Seller to the CP Rate Owner of such Percentage Interest in connection with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period this Agreement and (iiid) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee payable with respect to such Percentage Interest. The Agent shall distribute the funds so received to the Owner of such Percentage Interest first, in full payment of the accrued Yield for such Tranche PeriodPercentage Interest (including, without limitation, the Breakage Fee, if any for such Percentage Interest then due and payable pursuant to the terms hereof), second, to the extent a Servicer other than the Seller or an Affiliate of the Seller has been designated by the Agent, in payment of the accrued Servicing Fee payable to such Servicer with respect to such Percentage Interest, third, in reduction (to zero) of the Purchase Price of such Percentage Interest, and fourth, in full payment of any other amounts owed by the Seller to such Owner in connection with this Agreement. The Agent shall distribute any remaining funds to the Servicer (if the Seller or an Affiliate of the Seller) in payment of the accrued Servicing Fee payable to such Person with respect to such Percentage Interest. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthYield for such Percentage Interest (but, in reduction the case of the Net Investment allocated to any Tranche Period ending on Breakage Fee for such datePercentage Interest, fifth, in payment of all other Aggregate Unpaids owing only to the Class Investorsextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Percentage Interest under this Section 2.07 rather than from other funds pursuant to Section 2.11), as applicablesecond, and sixth, if to the Transferor, Tech Data extent a Servicer other than the Seller or any an Affiliate of the Transferor or Tech Data is Seller has been designated by the Collection Agent, to its account as Collection Agent, in payment of the accrued Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all Percentage Interest, third, in reduction of Purchase Price of such Percentage Interest, fourth, in payment of other amounts owing on such date, ratably (based on the amounts in such categories owing payable to such Persons) among all Owner, and fifth, to the Servicer (if the Seller or an Affiliate of the Seller), in payment of the accrued Servicing Fee payable to such Persons entitled Person with respect to payment thereofsuch Percentage Interest. Following the date after all Termination Dates on which Collection Date, the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.07.

Liquidation Settlement Procedures. If at any time (a) If, on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor Net Receivables Balance is greater less than the Maximum Percentage FactorCoverage Amount, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, Company an amount equal to the difference between the Coverage Amount and the Net Receivables Balance, and such amount such that, when shall be applied in to the reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassCompany. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) Company, the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassDate, the Collection Agent shall deposit to the Administrative Agent’s Company's account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Aggregate Net Investment allocated to such Tranche Period Period, and (iii) the aggregate of all other Aggregate Unpaids owing amounts then owed (whether due or accrued) hereunder by Transferor to such Class Investorsthe Company. On such dayIf Georgia Gulf is the Collection Agent, the Collection Agent shall deposit to its account, from pay all the amounts described in clauses (i), (ii) and (iii) of this Section 2.6(a) from any funds available therefor, up to the amount that would have been set aside for such Class, pursuant by the Collection Agent had the Collection Agent been required to comply with the preceding second sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. this Section 2.6. (b) If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amountsamounts described in Section 2.6(a), the Collection Agent shall distribute funds first, if to pay the Transferoraccrued Discount, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agentsecond, to reduce the Collection Agent’s accountAggregate Net Investment, in payment of the Servicing Fee third, to pay all fees and expenses payable to the Collection AgentCompany, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, and fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofCompany. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have has been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Classas zero, (ii) the Administrative Agent, on behalf of the Class Investors, Company shall be considered deemed to have reconveyed to the Transferor all of the Class Investors’ right, title and any interest in and to the Affected Assets Receivables (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and all amounts held by the Collection Agent pursuant to the third second sentence of this Section 2.6 2.6(a) and (iv) the Administrative Agent, on behalf Company shall promptly at the request of the applicable Class Investor(s), shall Transferor execute and deliver to the Transferor, at the Transferor’s expense, such Transferor any documents required or instruments as are necessary advisable to terminate the Class Investors’ respective interests its interest in the Affected Assets. Any such documents shall be prepared by or on behalf of Receivables and the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Residual Receivable Interest.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be applied pro rata paid to such Administrative Agents ratably in accordance with the reduction portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for each Class of a Related Group shall be applied to reduce the Tranche Periods Net Investment applicable to such Related Group in the manner selected by such Administrative Agent. In the Class event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Any amounts received by Credit ​ ​ Agricole, as Administrative Agent for such Classits Related Group, pursuant to this Section 2.6 shall be distributed in accordance with the CACIB Group Letter Agreement. With respect to each Class, on ​ (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such portion benefit of Collections not allocated to the Class Investors. On each such In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on ​ (c) On the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event for such Classhas occurred and is continuing, the Collection Agent shall deposit (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority: ​ First, to the Administrative Agent’s account , to reimburse the extent not already so deposited, Agent for the benefit reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the Class Investors for other Transaction Documents; ​ Second, if such Classday is a Remittance Date, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (whichAgent, in the case respect of Discount computed by reference and for application to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingAdministration Fee, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period and (ii) each Administrative Agent, ratably based on and to the portion extent of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Drawn Fees and Unused Fees; ​ Third, if such Class Investors. On such day, day is the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full last day of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, any month and if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee payable due to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.​

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay transfer to the Administrative each applicable Funding Agent, ratably, for the benefit of the Class Investors Purchasers within such Funding Agent's Purchaser Group, in the manner set forth in Section 2.10 from previously received CollectionsCollections that have been released to or set aside for the Transferor pursuant to Section 2.5, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, that will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts Unless otherwise agreed to in writing by each Funding Agent, such amount shall be applied pro rata to the reduction reduce each Purchaser's outstanding portion of the Aggregate Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With Investment, ratably with respect to each Class, on such Purchaser. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent Servicer shall in the following priority (i) set aside and hold in trust out of Collections an amount equal to all taxes and tips due and owing to a Restaurant and not previously paid to such Restaurant or deposited into such Restaurant's account by a Credit Card Processor, any portion of Arrear Sales due and owing to a Restaurant and unpaid Processing Fees, (ii) set aside and hold in trust out of Collections an amount equal to Rebates related to such Collections, (iii) set aside and hold in trust for the each applicable Class Investors Funding Agent for such Class the ratable benefit of the Purchasers, as applicable (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received by the Transferor, the Sellers or the Servicer or deposited into a Lock-Box Account or the Collection Account on such day day, and shall (iv) set aside and hold in trust for the Transferor such portion of Collections deposited in the Collection Account not allocated pursuant to the Class Investorsclauses (i)-(iii) above or pursuant to Section 2.5. On each day, the Servicer shall remit to TMN such portion of Collections set aside to pay any taxes and tips related to Collections, any portion of Arrear Sales due and owing to a Restaurant, any Processing Fees and the Rebates. On the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Servicer shall transfer to each applicable Funding Agent shall deposit to the Administrative Agent’s account, for the ratable benefit of the applicable Class Investors for such ClassPurchasers, as applicable, any amounts set aside for the Purchasers pursuant to Section 2.5 above. With respect to 2.5. (c) On each Class, Settlement Date and/or on the last day of each Tranche Period Period, as applicable, to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or a Potential Termination Event for such ClassEvent, the Collection Servicer shall transfer to each applicable Funding Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the ratable benefit of the Class Investors for Purchasers in such ClassFunding Agent's Purchaser Group, as applicable (it being understood that any amount distributed pursuant to this Agreement to any Funding Agent on any such Settlement Date or last day of any Tranche Period, as applicable, shall be solely the portion of Collections then held and available to be distributed to the Purchasers hereunder that represent the ratable portion of such Collections of each Purchaser in such Funding Agent's Purchaser Group (based on Net Investment plus accrued and unpaid interest)), or solely with respect to clause (iv) below, to the Successor Servicer's Account, the amounts so set aside for such Class Investors, the Purchasers pursuant to the second preceding sentence, Section 2.6(b)(iii) but not to exceed the sum of (i) the accrued PARCO Discount (which, in for the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for immediately preceding Settlement Period or such Tranche Period Period, as applicable, (ii) the portion of accrued and unpaid Fairway Discount for the Net Investment allocated to previous Settlement Period or such Tranche Period Period, as applicable, (iii) the Aggregate Net Investment, (iv) the accrued and unpaid Successor Servicer Fee and (iiiv) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its accountServicer shall, from the amounts set aside for such Class, the Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, deposit to the Servicer's account, the accrued Servicing Fee for the immediately preceding Settlement Period or such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds first, (1) in payment of the accrued PARCO Discount for the account of the PARCO Funding Agent for the benefit of PARCO and/or the PARCO APA Banks, as applicable, and (2) in payment of the accrued Fairway Discount for the account of the Fairway Funding Agent for the benefit of Fairway and/or the Fairway APA Banks; provided that the payments in (1) and (2) shall be payable ratably based on the Net Investment (plus accrued and unpaid interest thereon) of each such Person at such time; second, if the Transferor, Tech Data TMN or any Affiliate of the Transferor or Tech Data TMN is not then the Collection AgentServicer, to the Collection Agent’s Servicer's account, in payment of the Servicing Fee payable to the Collection Agent, secondServicer; third, in reduction of the Aggregate Net Investment allocated to the immediately preceding Settlement Period or any Tranche Period ending on such date; fourth, in ratable payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, hereunder; fifth in payment of the accrued Discount to Aggregate Net Investment of each ClassPurchaser hereunder, fourth, in reduction of ratably based on the Net Investment allocated (plus accrued and unpaid interest thereon) of each such Person at such time until the Aggregate Net Investment has been reduced to any Tranche Period ending on such date, fifthzero; sixth, in ratable payment of all other Aggregate Unpaids owing (including, but not limited to, all Transferor Subordinated Obligations owed by the Transferor to the Class InvestorsFunding Agents, as applicablethe Initial Purchasers and the APA Bank Purchasers and the Administrative Agent pursuant to Sections 7.1, 7.2, 7.3 and sixth7.4); and seventh, if the Transferor, Tech Data TMN or any Affiliate of the Transferor or Tech Data TMN is the Collection AgentServicer, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to such Person as Collection AgentServicer; provided, that payment of the Servicing Fee pursuant to this seventh clause shall be considered a Transferor Subordinated Obligation. The Administrative Each Funding Agent, upon its receipt of such amounts in the Administrative applicable Funding Agent’s account's account (as designated to the Servicer for receipt of such Collections), shall distribute such amounts to the Class Investors, each as Initial Purchasers and the APA Bank Purchasers entitled thereto as set forth above; provided that if the Administrative such Funding Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative such Funding Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative such Funding Agent shall have insufficient funds to pay all amounts owing on such date, ratably (to each applicable Purchaser within its Purchaser Group based on the amounts in each such categories owing to Person's Net Investment (plus accrued and unpaid interest thereon) at such Persons) time among all such Persons entitled to payment thereof. . (d) Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and PARCO Discount, Fairway Discount, Servicing Fees, Successor Servicer Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Servicer shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class InvestorsInitial Purchasers and the APA Bank Purchasers, shall be considered to have reconveyed to the Transferor all of the Class Investors’ Initial Purchasers' and the APA Bank Purchasers' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent Servicer shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third sentence of this Section 2.6 2.6(b)(iv) and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Initial Purchasers and the APA Bank Purchasers, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ Initial Purchasers' and the APA Bank Purchasers' respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent Servicer shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at on any time Interim Settlement Date on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor Interest is greater than the Maximum Percentage FactorInterest, then the Transferor shall immediately pay to the Administrative Agent, for distribution to the benefit of the Class Investors Purchasers, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor Interest less than or equal to the Maximum Percentage FactorInterest, to be allocated to each Purchaser based on its Pro Rata Share. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on Investment. (b) On the Termination Date for such Class and on each day thereafter, thereafter and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurscontinuing, the Collection Agent shall deposit to the Administrative Agent’s accountAccount, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassPurchasers, the Collection Percentage Interest of all Collections received on such day, and the Administrative Agent shall deposit to distribute such funds in the Administrative Agent’s account to the extent not already so deposited, for the benefit following order of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of priority: (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data TriMas Corp. or any Affiliate of the Transferor or Tech Data TriMas Corp. is not then the Collection Agent, Agent to the Collection Agent’s account, in payment in full of the Servicing Fee payable to the Collection Agent, ; (ii) second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment full of the accrued Discount to each Class, fourthand all Fees payable by the Transferor; (iii) third, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthzero; (iv) fourth, in payment in full of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixthnot covered in clauses (i) through (iii) above; and (v) fifth, if the Transferor, Tech Data TriMas Corp. or any Affiliate or stockholder of the Transferor or Tech Data TriMas Corp. is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s accountAccount, shall distribute such amounts to the Class Investors, each as Purchasers entitled thereto as set forth abovethereto; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. . (c) Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Fees, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Percentage Interest shall recompute the Percentage Factor for each Classequal zero, (ii) the Administrative Agent, on behalf of the Class InvestorsPurchasers, shall be considered to have reconveyed to the Transferor all of the Class InvestorsPurchasers’ right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, and (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Purchasers, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class InvestorsPurchasers’ respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. (d) The Transferor may, by delivery of a Reduction Notice to the Administrative Agent and each Purchaser by telecopy, at any time and from time to time reduce the Net Investment, in whole or in part, upon at least one (1) Business Day’s prior notice to the Administrative Agent before 11:00 a.m., New York City time; provided, however, that each partial reduction of the Net Investment shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000 in the aggregate. On Upon the last day of each Tranche Perioddate specified in such Reduction Notice for such reduction, the Collection Agent Transferor shall remit immediately pay to each of the Transferor Purchasers, from previously received Collections, an amount equal to its Pro Rata Share of such portion of Collections set aside for the Transferor pursuant to this Section 2.6targeted reduction.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be applied pro rata paid to such Administrative Agents ratably in accordance with the reduction portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for each Class of a Related Group shall be applied to reduce the Tranche Periods Net Investment applicable to such Related Group in the manner selected by such Administrative Agent. In the Class event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Any amounts received by Credit Agricole, as Administrative Agent for such Classits Related Group, pursuant to this Section 2.6 shall be distributed in accordance with the CACIB Group Letter Agreement. With respect to each Class, on ​ (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such portion benefit of Collections not allocated to the Class Investors. On each such In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on ​ (c) On the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event for such Classhas occurred and is continuing, the Collection Agent shall deposit (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority: ​ ​ ​ First, to the Administrative Agent’s account , to reimburse the extent not already so deposited, Agent for the benefit reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the Class Investors for other Transaction Documents; ​ Second, if such Classday is a Remittance Date, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (whichAgent, in the case respect of Discount computed by reference and for application to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingAdministration Fee, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period and (ii) each Administrative Agent, ratably based on and to the portion extent of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Drawn Fees and Unused Fees; ​ Third, if such Class Investors. On such day, day is the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full last day of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, any month and if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee payable due to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.​

Liquidation Settlement Procedures. If at any time on --------------------------------- or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Funding Agent, for the benefit of PARCO and/or the Class Investors APA Banks, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassFunding Agent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for PARCO and/or the APA Banks, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) ), the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to PARCO and/or the Class InvestorsAPA Banks, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountFunding Account, for the benefit of PARCO or the applicable Class Investors for such ClassAPA Banks, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so depositedFunding Account, for the benefit of PARCO and the Class Investors for such ClassAPA Banks, as applicable, the amounts so set aside for such Class Investors, PARCO and the APA Banks pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, PARCO and the APA Banks pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued ----- Discount, second, if the Transferor, Tech Data the Originator or any Affiliate of the ------ Transferor or Tech Data the Originator is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ----- ending on such date, fourth, in payment of all fees payable by the Transferor ------ hereunder, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the ----- ----- Transferor, Tech Data the Originator or any Affiliate of the Transferor or Tech Data the Originator is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Funding Agent, upon its receipt of such amounts in the Administrative Funding Agent’s 's account, shall distribute such amounts to PARCO and/or the Class Investors, each as APA Banks entitled thereto as set forth above; provided that if the Administrative Funding Agent shall have insufficient funds to -------- pay all of the above amounts in full on any such date, the Administrative Funding Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Funding Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Funding Agent, on behalf of PARCO and the Class InvestorsAPA Banks, shall be considered deemed to have reconveyed to the Transferor all of PARCO's and the Class Investors’ APA Banks' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Funding Agent, on behalf of PARCO and the applicable Class Investor(s)APA Banks, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate PARCO's and the Class Investors’ APA Banks' respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Borrower shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Lenders, from previously received Collections, an amount equal to the amount such thatwhich, when either deposited into the Funding Account or applied directly in reduction of the Aggregate Net InvestmentOutstanding Loans, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts The Borrower shall instruct the Administrative Agent as to whether such funds are to be deposited in the Funding Account or applied pro rata to directly in the reduction of Outstanding Loans. To the Net Investment for each Class extent such funds are applied in reduction of the Outstanding Loans, the Tranche Periods shall be selected by each Funding Agent. Amounts deposited in the Class Funding Account pursuant to the immediately preceding sentence may, at the request of the Borrower, be withdrawn by the Administrative Agent for such Class. With respect and distributed to each Classthe Borrower, on or at the Termination Date for such Class and on each day thereafterBorrower’s direction, if, and on to the extent, such withdrawal would not cause the Percentage Factor to exceed the Maximum Percentage Factor. (b) On each day on which a Termination Event or Specified Potential Termination Event has occurred and is continuing for such Classcontinuing, and on the Termination Date and on each day thereafter, the Collection Agent, at the direction of the Administrative Agent (in consultation with the Funding Agents), shall set aside and hold in trust for the applicable Class Investors for such Class (or Lenders and deposit into the Collection Account if so as required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of , all Collections received on such day and shall set aside and hold in trust for the Transferor Borrower such portion of Collections not allocated to the Class InvestorsLenders. On each such the Termination Date or the day on which a Termination Event or Specified Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountFunding Account, for the benefit of the applicable Class Investors for such ClassLenders, any amounts set aside pursuant to Section 2.5 above. With respect 2.05 above and pursuant to each Class, on the immediately preceding sentence. (c) On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance continuation of a Termination Event or Specified Potential Termination Event for such ClassEvent, the Collection Agent, at the direction of the Administrative Agent (in consultation with the Funding Agents), shall deposit to the Administrative Agent’s account to the extent not already so depositedFunding Account, for the benefit of the Class Investors for such ClassLenders, the amounts so set aside for such Class Investors, the Lenders pursuant to the second preceding sentenceSection 2.06(a), but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion amount of the Net Investment Outstanding Loans allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Lenders pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Interest and Program Fees, second, if the TransferorBorrower, Tech Data the Contributor or any Affiliate of the Transferor Borrower or Tech Data the Contributor is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, secondthird, in reduction of the Outstanding Loans, fourth, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, Borrower hereunder not otherwise specified in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such datepriority, fifth, in payment of all other Aggregate Unpaids owing to the Class InvestorsUnpaids, as applicable, and sixth, if the TransferorBorrower, Tech Data the Contributor or any Affiliate of the Transferor Borrower or Tech Data the Contributor is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection AgentAgent and seventh, in payment of the accrued operating expenses of the Borrower. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s accountFunding Account, shall distribute such amounts to each Funding Agent on behalf of the Class Investors, each as Related Lenders entitled thereto as set forth aboveon a proportionate basis relative to their respective Funded Percentages; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. . (d) Following the date after all Termination Dates on which the Aggregate Net Investment amount of Outstanding Loans has been reduced to zero, zero and all accrued Discount and Interest, Program Fees, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class InvestorsLenders, shall be considered deemed to have reconveyed released to the Transferor Borrower all of the Class InvestorsLenders’ right, title right and interest in in, to and to under the Affected Assets (including the Transferred Interest)Collateral, (iii) the Collection Agent shall pay to the Transferor Borrower any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 2.06(a) and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Lenders and in consultation with each Funding Agent, shall execute and deliver to the TransferorBorrower, at the TransferorBorrower’s request and expense, such documents or instruments as are necessary to terminate the Class InvestorsLenders’ respective interests in the Affected AssetsCollateral. Any such documents shall be prepared by or on behalf of the TransferorBorrower and delivered to the Administrative Agent. On the last day of each Tranche Period, the The Collection Agent shall remit to the Transferor Borrower such portion of Collections set aside for the Transferor Borrower pursuant to this Section 2.62.06 on a daily basis.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be paid to such Administrative Agents ratably in accordance with the portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for a Related Group shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods applicable to such Related Group selected by the Class Agent for such ClassAdministrative Agent. With respect to each Class, on 24 (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such benefit of the Investors. The Collections so deposited shall be allocated, among the Related Groups ratably in accordance with the portion of Collections not allocated to the Class Investors. On Net Investment held by each such Related Group. In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, and during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) deposit to the each Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class applicable Investors for such Classin its Related Group, the amounts so set aside for available funds on deposit in the Collection Account that have been allocated to the Investors in such Class Investors, Related Group pursuant to the second preceding sentencethis Section 2.6, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) deposit to its the Collection Agent’s account, from the amounts set aside for so allocated to the Investors in such Class, Related Group pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If with respect to any Tranche Period there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds first, in payment of the accrued Discount for such Tranche Period, second, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection AgentAgent to the extent allocable to such Tranche Period, secondthird, in reduction of the Net Investment allocated to such Tranche Period fourth, in payment of all fees payable by the Transferor hereunder to the Administrative Agent or any members of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such daterelevant Related Group, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, members of such Related Group and sixth, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection AgentAgent to the extent such Servicing Fee is allocable to such Tranche Period. The applicable Administrative Agent, upon its receipt of such amounts in the such Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as Investors in its Related Group entitled thereto as set forth above; provided that if the such Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the such Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the such Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. For purposes of this Section 2.6, the Agent shall be deemed to be a member of the Related Group that includes Paradigm. (c) Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Investors, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent’s interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be applied pro rata paid to such Administrative Agents ratably in accordance with the reduction portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for each Class a Related Group shall be applied to reduce the Net Investment of the Tranche Periods applicable to such Related Group in the manner selected by such Administrative Agent. In the Class event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Any amounts received by Credit Agricole, as Administrative Agent for such Classits Related Group, pursuant to this Section 2.6 shall be distributed in accordance with the CACIB Group Letter Agreement. With respect to each Class, on ​ (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and day. Pending such deposit, the Collection Agent shall set aside and hold such Collections in trust for the Transferor such portion benefit of Collections not allocated to the Class Investors. On each such In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. With respect to each Class, on ​ (c) On the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event for such Classhas occurred and is continuing, the Collection Agent shall deposit (or, if the Agent has assumed exclusive control over the ​ ​ ​ ​ Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority: ​ First, to the Administrative Agent’s account , to reimburse the extent not already so deposited, Agent for the benefit reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the Class Investors for other Transaction Documents; ​ Second, if such Classday is a Remittance Date, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (whichAgent, in the case respect of Discount computed by reference and for application to the CP Rate with respect to any Class Conduit that utilizes “pool” fundingAdministration Fee, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period and (ii) each Administrative Agent, ratably based on and to the portion extent of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Drawn Fees and Unused Fees; ​ Third, if such Class Investors. On such day, day is the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full last day of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, any month and if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee payable due to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.​

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Class A Related Groups (or, if the Class A Net Investment has been reduced to zero, to the Administrative Agent for the Class B Related Group), for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts In the case of any such payment to the Administrative Agents for the Class A Related Groups, such aggregate amount shall be paid to such Administrative Agents ratably in accordance with portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for a Related Group shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods applicable to such Related Group selected by the Class Agent for such Class. With respect to each Class, on Administrative Agent. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Agent, on behalf of the Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall day. The Collections so set aside and hold shall be allocated, FIRST, among the Class A Related Groups ratably in trust for accordance with the Transferor such portion of Collections not allocated the Net Investment (or, if the Class A Net Investment has been reduced to zero, the portion of the Class A Aggregate Unpaids) held by each such Related Group until the Class A Aggregate Unpaids are paid in full; and, SECOND, to the Class InvestorsB Related Group. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent's Related Group as described in Section 2.5. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the each Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class applicable Investors for such Classin its Related Group, the amounts so set aside for that have been allocated to the Investors in such Class Investors, Related Group pursuant to the second preceding sentencethis Section 2.6, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for so allocated to the Investors in such Class, Related Group pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If with respect to any Tranche Period there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstFIRST, in payment of the accrued Discount for such Tranche Period, SECOND, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection AgentAgent to the extent allocable to such Tranche Period, secondTHIRD, in reduction of the Net Investment allocated to such Tranche Period FOURTH, in payment of all fees payable by the Transferor hereunder to the Administrative Agent or any members of the Class Investorsrelevant Related Group, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthFIFTH, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, members of such Related Group and sixthSIXTH, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection AgentAgent to the extent such Servicing Fee is allocable to such Tranche Period. The applicable Administrative Agent, upon its receipt of such amounts in the such Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Investors in its Related Group entitled thereto as set forth above; provided PROVIDED that if the such Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the such Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the such Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. For purposes of this Section 2.6, the Agent shall be deemed to be a member of the Related Group that includes Enterprise. (c) Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment On each Liquidation Day during each Settlement Period for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such ClassEligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On each such Termination Settlement Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield and Fees for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Eligible Asset and (ii) the portion Capital of the Net Investment allocated to such Tranche Period and (iii) Eligible Asset, together with all other Aggregate Unpaids owing to such Class Investorsamounts owed by the Seller hereunder. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.08 and not required to be deposited to the Agent’s Account pursuant to the preceding sentence which remain after shall be paid to the Seller by the Collection Agent. Upon receipt of funds deposited to the Agent’s Account pursuant to the second sentence of this Section 2.08, the Agent shall distribute them to the Owner of such Eligible Asset (A) in payment in full of the aforementioned amounts, the accrued Servicing Fee Yield and Fees for such Tranche PeriodEligible Asset and (B) in reduction (to zero) of the Capital of such Eligible Asset, together with all other amounts owed by the Seller hereunder. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each ClassYield and Fees for such Eligible Asset and, fourthsecond, in reduction of the Net Investment allocated Capital of such Eligible Asset. The Seller shall be obligated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing pay to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche PeriodSettlement Period for each Eligible Asset in which a Liquidation Day has occurred for such Eligible Asset, for the Collection Agent shall remit account of the Owner of such Eligible Asset, without prejudice to any other rights that any Owner may have hereunder or under applicable law, an amount equal to the Transferor such portion Outstanding Balance of Collections set aside for the Transferor any Pool Receivable that is a CAP Rate Program Receivable which was originally a Special Agreement Receivable and as to which pre-program arrearages have not yet been forgiven. The proceeds of any payment made pursuant to the preceding sentence shall be deemed to be a Collection in respect of each Receivable in respect of which such payments are made by the Seller, and the amount of each such Collection shall be applied as provided in this Section 2.62.08.

Liquidation Settlement Procedures. If at any time On the Expiration Date and on or prior to each day thereafter, the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Servicer shall immediately pay to the Administrative Agent, hold in trust for the benefit of the Class Investors from previously received CollectionsOwners, an amount equal to the amount product of (i) the Buyer's Percentage Interest, expressed as a decimal and (ii) Collections, if any, received on such that, when applied in reduction day. If the Expiration Date occurred because of the Aggregate Net Investmentoccurrence of any Termination Event described in Section 7.01(l) hereof or for any reason set forth in clause (i), will result in an Aggregate Percentage Factor less than (ii), (iii) or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction (iv) of the Net Investment for each Class definition of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class"Expiration Date" herein, on the Termination Expiration Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, thereafter the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account Seller's account the portion, if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class any, of all any Collections received on such day and shall set aside and hold that is not required to be held in trust for the Transferor such portion of Collections not allocated Owners pursuant to the Class Investorspreceding sentence. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to into the Administrative Agent’s account's account for distribution to the Owners in accordance with the provisions hereof or the Asset Purchase Agreement, for the benefit amounts held in trust pursuant to the first sentence of the applicable Class Investors for such Classthis Section 2.09, together with any remaining amounts set aside pursuant to Section 2.5 above2.08(a) hereof prior to the Expiration Date. With respect to each ClassIf the Expiration Date occurred because of a Termination Event described in any of Sections 7.01(a) through 7.01(k) hereof, on the last day of the Tranche Period for each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassExpiration Date, the Collection Agent Servicer shall deposit into the Seller's account the portion, if any, of any Collections received during such Tranche Period that is not required to the Administrative Agent’s account to the extent not already so deposited, be held in trust for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, Owners pursuant to the second preceding sentence, but not to exceed the sum first sentence of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Periodthis Section 2.09. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees and expenses payable to the Collection AgentBuyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such Owner's percentage of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth(whether due or accrued) and, if the Transferora Potential Termination Event or a Termination Event has occurred, Tech Data fifth, if Lexmark or any Affiliate of thereof is not the Transferor or Tech Data is the Collection Agent, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofServicer's Compensation due. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of Servicer shall recompute the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Buyer's Percentage Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(sOwners, shall be deemed to have reconveyed to the Seller any interest they may have in the Receivables (including the Purchased Interest), together with the Related Security and Collections with respect thereto, (iv) the Servicer shall pay to the Seller any remaining Collections set aside and held by the Servicer pursuant to the first sentence of this Section 2.09, (v) the Administrative Agent shall pay to the Seller any remaining Collections held in the Administrative Agent's account and (vi) the Administrative Agent and the Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of Receivables, together with the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Related Security and Collections set aside for the Transferor pursuant to this Section 2.6with respect thereto.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata by the Company to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassCompany. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class Company (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof2.12) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investorsday. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, Company's account any remaining amounts set aside pursuant to Section 2.5 2.5(i) above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany's account, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, together with any remaining amounts set aside pursuant to Section 2.5(i) prior to the Termination Date or the day on which a Potential Termination Event occurs but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) the aggregate of all other Aggregate Unpaids owing amounts then owed (whether due or accrued) hereunder by Transferor to such Class Investorsthe Company. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount, second, in payment of all fees and expenses payable to the Company hereunder, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifth, in payment of all other Aggregate Unpaids owing amounts payable to the Class Investors, as applicable, Company and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person the Transferor as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, Company shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and any interest in and to the Affected Assets Receivables (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third second sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), Company shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests Company's interest in the Affected AssetsReceivables. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after payment in full is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.,

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAgent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the Agent, on behalf of the Company or the Bank Investors, as applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Agent, on behalf of the Company or the Bank Investors, as applicable. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassCompany or the Bank Investors, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCompany or the Bank Investors, as applicable, the amounts so set aside for such Class the Agent, on behalf of the Company or the Bank Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the Company and the Bank Investors pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds firstFIRST, in payment of the accrued Discount, SECOND, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthTHIRD, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifthFOURTH, in payment of all fees payable by the Transferor hereunder, FIFTH, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixthSIXTH, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor Collection Agent shall immediately pay to the Administrative each Funding Agent, for the benefit of the Class Investors relevant CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, Investment will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor, to be allocated to each Related Group based on its Commitment Pro Rata Share and, within each Related Group, to each Facility based on the applicable Facility Pro Rata Share. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsFunding Agents. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s accountCollection Account, for the benefit of the applicable Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, any amounts set aside pursuant to Section 2.5 2.05 above. With . (b) The Collection Agent shall implement the procedures set forth in this clause (b) (a “Partial Liquidation”) with respect to the Related Group of any Liquidating Related Group under Section 2.26. On each ClassBusiness Day, until the portion of such Related Group’s Facility A Net Investment is reduced to zero, and provided that no Termination Date has been declared or has occurred, the Collection Agent shall apply out of the Percentage Factor of Collections received on or before such Business Day and not previously applied, funds in the following manner: (i) first, set aside and hold in trust for the CP Conduit Purchasers or the Committed Purchasers, as applicable, an amount equal to all Discount, Fees and the Servicing Fee accrued through such day and not so previously set aside or paid; (ii) second, on each Settlement Date (or during a Downgrade Condition, on each Weekly Settlement Date), deposit such funds as specified in Section 2.05(b) and the last day Administrative Agent shall distribute such funds as specified in Section 2.05(b); (iii) third, on each Settlement Date (or during a Downgrade Condition, on each Weekly Settlement Date), pay to the Funding Agent for such Liquidating Related Group an amount equal to such Liquidating Related Group’s Liquidation Share of each Tranche Period all remaining Collections, up to occur on or after the amount of such Liquidating Related Group’s Facility A Net Investment, in payment of such Liquidating Related Group’s Facility A Net Investment; and (iv) fourth, apply the balance of such Collections to the purchase of additional undivided percentage interests pursuant to Section 2.02 (b) hereof. (c) On the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Classand on each day thereafter, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so depositedCollection Account, for the benefit of the Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, the amounts so set aside for Percentage Factor of all Collections received on such Class Investorsday, pursuant to and the second preceding sentence, but not to exceed Administrative Agent shall distribute such funds in the sum following order of priority: (i) the accrued Discount (whichfirst, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, accrued Discount and all Fees payable by the Collection Agent shall distribute funds firstTransferor; (ii) second, if the Transferor, Tech Data Tyson or any Affiliate of the Transferor or Tech Data Tyson is not then the Collection Agent, to the Collection Agent’s account, in payment in full of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, ; (iii) third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment to zero and the repayment in full of all Term-out Period Advances, to be allocated to any Tranche Period ending each Related Group based on such dateits Commitment Pro Rata Share and, fifthwithin each Related Group, to each Facility based on the applicable Facility Pro Rata Share; (iv) fourth, in payment in full of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixthnot covered in clauses (i) through (iii) above; and (v) fifth, if the Transferor, Tech Data Tyson or any Affiliate of the Transferor or Tech Data Tyson is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s accountCollection Account, shall distribute such amounts to the Class Investors, each as Funding Agents for the CP Conduit Purchasers and/or the Committed Purchasers entitled thereto as set forth abovein accordance with the records maintained by the Funding Agents pursuant to Section 2.24; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. . (d) Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees Term-out Period Advances have been paid in full and all accrued Discount, Fees, Servicing Fees and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Classshall equal zero, (ii) the Administrative Agent, on behalf of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, shall be considered to have reconveyed to the Transferor all of the Class InvestorsCP Conduit Purchasers’ and the Committed Purchasers’ right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, and (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)CP Conduit Purchasers and the Committed Purchasers, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class InvestorsCP Conduit Purchasers’ and the Committed Purchasers’ respective interests in the Affected AssetsReceivables and Related Security, Collections and Proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period. (e) Subject to Section 2.16, the Collection Agent shall remit Transferor may, by delivery of a Reduction Notice to the Administrative Agent and each Funding Agent by telecopy, at any time and from time to time reduce the Net Investment, in whole or in part, upon at least three Business Days’ prior notice to the Administrative Agent before 11:00 a.m., New York City time; provided, however, that each partial reduction of the Net Investment shall be in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000 in the aggregate. Upon the date specified in such Reduction Notice for such reduction, the Transferor such portion of Collections set aside shall immediately pay to the relevant Funding Agent, for the Transferor pursuant benefit of the applicable CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to this Section 2.6the Commitment Pro Rata Share of the applicable Related Group of such targeted reduction, to be allocated within such Related Group to each Facility based on the applicable Facility Pro Rata Share. Such amount shall be applied to reduce the Net Investment of Tranche Periods selected by the Funding Agents.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount to each Class, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6. Section 2.4 SECTION 2.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such Class, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount to each Class, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative AgentAgents for the Related Groups, for the benefit of the Class applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such amounts aggregate amount shall be paid to such Administrative Agents ratably in accordance with the portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for a Related Group shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods applicable to such Related Group selected by the Class Agent for such Class. With respect to each Class, on Administrative Agent. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing for such Classcontinuing, the Collection Agent shall set aside and hold in trust for the applicable Class Agent, on behalf of the Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall day. The Collections so set aside and hold shall be allocated, among the Related Groups ratably in trust for accordance with the Transferor such portion of Collections not allocated to the Class InvestorsNet Investment held by each such Related Group. On each such the Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there has occurred and is no grace period occurscontinuing, the Collection Agent shall deposit to the each Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassInvestors, any amounts set aside pursuant to Section 2.5 aboveabove which have been allocated to such Administrative Agent's Related Group as described in Section 2.5. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or Date, during the continuance of a Termination Event or Potential Termination Event for such ClassEvent, the Collection Agent shall deposit to the each Administrative Agent’s 's account to the extent not already so deposited, for the benefit of the Class applicable Investors for such Classin its Related Group, the amounts so set aside for that have been allocated to the Investors in such Class Investors, Related Group pursuant to the second preceding sentencethis Section 2.6, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for so allocated to the Investors in such Class, Related Group pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If with respect to any Tranche Period there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds first, in payment of the accrued Discount for such Tranche Period, second, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is not then the Collection Agent, to the Collection Agent’s 's account, in payment of the Servicing Fee payable to the Collection AgentAgent to the extent allocable to such Tranche Period, secondthird, in reduction of the Net Investment allocated to such Tranche Period fourth, in payment of all fees payable by the Transferor hereunder to the Administrative Agent or any members of the Class Investors, third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such daterelevant Related Group, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, members of such Related Group and sixth, if the Transferor, Tech Data the Seller or any Affiliate of the Transferor or Tech Data the Seller is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection AgentAgent to the extent such Servicing Fee is allocable to such Tranche Period. The applicable Administrative Agent, upon its receipt of such amounts in the such Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Investors in its Related Group entitled thereto as set forth above; provided that if the such Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the such Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the such Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. For purposes of this Section 2.6, the Agent shall be deemed to be a member of the Related Group that includes Paradigm. (c) Following the later to occur of the Termination Date and the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest)) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using Eligible Asset (including, without limitation, the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) Breakage Fee for such Tranche Period Eligible Asset then payable pursuant to Section 2.14), (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.07 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.07 on any Provisional Liquidation Day which remain after is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to the first sentence of Section 2.06 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the second sentence of this Section 2.07, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment in full of the aforementioned amountsaccrued Yield for such Eligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Servicing Collection Agent Fee for payable with respect to such Tranche PeriodEligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing accrued Yield for such Eligible Asset (but, in the case of the Breakage Fee payable for such Eligible Asset, only to the Collection Agentextent the Agent shall elect to pay such Breakage Fee from Collections attributable to such Eligible Asset under this Section 2.07 rather than from other funds pursuant to Section 2.14), second, in payment reduction of all fees payable by the Transferor to the Administrative Agent or any Capital of the Class Investorssuch Eligible Asset, third, in payment of the accrued Discount other amounts payable to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicableOwner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agentfourth, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for On each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class Liquidation Day and on each day thereafter, and on Provisional Liquidation Day during each day on which a Termination Event or Potential Termination Event has occurred and is continuing Settlement Period for such Classeach Eligible Asset, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for Owner of such Class (or deposit into Eligible Asset the Collection Account if so required pursuant Collections of Pool Receivables attributable to Section 2.12 hereof) the Percentage Factor for such Class of all Collections Eligible Asset received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class InvestorsDay. On the last day of each such Termination Date or the day on which a Termination Event or Potential Termination Event Settlement Period for such Class for which there is no grace period occurseach Eligible Asset, the Collection Agent shall deposit to the Administrative Agent’s account, 's Account for the benefit account of the applicable Class Investors for Owner of such Class, any Eligible Asset the amounts set aside pursuant to Section 2.5 above. With respect to each Class, on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, sentence but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined Yield for such purpose using the CP Rate most recently determined by the related Class AgentEligible Asset, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion Capital of the Net Investment allocated to such Tranche Period and Eligible Asset, (iii) all other Aggregate Unpaids owing the accrued Collection Agent Fee payable with respect to such Class InvestorsEligible Asset and (iv) the aggregate amount of other amounts owed hereunder by the Seller to the Owner of such Eligible Asset. On such day, the Collection Agent shall deposit to its account, from the Any amounts set aside for such Class, pursuant to the first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to the preceding sentence shall be paid to the Seller by the Collection Agent; provided, however, that if amounts are set aside pursuant to the first sentence of this Section 2.06 on any Provisional Liquidation Day which remain after payment in full is subsequently determined not to be a Liquidation Day, such amounts shall be applied pursuant to clause (ii) of the aforementioned amountsfirst sentence of Section 2.05 on the day of such subsequent determination. Upon receipt of funds deposited to the Agent's Account pursuant to the preceding sentence, the Agent shall distribute them (i) to the Owner of such Eligible Asset (a) in payment of the accrued Servicing Fee Yield for such Tranche PeriodEligible Asset, (b) in reduction (to zero) of the Capital of such Eligible Asset and (c) in payment of any other amounts owed by the Seller hereunder to such Owner and (ii) to the Collection Agent in payment of the accrued Collection Agent Fee payable with respect to such Eligible Asset. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, <PAGE> 29 23 the Collection Agent shall distribute funds funds, first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee payable to the Collection Agentaccrued Yield for such Eligible Asset, second, in payment reduction of all fees payable by the Transferor to the Administrative Agent or any Capital of the Class Investorssuch Eligible Asset, third, in payment of the accrued Discount other amounts payable to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such date, fifth, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicableOwner, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agentfourth, in payment of the Servicing accrued Collection Agent Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s account, shall distribute such amounts to the Class Investors, each as entitled thereto as set forth above; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Class, (ii) the Administrative Agent, on behalf of the Class Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s), shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Class Investors’ respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Eligible Asset.

Liquidation Settlement Procedures. If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such ClassAgent. With respect to each Class, on On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event (other than a Conduit Termination Event) has occurred and is continuing for such Classcontinuing, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class Agent, on behalf of the Company or the Bank Investors, as applicable, (or deposit into the Collection Account if so required pursuant to Section 2.12 2.11 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Agent, on behalf of the Company or the Bank Investors, as applicable. On each such the Termination Date or the any day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period (other than a Conduit Termination Event) occurs, the Collection Agent Servicer shall deposit to the Administrative Agent’s 's account, for the benefit of the applicable Class Investors for such ClassCompany or the Bank Investors, as applicable, any amounts set aside pursuant to Section 2.5 above. With respect to each Class, on On the last day of each Tranche Period to occur on or after such the Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class(other than a Conduit Termination Event), the Collection Agent Servicer shall deposit to the Administrative Agent’s 's account (to the extent not already so deposited), for the benefit of the Class Investors for such ClassCompany and the Bank Investors, as applicable, the amounts so set aside for such Class the Agent, on behalf of the Company or the Bank Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class InvestorsUnpaids. On such day, the Collection Agent Servicer shall deposit to its the Agent's account, from the amounts set aside for such Classthe Company and the Bank Investors, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent Servicer to distribute funds in payment in full of the aforementioned amounts, the Collection Agent Servicer shall distribute funds firstin the following order of priority: FIRST, in payment of the accrued Discount; SECOND, if the Transferor, Tech Data the Parent or any an Affiliate of the Transferor or Tech Data the Parent is not then the Collection AgentServicer, to the Collection Agent’s Servicer's account, in payment of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, third, in payment of the accrued Discount to each Class, fourthServicer; THIRD, in reduction of the Net Investment allocated to any Tranche Period ending on such date; FOURTH, fifthin payment of all fees payable by the Transferor under the Fee Letter or hereunder; FIFTH, in payment of all other Aggregate Unpaids owing to the Class Investors, as applicable, Unpaids; and sixthSIXTH, if the Transferor, Tech Data the Parent or any an Affiliate of the Transferor or Tech Data the Parent is the Collection AgentServicer, to its account as Collection AgentServicer, in payment of the Servicing Fee payable to the such Person as Collection AgentServicer. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s 's account, shall distribute such amounts to the Class Investors, each as Company and/or the Bank Investors entitled thereto as set forth above; provided PROVIDED that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent Servicer shall recompute the Percentage Factor for each ClassFactor, (ii) the Administrative Agent, on behalf of the Class Company and the Bank Investors, shall be considered to have reconveyed to the Transferor all of the Class Investors’ Agent's right, title and interest in and to the Affected Assets (including the Transferred Interest), (iii) the Collection Agent Servicer shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)Company and the Bank Investors, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary or reasonably requested by the Transferor to terminate the Class Investors’ respective Agent's interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent Servicer shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6.

Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date for such Class Date, the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from previously received Collections, an amount equal to the amount such that, when applied in reduction of to reduce the Aggregate Net Investment, will result in an Aggregate a Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts amount shall be applied pro rata to the reduction of reduce the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on Funding Agents. (b) On the Termination Date for such Class and on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent shall set aside and hold in trust for the applicable Class Investors for such Class (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof) the Percentage Factor for such Class of all Collections received on such day and shall set aside and hold in trust for the Transferor such portion of Collections not allocated to the Class Investors. On each such Termination Date or the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occurs, the Collection Agent shall deposit transfer to the Administrative Agent’s account, for the benefit of the applicable Class Investors for such ClassCP Conduit Purchasers or the Committed Purchasers, as applicable, any amounts set aside pursuant to Section 2.5 2.05 above. With . (c) Subject to Section 2.26(a) with respect to each Class, on the last day Non-Extending Committed Purchaser that is not required to transfer and assign its Commitment pursuant to Section 2.26(b)(ii) of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Classthis Agreement, the Collection Agent shall deposit implement the procedures set forth in this clause (c)(a "Partial Liquidation"). On each Business Day until such Liquidating Purchaser Group's Net Investment is reduced to zero, and provided that no Termiantion Event has been declared or has occurred and that no Potential Termination Event has occurred and is continuing, the Collection Agent shall apply, out of the Percentage Factor of Collections received and not previously applied, funds in the following manner: (i) transfer to the Administrative Agent for the benefit of the CP Conduit Purchasers and the Commited Purchasers an amount equal to all Discount on all Tranches, Fees and the Servicing Fee, in each case accrued through such day and not so previously set aside or paid. The Administrative Agent shall then pay to the Funding Agent for the CP Conduit Purchasers and the Committed Purchasers the amount of Fees and Discount on all Tranches that has accrued during such calendar week on the Weekly Settlement Date; (ii) pay to the Funding Agent for such Liquidating Purchaser Group an amount equal to such Liquidating Purchaser Group's Liquidation Share of all remaining Collections, up to the amount of such Liquidating Purchaser Group's Net Investment, in payment of such Liquidating Purchaser Group's Net Investment; and (iii) apply the balance of such Collections to the purchase of additional undivided percentage interests pursuant to Section 2.02(b) hereof. (d) On the Termination Date and on each Business Day thereafter, and on each Business Day on which a Potential Termination Event has occurred and is continuing, the Collection Agent shall transfer to the Administrative Agent’s account to the extent not already so deposited, for the benefit of the Class Investors for such ClassCP Conduit Purchasers and the Committed Purchasers, as applicable, the amounts so set aside for Percentage Factor of all Collections received on such Class Investorsday, pursuant to be applied to the second preceding sentence, but not to exceed the sum payment in full of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period Period, (ii) the portion of the Net Investment allocated to such Tranche Period Period, and (iii) all other Aggregate Unpaids owing to such Class Investorsnot covered in clauses (i) and (ii). On each such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, the CP Conduit Purchasers and the Committed Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche Period. If there shall be insufficient funds on deposit for the Collection Agent to distribute funds in payment in full of the aforementioned amounts, the Collection Agent shall distribute funds in the following order of priority: (i) first, if in payment in full of the accrued Discount and all Fees payable by the Transferor; (ii) second, Tech Data if C&A or any Affiliate of the Transferor or Tech Data C&A is not then the Collection Agent, to the Collection Agent’s 's account, payment in payment full of the Servicing Fee payable to the Collection Agent, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class Investors, ; (iii) third, in payment of the accrued Discount to each Class, fourth, in reduction of the Net Investment allocated to any Tranche Period ending on such datezero; (iv) fourth, fifth, payment in payment full of all other Aggregate Unpaids owing to the Class Investors, as applicable, and sixthnot covered in clauses (i) through (iii) above; and (v) fifth, if the Transferor, Tech Data C&A or any Affiliate of the Transferor or Tech Data C&A is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s accountamounts, shall distribute such amounts to the Class Investors, each as Funding Agents for the CP Conduit Purchasers and/or the Committed Purchasers entitled thereto as set forth abovein accordance with the records maintained by the Funding Agents pursuant to Section 2.24; provided that if the Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof. . (e) Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Discount, Fees, Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full, (i) the Collection Agent shall recompute the Percentage Factor for each Classshall equal zero, (ii) the Administrative Agent, on behalf of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, shall be considered to have reconveyed to the Transferor all of the Class Investors’ CP Conduit Purchasers' and the Committed Purchasers' right, title and interest in in, to and to under the Affected Assets (including the Transferred Interest)Receivables and Related Security, Collections and Proceeds with respect thereto, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent pursuant to the third sentence of this Section 2.6 and (iv) the Administrative Agent, on behalf of the applicable Class Investor(s)CP Conduit Purchasers and the Committed Purchasers, shall execute and deliver to the Transferor, at the Transferor’s 's expense, such documents or instruments as are necessary to terminate the Class Investors’ CP Conduit Purchasers' and the Committed Purchasers' respective interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche PeriodReceivables and Related Security, Collections and Proceeds with respect thereto, and (iv) the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.62.06. Any such documents shall be prepared by or on behalf of the Transferor.

Liquidation Settlement Procedures. If at any time on or prior to On the Termination Expiration Date for such Class the Aggregate Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agent, for the benefit of the Class Investors from previously received Collections, an amount equal to the amount such that, when applied in reduction of the Aggregate Net Investment, will result in an Aggregate Percentage Factor less than or equal to the Maximum Percentage Factor. Such amounts shall be applied pro rata to the reduction of the Net Investment for each Class of the Tranche Periods selected by the Class Agent for such Class. With respect to each Class, on the Termination Date for such Class and --------------------------------- on each day thereafter, and on each day on which a Termination Event or Potential Termination Event has occurred and is continuing for such Class, the Collection Agent Servicer shall set aside and hold in trust for the applicable Class Investors for such Class Owners, an amount equal to the product of (or deposit into the Collection Account if so required pursuant to Section 2.12 hereofi) the Buyer's Percentage Factor for such Class of all Collections Interest, expressed as a decimal and (ii) Collections, if any, received on such day and shall day. Any amount not so required to be set aside and hold held in trust for the Transferor such portion Owners, following each calculation of Collections not allocated to the Class InvestorsCollections, allocation and Buyer's Percentage Interest, shall be set aside and held in trust for the Seller. On the last day of the Tranche Period for each such Termination Date Tranche to occur on or after the day on which a Termination Event or Potential Termination Event for such Class for which there is no grace period occursExpiration Date, the Collection Agent Servicer shall deposit to the Administrative Agent’s account, amount which has been held in trust for the benefit of the applicable Class Investors for such ClassOwners, together with any remaining amounts set aside pursuant to Section 2.5 above. With respect to each Class2.08(a), on the last day of each Tranche Period to occur on or after such Termination Date for such Class or during the continuance of a Termination Event or Potential Termination Event for such Class, the Collection Agent shall deposit to into the Administrative Agent’s 's account indicated on the signature page hereof, for distribution to the extent not already so deposited, for Owners in accordance with this Agreement and the benefit of the Class Investors for such Class, the amounts so set aside for such Class Investors, pursuant to the second preceding sentence, but not to exceed the sum of (i) the accrued Discount (which, in the case of Discount computed by reference to the CP Rate with respect to any Class Conduit that utilizes “pool” funding, shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent, multiplied by the Fluctuation Factor) for such Tranche Period (ii) the portion of the Net Investment allocated to such Tranche Period and (iii) all other Aggregate Unpaids owing to such Class Investors. On such day, the Collection Agent shall deposit to its account, from the amounts set aside for such Class, pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee for such Tranche PeriodAsset Purchase Agreement. If there shall be insufficient funds on deposit for the Collection Administrative Agent to distribute funds in payment in full of the aforementioned amountsamounts to an Owner, the Collection Administrative Agent shall distribute funds first, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is not then the Collection Agent, to the Collection Agent’s account, in payment of the Servicing Fee all fees and expenses payable to the Collection Agent----- Buyer, second, in payment of all fees payable by the Transferor to the Administrative Agent or any of the Class InvestorsDiscount due, third, in payment reduction of the accrued Discount to each Class, fourth, in reduction such ------ ----- Owner's percentage of the Net Investment allocated to any such Tranche Period ending on such datePeriod, fifthand fourth, in payment of all other Aggregate Unpaids owing (whether due or accrued). If ------ the Expiration Date was caused by an event described in clause (v) of the definition of such term, then following the distribution of funds described in the immediately preceding sentence, the Servicer shall withdraw from the funds held in trust for the Seller and pay to the Class Investors, as applicable, and sixth, if the Transferor, Tech Data or any Affiliate of the Transferor or Tech Data is the Collection Agent, to its account as Collection Agent, in payment of the Servicing Fee payable to such Person as Collection Agent. The Administrative Agent, upon its receipt for distribution to the Owners, an amount sufficient to ensure payment in full of such the amounts set forth in clauses first, second and fourth of the immediately ----- ------ ------ preceding sentence. Any amounts held in trust for the Seller and not withdrawn to make the payments set forth in the Administrative Agent’s account, immediately preceding sentence shall distribute such amounts be distributed to the Class Investors, each as entitled thereto as set forth above; provided that if Seller on the Administrative Agent shall have insufficient funds to pay all last day of the above amounts in full on any such date, the Administrative Agent shall pay such amounts in the order of priority set forth above and, with respect to any such category above for which the Administrative Agent shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereofTranche Period. Following the date after all Termination Dates on which the Aggregate Net Investment has been reduced to zero, zero and all accrued Discount and Servicing Fees have been paid in full due and all other Aggregate Unpaids have been indefeasibly paid in full, (i) upon retransfer by the Collection Administrative Agent to the Seller of all of its right, title and interest to and under the Receivables and all Related Security and Collections, the Deferred Purchase Price shall recompute the Percentage Factor for each Classbe deemed to have been paid in full, (ii) the Administrative Agent, on behalf of the Class Investors, Buyer's Percentage Interest shall be considered deemed to be zero, (iii) the Owners shall be deemed to have reconveyed to the Transferor all of the Class Investors’ right, title and Seller any interest in and to the Affected Assets Receivables (including the Transferred Purchased Interest), (iiiiv) the Collection Agent Servicer shall pay to the Transferor Seller any remaining Collections set aside and held by the Collection Agent Servicer pursuant to the third first sentence of this Section 2.6 2.09 and (ivv) the Administrative Agent, on behalf of Agent and the applicable Class Investor(s), Owners shall execute and deliver to the TransferorSeller, at the Transferor’s Seller's expense, such documents or instruments as are reasonably necessary to terminate the Class Investors’ respective interests Owners' interest in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. On the last day of each Tranche Period, the Collection Agent shall remit to the Transferor such portion of Collections set aside for the Transferor pursuant to this Section 2.6Receivables.