amendment2taa






                                                               Execution Version                          SECOND AMENDMENT TO THE    AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT         This SECOND AMENDMENT     TO THE AMENDED AND RESTATED TRANSFER  AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of April 23, 2020 (the  “Effective Date”), is entered into by and among the following parties:         (i)   TECH DATA FINANCE SPV, INC., as Transferor;         (ii)  TECH DATA CORPORATION, as Collection Agent;         (iii) THE BANK OF NOVA SCOTIA, as Administrative Agent, as Class Agent and              as a Bank Investor for the Scotia Bank Class;         (iv)  LIBERTY STREET FUNDING LLC, as Class Conduit for the Scotia Bank Class;         (v)   PNC BANK, NATIONAL ASSOCIATION, as Class Agent and as a Bank              Investor for the PNC Class;         (vi)  MUFG BANK, LTD. (f/k/a The Bank of Tokyo Mitsubishi UFJ, Ltd., New York              Branch), as Class Agent and as a Bank Investor for the MUFG Class;         (vii) VICTORY RECEIVABLES CORPORATION, as Class Conduit for the MUFG              Class;         (viii) MIZUHO BANK, LTD., as Class Agent and as a Bank Investor for the Mizuho              Class;         (ix)  BNP PARIBAS, as Class Agent and as a Bank Investor for the BNP Class;         (x)   STARBIRD FUNDING CORPORATION, as Class Conduit for the BNP Class         Capitalized terms used but not otherwise defined herein (including such terms used above  and in Schedule A) have the respective meanings assigned thereto in the Amended Transfer and  Administration Agreement described below.                                 BACKGROUND         1.    The parties hereto have entered into the Amended and Restated Transfer and  Administration Agreement, dated as of August 8, 2017 (as amended, amended and restated,  supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration  Agreement”, and as amended on the date hereof, the “Second Amended TAA”).         2.    The parties hereto desire to amend the Transfer and Administration Agreement as  set forth herein.         NOW, THEREFORE, with the intention of being legally bound hereby, and in  consideration of the mutual undertakings expressed herein, each party to this Amendment hereby  agrees as follows:                                                   [AM_ACTIVE 401904462_3] 





 






       SECTION 1.  Amendment  of Transfer and Administration Agreement.  In the first   sentence of Section 2.04(b) of the Transfer and Administration Agreement, “thirty (30) days’” is   replaced with “three (3) Business Days’”.          SECTION 2.  Representations and Warranties of the Transferor and Collection Agent.    The Transferor and Collection Agent hereby represent and warrant to each of the parties hereto   as of the date hereof as follows:                (a)   Representations and Warranties.  The representations and warranties         made by it in Section 6.01 or Section 6.02, as applicable, of the Transfer and         Administration Agreement are true and correct on and as of the date hereof unless such         representations and warranties by their terms refer to an earlier date, in which case they         shall be true and correct on and as of such earlier date.                (b)   Power and Authority; Due Authorization.  It has all necessary power and         authority to execute and deliver this Amendment and perform its obligations under this        Amendment (including the Second Amended TAA).                (c)   Binding Obligations.  This Amendment (including the Second Amended        TAA)  constitutes the legal, valid and binding obligation of such party, enforceable        against it in accordance with its terms, except (i) as such enforceability may be limited by        applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws        affecting the enforcement of creditors’ rights generally and (ii) as such enforceability         may be limited by general principles of equity, regardless of whether such enforceability         is considered in a proceeding in equity or at law.                (d)   No Termination Event.  No Termination Event or Potential Termination         Event has occurred and is continuing, and no Termination Event or Potential Termination         Event would result from this Amendment.          SECTION 3.  Effect of Amendment; Ratification.  All provisions of the Transfer and   Administration Agreement and the other Transaction Documents, as expressly amended and   modified by this Amendment, shall remain in full force and effect.  After this Amendment   becomes effective, all references in the Transfer and Administration Agreement (or in any other   Transaction Document) to “this Amended and Restated Transfer and Administration   Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the   Transfer and Administration Agreement shall be deemed to be references to the Second   Amended TAA.  This Amendment shall not be deemed, either expressly or impliedly, to waive,  amend or supplement any provision of the Transfer and Administration Agreement other than as   set forth herein.  The Transfer and Administration Agreement, as amended by this Amendment,   is hereby ratified and confirmed in all respects.          SECTION 4.  Conditions to Effectiveness.  This Amendment shall become effective as   of the Effective Date upon receipt of counterparts hereto duly executed by each of the parties   hereto.          SECTION 5.  Severability.  Any provisions of this Amendment which are prohibited or   unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such                                          2          [AM_ACTIVE 401904462_3] 





 






prohibition or unenforceability without invalidating the remaining provisions hereof, and any  such prohibition or unenforceability in any jurisdiction shall not invalidate or render  unenforceable such provision in any other jurisdiction.         SECTION 6.  Counterparts.  This Amendment may be executed in any number of  counterparts, each of which when so executed shall be deemed to be an original and all of which  when taken together shall constitute one and the same agreement.  Delivery of an executed  counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of  an originally executed counterpart.         SECTION 7.  GOVERNING LAW AND JURISDICTION.          (a)   THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE  PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401  AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,  BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS  THEREOF.         (b)   EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE  NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT  SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO  HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION  OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE  COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE  PARTIES  HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT  THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO  THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  THE PARTIES HERETO  AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL  BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON  THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.         SECTION 8.  Section Headings.  The various headings of this Amendment are included  for convenience only and shall not affect the meaning or interpretation of this Amendment, the  Amended Transfer and Administration Agreement or any provision hereof or thereof.                                [Signature pages follow.]                                          3         [AM_ACTIVE 401904462_3] 





 












 






                  THE BANK OF NOVA SCOTIA,   as Administrative Agent       By:               Name: Doug  Noe  Title: Managing  Director                  THE BANK OF NOVA SCOTIA,   as Class Agent for the Scotia Bank Class       By:               Name: Doug  Noe  Title: Managing  Director      THE BANK OF NOVA SCOTIA,   as a Bank Investor for the Scotia Bank Class       By:               Name: Doug  Noe  Title: Managing  Director      LIBERTY STREET FUNDING LLC,   as Class Conduit for the Scotia Bank Class       By:               Name:    Title:                                                   Second Amendment to the  Amended and Restated Transfer and Administration Agreement 





 






 THE BANK OF NOVA SCOTIA,  as Administrative Agent    By:   Name:  Title:    THE BANK OF NOVA SCOTIA,  as Class Agent for the Scotia Bank Class    By:   Name:  Title:    THE BANK OF NOVA SCOTIA,  as a Bank Investor for the Scotia Bank Class    By:   Name:  Title:    LIBERTY STREET FUNDING LLC,  as Class Conduit for the Scotia Bank Class    By:   Name: gáää=^K=oìëëç  Title: sáÅÉ=mêÉëáÇÉåí                            Second Amendment to the Amended and Restated Transfer and Administration Agreement





 












 






                  MUFG BANK, LTD.,   as a Bank Investor for the MUFG Class       By:               Name: Eric  Williams  Title: Managing   Director      MUFG BANK, LTD.,   as a Class Agent for the MUFG Class       By:               Name: Eric   Williams  Title: Managing   Director      VICTORY RECEIVABLES CORPORATION,    as a Class Conduit of the MUFG Class        By:               Name:    Title:                                                                                 Second Amendment to the  Amended and Restated Transfer and Administration Agreement 





 






                  MUFG BANK, LTD.,   as a Bank Investor for the MUFG Class       By:                                          Name:       Title:          MUFG BANK, LTD.,   as a Class Agent for the MUFG Class       By:                                          Name:       Title:          VICTORY RECEIVABLES CORPORATION,    as a Class Conduit of the MUFG Class        By:                                          Name:       Title:                                                                                   Second Amendment to the  Amended and Restated Transfer and Administration Agreement 





 






                  MIZUHO BANK, LTD.,   as Class Agent for the Mizuho Class       By:               Name:    Title:        MIZUHO BANK, LTD.,   as a Bank Investor for the Mizuho Class       By:               Name:    Title:                                                   Second Amendment to the  Amended and Restated Transfer and Administration Agreement 





 






                  BNP PARIBAS,   as Class Agent for the BNP Class       By:               Name: Chris  Fukuoka  Title: Vice  President   By:               Name: Advait  Joshi  Title: Director      BNP PARIBAS,   as a Bank Investor for the BNP Class       By:               Name: Chris  Fukuoka  Title: Vice  President   By:               Name: Advait  Joshi  Title: Director   STARBIRD FUNDING CORPORATION,   as a Class Conduit of the BNP Class       By:               Name:    Title:                            Second Amendment to the  Amended and Restated Transfer and Administration Agreement