Exhibit 10.1

       

       

      EXECUTION
COPY

      


      


      


      


      


      
        

        

      

      
 

      


      RECEIVABLES
PURCHASE AGREEMENT

      


      


      among

      


      


      INGRAM
FUNDING INC.,

      as
Seller

      


      


      INGRAM
MICRO INC.,

      as
Servicer

      


      


      THE
VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO

      


      


      and

      


      BNP
PARIBAS,

      


      as
Administrative Agent

      


      


      Dated as
of April 26, 2010

      


      
 

      


      
        

        

      

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
 

      
TABLE OF CONTENTS


      
        
          	 	 	
                  Page

                
	 	 	 
	
                  ARTICLE I

                	
                  AMOUNTS
      AND TERMS OF THE PURCHASES

                	 
    
	 	 	 
	
                  Section
      1.1.

                	
                  Purchase
      Facility

                	
                  1

                
	
                  Section
      1.2.

                	
                  Making
      Purchases

                	
                  2

                
	
                  Section
      1.3.

                	
                  Receivables
      Interest Computation

                	
                  3

                
	
                  Section
      1.4.

                	
                  Settlement
      Procedures

                	
                  4

                
	
                  Section
      1.5.

                	
                  Fees

                	
                  8

                
	
                  Section
      1.6.

                	
                  Payments
      and Computations, Etc

                	
                  8

                
	
                  Section
      1.7.

                	
                  Increased
      Costs

                	
                  9

                
	
                  Section
      1.8.

                	
                   Requirements
      of Law

                	
                  10

                
	
                  Section
      1.9.

                	
                  Taxes

                	
                  10

                
	
                  Section
      1.10.

                	
                  Inability
      to Determine Eurodollar Rate

                	
                  14

                
	 	 	 
	
                  ARTICLE
      II

                	
                  REPRESENTATIONS
      AND WARRANTIES; COVENANTS; TERMINATION EVENTS

                	 
    
	 	 	 
	
                  Section
      2.1.

                	
                  Representations
      and Warranties; Covenants

                	
                  15

                
	
                  Section
      2.2.

                	
                  Termination
      Events

                	
                  15

                
	 	 	 
	
                  ARTICLE
      III

                	
                  INDEMNIFICATION

                	 
    
	 	 	 
	
                  Section
      3.1.

                	
                  Indemnities
      by the Seller

                	
                  18

                
	
                  Section
      3.2.

                	
                  Indemnification
      by the Servicer

                	
                  21

                
	 	 	 
	
                  ARTICLE
      IV

                	
                  ADMINISTRATION
      AND COLLECTIONS

                	 
    
	 	 	 
	
                  Section
      4.1.

                	
                  Appointment
      of Servicer

                	
                  21

                
	
                  Section
      4.2.

                	
                  Duties
      of Servicer

                	
                  22

                
	
                  Section
      4.3.

                	
                  Blocked
      Account Arrangements

                	
                  24

                
	
                  Section
      4.4.

                	
                  Enforcement
      Rights

                	
                  24

                
	
                  Section
      4.5.

                	
                  Responsibilities
      of the Originator; Assignment of Rights Under Receivables Sale
      Agreement

                	
                  25

                
	
                  Section
      4.6.

                	
                  Servicing
      Fee

                	
                  26

                
	 	 	 
	
                  ARTICLE
      V

                	
                  THE
      AGENTS

                	 
    
	 	 	 
	
                  Section
      5.1.

                	
                  Appointment
      and Authorization

                	
                  26

                
	
                  Section
      5.2.

                	
                  Delegation
      of Duties

                	
                  28

                
	
                  Section
      5.3.

                	
                  Exculpatory
      Provisions

                	
                  28

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          TABLE
OF CONTENTS

          (continued)


          
            
              	
                      Page

                    
	 


            

          

        

        
          	
                  Section
      5.4.

                	
                  Reliance
      by Agents

                	
                  28

                
	
                  Section
      5.5.

                	
                  Notice
      of Termination Events

                	
                  29

                
	
                  Section
      5.6.

                	
                  Non-Reliance
      on Administrative Agent, Purchaser Agents and Other
    Purchasers

                	
                  29

                
	
                  Section
      5.7.

                	
                  Administrative
      Agent and Affiliates

                	
                  30

                
	
                  Section
      5.8.

                	
                  Indemnification

                	
                  30

                
	
                  Section
      5.9.

                	
                  Successor
      Administrative Agent

                	
                  30

                
	 	 	 
	
                  ARTICLE
      VI

                	
                  MISCELLANEOUS

                	 
    
	 	 	 
	
                  Section
      6.1.

                	
                  Amendments,
      Etc

                	
                  31

                
	
                  Section
      6.2.

                	
                  Notices,
      Etc

                	
                  31

                
	
                  Section
      6.3.

                	
                  Successors
      and Assigns; Participations; Assignments

                	
                  31

                
	
                  Section
      6.4.

                	
                  Costs,
      Expenses and Taxes

                	
                  34

                
	
                  Section
      6.5.

                	
                  No
      Proceedings; Limitation on Payments

                	
                  35

                
	
                  Section
      6.6.

                	
                  Confidentiality

                	
                  35

                
	
                  Section
      6.7.

                	
                  GOVERNING
      LAW AND JURISDICTION

                	
                  36

                
	
                  Section
      6.8.

                	
                  Execution
      in Counterparts

                	
                  37

                
	
                  Section
      6.9.

                	
                  Termination;
      Survival of Termination

                	
                  37

                
	
                  Section
      6.10.

                	
                  WAIVER
      OF JURY TRIAL

                	
                  37

                
	
                  Section
      6.11.

                	
                  Sharing
      of Recoveries

                	
                  37

                
	
                  Section
      6.12.

                	
                  Right
      of Setoff

                	
                  38

                
	
                  Section
      6.13.

                	
                  Entire
      Agreement

                	
                  38

                
	
                  Section
      6.14.

                	
                  Headings

                	
                  38

                
	
                  Section
      6.15.

                	
                  Conduit
      Purchaser’s Liabilities

                	
                  38

                
	
                  Section
      6.16.

                	
                  Purchaser
      Groups’ Liabilities

                	
                  38

                


        

        


        


        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

        


        


        
          	
                  EXHIBIT
      I

                	
                  –

                	
                  DEFINITIONS

                	
                  I-1

                
	
                  EXHIBIT
      II

                	
                  –

                	
                  CONDITIONS
      OF PURCHASES

                	
                  II-1

                
	
                  EXHIBIT
      III

                	
                  –

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  III-1

                
	
                  EXHIBIT
      IV

                	
                  –

                	
                  COVENANTS

                	
                  IV-1

                
	
                  EXHIBIT
      V

                	
                  –

                	
                  TERMINATION
      EVENTS

                	
                  V-1

                
	
                  EXHIBIT
      VI

                	
                  –

                	
                  SUPPLEMENTAL
      PERFECTION REPRESENTATIONS, WARRANTIES
      AND COVENANTS

                	
                  VI-1

                
	 
    	 
    	 
    	 
    
	 	 	 	 
	
                  SCHEDULE
      I

                	
                  –

                	
                  CREDIT
      AND COLLECTION POLICY

                	 
    
	
                  SCHEDULE
      II

                	
                  –

                	
                  BLOCKED
      ACCOUNT BANKS AND BLOCKED ACCOUNTS

                	 
    
	
                  SCHEDULE
      III

                	
                  –

                	
                  TRADE
      NAMES

                	 
    
	
                  SCHEDULE
      IV

                	
                  –

                	
                  SPECIAL
      CONCENTRATION PERCENTAGES

                	 
    
	
                  SCHEDULE
      V

                	
                  –

                	
                  OFFICES
      OF ORIGINATOR

                	 
    
	
                  SCHEDULE
      VI

                	
                  –

                	
                  PURCHASER’S
      ACCOUNTS

                	 
    
	
                  SCHEDULE
      VII

                	
                  –

                	
                  SELLER’S
      ACCOUNTS

                	 
    
	
                  SCHEDULE
      VIII

                	
                  –

                	
                  EXCLUDED
      RECEIVABLES

                	 
    
	
                  SCHEDULE
      IX

                	
                  –

                	
                  INGRAM
      COMPETITORS

                	 
    
	
                  SCHEDULE
      X

                	
                  –

                	
                  FISCAL
      MONTHS

                	 
    
	 
    	 
    	 
    	 
    
	
                  ANNEX
      A

                	
                  –

                	
                  FORM
      OF PURCHASE NOTICE

                	 
    
	
                  ANNEX
      B

                	
                  –

                	
                  FORM
      OF PAYDOWN NOTICE

                	 
    
	
                  ANNEX
      C

                	
                  –

                	
                  FORM
      OF BLOCKED ACCOUNT AGREEMENT

                	 
    
	
                  ANNEX
      D-1

                	
                  –

                	
                  FORM
      OF MONTHLY RECEIVABLES REPORT

                	 
    
	
                  ANNEX
      D-2

                	
                  –

                	
                  FORM
      OF INTERIM RECEIVABLES REPORT

                	 
    
	
                  ANNEX
      E

                	
                  –

                	
                  FORM
      OF GENERAL CORPORATE OPINION

                	 
    
	
                  ANNEX
      F

                	
                  –

                	
                  FORM
      OF ENFORCEABILITY AND CHOICE OF LAW OPINION

                	 
    
	
                  ANNEX
      G

                	
                  –

                	
                  FORM
      OF TRUE SALE OPINION AND NONCONSOLIDATION OPINION

                	 
    
	
                  ANNEX
      H

                	
                  –

                	
                  FORM
      OF PERFECTION AND PRIORITY OPINION

                	 
    
	
                  ANNEX
      I

                	
                  –

                	
                  FORM
      OF ASSUMPTION AGREEMENT

                	 
    
	
                  ANNEX
      J

                	
                  –

                	
                  FORM
      OF TRANSFER SUPPLEMENT

                	 
    
	
                  ANNEX
      K

                	
                  –

                	
                  CREDIT
      AGREEMENT

                	 
    


        

        


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      RECEIVABLES
PURCHASE AGREEMENT

      


      This
RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is
entered into as of April 26, 2010 among INGRAM FUNDING INC., a Delaware
corporation, as seller (the “Seller”), INGRAM
MICRO INC., a Delaware corporation, as initial servicer (in such capacity,
together with its successors and permitted assigns in such capacity, the “Servicer”), THE
VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and BNP
PARIBAS, a bank organized under the laws of France, acting through its New York
Branch, as program administrator (in such capacity, together with its successors
and assigns in such capacity, the “Administrative
Agent”) for each Purchaser Group.

      


      PRELIMINARY
STATEMENTS.

      


      Certain
terms that are capitalized and used throughout this Agreement are defined
in Exhibit
I.

      


      The
Seller desires to sell, transfer and assign an undivided variable percentage
interest in a pool of receivables, and the Purchasers desire, from time to time
in their sole discretion, to acquire such undivided variable percentage interest
through the Administrative Agent, as such percentage interest shall be adjusted
as hereinafter set forth.

      


      In
consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:

      


      ARTICLE
I

      


      AMOUNTS
AND TERMS OF THE PURCHASES

      


      Section
1.1. Purchase
Facility. (a) On the terms and subject to the conditions hereof, the
Seller may, from time to time before the Termination Date, request that the
Administrative Agent on behalf of each of the Conduit Purchasers, based on its
Purchaser Group’s Ratable Share, or, only if a Conduit Purchaser denies such
request or is unable to fund or otherwise fails to comply with such request,
ratably require that the Administrative Agent, on behalf of the related
Alternate Purchasers based on their respective Percentages, make such purchases
(each, a “Purchase”) of
undivided percentage ownership interests with regard to the Receivables Interest
from the Seller from time to time from the date hereof. If a Conduit Purchaser
denies such a request or is unable to fund, such Conduit Purchaser shall provide
notice thereof to the Seller, the Administrative Agent and the applicable
Purchaser Agent. Each Alternate Purchaser shall, on the terms and subject to the
conditions hereof, upon the Seller’s request and related Conduit Purchaser’s
denial or other failure to make a Purchase, fund Purchases before the
Termination Date, based on its Purchaser Group’s Ratable Share of each Purchase
requested under Section 1.2(a) (and, in the
case of each Alternate Purchaser in a Purchaser Group, its respective Percentage).
Furthermore, on each Business Day that is not a Termination Day, the Seller may
make Reinvestments out of collections as contemplated by Section 1.4(b)(ii).
Under no circumstances shall any Purchaser fund any Purchase or shall the Seller
make any Reinvestment hereunder if, after giving effect to such Purchase or
Reinvestment (i) such Purchaser’s Capital would exceed its Maximum Purchase
Amount, (ii) the Aggregate Capital would (after giving

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
effect to all Purchases and Reinvestments on
such date) exceed the Program Limit or (iii) the Receivables Interest would
exceed 100%. Nothing in this Agreement shall be deemed to be or construed as a
commitment by any Conduit Purchaser to purchase or reinvest in the Pool Assets
or the Receivables Interest.

      


      (b) The
Seller may, upon at least ten (10) Business Days’ notice to the Administrative
Agent, terminate the purchase facility provided in this Section 1.1 in whole
or, from time to time, irrevocably reduce in part the unused portion of the
Program Limit (but not below $100,000,000 (unless the Program Limit is reduced
to $0) or the amount which would cause the Group Capital of any Purchaser Group
to exceed its Group Maximum Purchase Amount (after giving effect to such
reduction)); provided that each
partial reduction shall (except for a reduction to $0) be in the amount of at
least $5,000,000 or an integral multiple of $5,000,000 in excess thereof. Such
reduction shall, unless otherwise agreed to in writing by the Seller, the
Administrative Agent and each Purchaser Agent be applied ratably to reduce the
Group Maximum Purchase Amount of each Purchaser Group.

      


      Section
1.2. Making
Purchases. (a) Each Purchase hereunder may be made on any Business Day
upon the Seller’s irrevocable written notice in the form of Annex A (each, a
“Purchase
Notice”) delivered to the Administrative Agent and each Purchaser Agent
in accordance with Section 6.2 (which
notice must be received by the Administrative Agent and each Purchaser Agent
before 4:00 p.m., New York City time) at least one (1) Business Day prior to the
requested Purchase Date, which notice shall specify: (A) the amount of Capital
requested to be paid to the Seller (which amount shall not be less than
$250,000), (B) the requested Purchase Date and (C) the pro forma calculation of
the Receivables Interest after giving effect to the increase in the Aggregate
Capital.

      


      (b) On the
date of each Purchase hereunder, each applicable Purchaser shall, upon
satisfaction of the applicable conditions set forth in Exhibit II, make
available to the Seller in same day funds, an amount equal to the Capital then
being funded by such Purchaser at the account set forth on Schedule VII or such
other account as may be designated in writing by the Seller from time to
time.

      


      (c) Effective
on the date of each Purchase pursuant to this Section 1.2 and each
Reinvestment pursuant to Section 1.4, the
Seller hereby sells and assigns to the Administrative Agent for the benefit of
the Purchasers (ratably, according to each such Purchaser’s Capital) an
undivided percentage ownership interest in (i) each Pool Receivable then
existing, (ii) all Related Security with respect to such Pool Receivables and
(iii) all Collections with respect to, and other proceeds of, such Pool
Receivables and Related Security.

      


      (d) To secure
all of the Seller’s obligations (monetary or otherwise) to the Secured Parties
under this Agreement and the other Transaction Documents to which it is a party,
whether now or hereafter existing or arising, due or to become due, direct or
indirect, absolute or contingent, the Seller hereby grants to the Administrative
Agent, for the benefit of itself and each of the other Secured Parties, a
security interest in all of the Seller’s right, title and interest (including
any undivided interest of the Seller) in, to and under all of its Property,
whether now or hereafter owned, existing or arising, including the following:
(i) all Pool Receivables, (ii) all Related Security with respect to such Pool
Receivables, (iii) all Records, (iv) all of the Seller’s

       

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      right,
title and interest in each post office box and related post office box address
and Blocked Account to which Collections are sent, all amounts on deposit
therein, all certificates and instruments, if any, from time to time evidencing
such Blocked Accounts and amounts on deposit therein, and all related agreements
between the Seller and the Blocked Account Banks, (v) all
Collections with respect to the foregoing, and (vi) all proceeds of, and all
amounts received or receivable under any or all of, the foregoing (collectively,
the “Pool
Assets”). The Administrative Agent, for the benefit of itself, the
Purchaser Agents and the Purchasers, shall have, with respect to the Pool
Assets, and in addition to all the other rights and remedies available to the
Administrative Agent and the Purchasers hereunder, all the rights and remedies
of a secured party under any applicable UCC. Notwithstanding anything to the
contrary contained herein or in any other Transaction Document, the Seller’s
interest in the foregoing is expressly subordinated in all respects to the
payment of the Capital, the Yield on the Aggregate Capital and all fees and all
other amounts payable by the Seller hereunder and under the other Transaction
Documents to the Purchasers, the Administrative Agent, the Affected Persons and
all Indemnified Parties. In connection with the grant of the transfer of
ownership of the Pool Assets set forth in Section 1 .2(c) or
the security interest in the Pool Assets set forth in this Section 1.2(d) by
signing this Agreement in the space provided, the Seller hereby authorizes
the filing
of, as applicable, UCC financing statements in all necessary jurisdictions. Upon
termination of this Agreement in accordance with Section 6.9, and so
long as no suits, actions, proceedings or claims are pending or threatened
against any Indemnified Party asserting any damages, losses or liabilities
covered under Section
3.1 or Section
3.2, (i) the security interest in the Pool Assets granted to the
Administrative Agent pursuant to this Section 1.2(d) shall
be automatically released in full and (ii) the Administrative Agent shall take
(at the Seller’s expense) such actions as are reasonably requested by the Seller
to terminate and release all of its right, title and interest (including any
security interest) in the Pool Assets.

      


      (e) The
Seller may (i) with the written consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed), add additional Persons as
Purchasers (either to an existing Purchaser Group or by creating new Purchaser
Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase
Amount in connection with a corresponding increase in the Program Limit (up to a
maximum Program Limit of $700,000,000); provided, however, that before
the Seller may add additional Persons as Purchasers under clause (i)
above, each existing
Purchaser shall have the right to increase its Maximum Purchase Amount (pro rata
based upon its share of the Program Limit before giving effect to any increase
in the Program Limit hereunder) by the amount of the increase in the Program
Limit that would result from the addition of such additional Persons as
Purchaser under clause
(i) above; provided, further, that the
Maximum Purchase Amount of any Purchaser may only be increased with the prior
written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall
become a party hereto, by executing and delivering to the Administrative Agent
and the Seller, an Assumption Agreement in the form of Annex I (which
Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be
executed by each Person in such new Purchaser’s Purchaser Group).

      


      Section
1.3. Receivables
Interest Computation. The Receivables Interest shall be initially
computed on the date of the initial Purchase hereunder. Thereafter until the
Final Payout Date, the Receivables Interest shall be automatically recomputed
(or deemed to be recomputed) on each Business Day other than a Termination Day,
it being understood that the Servicer shall not be required to provide evidence
of such automatic recomputation except as provided in

       

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

      Section 2(a) of Exhibit II. On any
day that is a Termination Day, the Receivables Interest shall (until the
event(s) giving rise to such Termination Day are satisfied or waived by the
Administrative Agent with the consent of the Majority Purchasers) be deemed to
be 100%. With respect to each calculation of the Receivables Interest, the
Ratings Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and
Fee Reserve used in such calculation shall be measured using the information
reported in the most recent Monthly Receivables Report or Interim Receivables
Report. The Receivables Interest shall become zero when the Aggregate Capital
and Aggregate Yield thereon shall have been paid in full, all the amounts owed
by the Seller hereunder to each Purchaser, the Administrative Agent, and any
other Indemnified Party or Affected Person, are paid in full and the Servicer
shall have received all accrued and unpaid Servicing Fees.

      


      Section
1.4. Settlement
Procedures. (a) The collection of the Pool Receivables shall be
administered by the Servicer in accordance with the terms of this Agreement. All
Collections of Pool Receivables shall be remitted on a daily basis to the
Blocked Accounts. The Servicer shall promptly, and in any event within one (1)
Business Day, identify and remove from each Blocked Account (and remit to the
Originator) any amounts deposited therein which are not Collections of Pool
Receivables.

      


      (b) The
Servicer shall, on each day on which Collections of Pool Receivables are
received (or deemed received) by the Seller or the Servicer:

      


      (i) set
aside and hold in trust (in a Blocked Account or other account reasonably
acceptable to the Administrative Agent and subject to a Blocked Account
Agreement) for each Purchaser and the Administrative Agent, as applicable, an
amount equal to (A) first, the Aggregate
Yield accrued and unpaid through such day for each Portion of Capital and not
previously set aside; (B) second, to the extent
funds are available therefor an amount equal to the Program Fees and other Fees
accrued and unpaid through such day and not previously set aside; (C) third, to the extent
funds are available therefor the Servicing Fee accrued and unpaid through such
day and not previously set aside; and (D) fourth, all other
amounts (other than Capital) payable hereunder or under the other Transaction
Documents to each of the Secured Parties and any other Person;


      


      (ii) subject
to Section
1.4(f), if such day is not a Termination Day, remit to the Seller, on
behalf of each Purchaser Group, the remainder of such Collections that were not
set aside pursuant to clause (i) above.
Such remainder shall be automatically reinvested in Pool Assets (a “Reinvestment”),
ratably according to each Purchaser’s Capital, and the Receivables Interest
shall be automatically recomputed pursuant to Section
1.3;

      


      (iii) if such
day is a Termination Day, set aside, segregate and hold in trust (in a Blocked
Account or other account reasonably acceptable to the Administrative Agent and
subject to a Blocked Account Agreement) for the benefit of the Purchasers after
setting aside the amounts required pursuant to clause (i) above, the
entire remainder of Collections in respect of the Aggregate Capital; provided, however, that if such
day is a Termination Day because the Receivables Interest would exceed 100%,
then Collections

       

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      


       

      required
to be so set aside pursuant to this clause (iii) shall be
limited to the amount equal to the amount necessary to reduce the Receivables
Interest to 100%, which amount shall be deposited to each Purchaser’s account
ratably with respect to each Purchaser’s Portion(s) of Capital on the next
Business Day for application to such Capital; provided, further, that if
amounts are set aside and held in trust on any Termination Day of the type described in
clause (i) of
the definition of “Termination Day” and on such day or thereafter (so long as
such funds are not theretofore applied in accordance with the immediately
preceding proviso), the conditions set forth in Section 2 of Exhibit II are
satisfied or waived by the Administrative Agent with the consent of the Majority
Purchasers, such previously set-aside amounts shall be reinvested in accordance
with Section
1.4(b)(ii) on the day of such subsequent satisfaction or waiver;
and

      


      (iv) release
to the Seller (subject to Section 1.4(f)) for
its own account any Collections in excess of: the sum of (x) amounts reinvested
in accordance with Section 1.4(b)(ii) or the
second proviso to
Section 1.4(b)(iii) plus (y) the amounts that are required to be
set aside pursuant to Section 1.4(b)(i) and
Section
1.4(b)(iii) plus (z) all reasonable and appropriate out-of-pocket costs
and expenses of the Servicer for servicing, collecting and administering the
Pool Receivables.

      


      (c) The
Servicer shall, in accordance with the priorities set forth in Section 1.4(d),
below, deposit (i) into each applicable Purchaser’s account as set forth in
Schedule VI (or
such other account designated in writing by such applicable Purchaser or its
Purchaser Agent), on each Settlement Date (or in the case of funds to be applied
pursuant to the first proviso to Section 1.4(b)(iii),
on the next Business Day), Collections held for each Purchaser with respect to such
Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A),
(B) and (D) and Section 1.4(b)(iii)
and (ii) into an account designated by the Servicer, on each Settlement
Date, the
portion of the Collections set aside pursuant to Section 1.4(b)(i)(C);
provided, that
so long as Ingram is the Servicer and such day is not a Termination Day, the
Servicer may retain the portion of the Collections set aside pursuant to Section 1.4(b)(i)(C)
in respect of Servicing Fees.

      


      (d) The
Servicer shall distribute the amounts described (and at the times set forth) in
Section 1.4(c),
as follows:

      


      (i) if such
distribution occurs on a day that is not a Termination Day, first to each
Purchaser Agent (for the benefit of the relevant Purchasers within such
Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during
the preceding Settlement Period, all accrued Yield with respect to each Portion
of Capital maintained by such Purchasers during the preceding Settlement Period
(it being understood that each Purchaser Agent shall distribute such amounts to
the Purchasers within its Purchaser Group ratably according to the amount of
Yield owing to each Purchaser); second, to each
Purchaser Agent (for the benefit of the relevant Purchasers within such
Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained
by the Purchasers in the related Purchaser Group, all Program Fees and other
Fees due to the Purchasers or the Purchaser Agents, third, if the
Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(C)
and has not retained such amounts pursuant to Section 1.4(c), to
the Servicer’s own account (payable in arrears on each Settlement Date) in
payment in full of the aggregate of the Servicing Fees so set
aside,

       

      
        
          
          

        

        
          - 5
-

          
            

          

        

        
          
          

        

      

       

      and fourth, all other
amounts (other than Capital) payable to each Secured Party and any other Person;
and

      


      (ii) if
such distribution occurs on a Termination Day, first, to each
Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable
to all Purchasers at such time) (for the benefit of the Purchasers within such
Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each
Portion of Capital funded or maintained by the Purchasers within such Purchaser
Agent’s Purchaser Group, second, to each
Purchaser Agent (for the benefit of the relevant Purchasers within such
Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained
by such Purchasers, all Program Fees and other Fees due to the Purchasers or the
Purchaser Agents, it being understood that each Purchaser Agent shall distribute
the amounts described in the first and second clauses of this Section 1.4(d)(ii) to
the Purchasers within its Purchaser Group ratably according to the Yield and
Capital of such Purchasers, respectively, third, if Ingram is
not the Servicer, to the Servicer’s own account in payment in full of the
Servicing Fees, fourth, to each
Purchaser Agent ratably according to the aggregate of the Capital of each
Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the
relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in
full of each Purchaser’s Capital (or in the case of amounts set aside pursuant
to the first proviso to Section 1.4(b)(iii),
the amount necessary to reduce the Receivables Interest to 100%); fifth, if the
Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all
Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and
the Administrative Agent, have been reduced to zero, and the Servicing Fees
payable to the Servicer (if other than Ingram) have been paid in full, to the
Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the
amounts payable to each Purchaser Group (for the benefit of the Purchasers
within such Purchaser Group), (b) itself and (c) any other Indemnified Party or
Affected Person, in payment in full of any other amounts owed thereto by the
Seller or the Servicer hereunder or under the other Transaction Documents,
including, amounts payable pursuant to Section 6.4,
and, sixth, to
the Servicer’s own account (if the Servicer is Ingram) in payment in full
of the unpaid amount of all accrued Servicing Fees.

      


      After the
Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing
Fees and any other amounts payable by the Seller and the Servicer to each
Purchaser Group, the Administrative Agent or any other Indemnified Party or
Affected Person hereunder, have been paid in full, all additional or remaining
Collections with respect to the Pool Receivables shall be paid to the Seller for
its own account.

      


      
        (e)  For the
purposes of this Section
1.4:

      

      


      (i) if on any
day the Outstanding Balance of any Receivable is reduced or adjusted as a result
of any defective, rejected, returned, repossessed or foreclosed goods or
services, or any revision, cancellation, allowance, discount or other adjustment
made by the Seller or any Affiliate of the Seller, or the Servicer or any
Affiliate of the Servicer, or any setoff or dispute between the Seller or any
Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an
Obligor, the Seller shall be deemed to have received

      


       

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

       

       

      on such
day a Collection of such Receivable in the amount of such reduction or
adjustment for application pursuant to Section
1.4(b);

      


      (ii) if on any
day any of the representations or warranties of the Seller in Section 1(g) or (o) of Exhibit III or Sections 2, 3 or 4 of Exhibit VI or of the
Servicer in Section
2(l) of Exhibit
III is not true with respect to any Pool Receivable, the Seller
shall be
deemed to have received on such day a Collection of such Pool Receivable for
application pursuant to Section 1.4(b)
(Collections deemed to have been received pursuant to clause (i) or (ii) of this clause (e) are
hereinafter sometimes referred to as “Deemed
Collections”);

      


      (iii) except as
provided in clause
(i) or (ii) of this Section 1.4(e), or as
otherwise required by applicable Law or the relevant Contract, all Collections
received from an Obligor with respect to any Pool Receivable shall be applied to
the Pool Receivables of such Obligor in the order of the age of such Pool
Receivables, starting with the oldest such Pool Receivable, unless such Obligor
designates its payment for application to specific Pool Receivables;
and

      


      (iv) if and to
the extent the Administrative Agent, any Purchaser Agent or any Purchaser shall
be required for any reason to pay over to an Obligor (or any trustee, receiver,
custodian or similar official in any Insolvency Proceeding) any amount received
by it hereunder, such amount shall be deemed not to have been so received by
such Person such that the Capital of such Person shall be increased, without
duplication of any increase in Capital pursuant to the proviso to the definition
thereof, by the amount of such paid over amount. The Administrative Agent or
such Purchaser or Purchaser Agent shall promptly notify the Servicer of any
amounts covered by this clause
(iv).

      


      (f) If at any
time the Seller shall wish to cause the reduction of Aggregate Capital, the
Seller may do so as follows:

      


      (i) the
Seller shall give the Administrative Agent and each Purchaser Agent at least one
(1) Business Day’s prior written notice thereof (which notice must be received
by the Administrative Agent and each Purchaser Agent before 4:00 p.m., New York
City time on the day of such notice or otherwise shall be deemed to be received
on the following Business Day) in substantially the form of Annex B (including
the amount of such proposed reduction and the proposed date on which such
reduction will commence or occur),

      


      (ii) if the
Seller elects that such reduction be effected through the application of
Collections, then

      


      (A) on the
proposed date of commencement of such reduction and on each day thereafter, the
Servicer shall cause Collections not to be reinvested until the amount thereof
not so reinvested shall equal the desired amount of reduction, and

      


      (B) the
Servicer shall hold such Collections in trust for the benefit of each Purchaser
ratably according to its Capital, for payment to each such

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

       

       

      Purchaser
(or its related Purchaser Agent for the benefit of such Purchaser) on the date
on which the desired reduction amount is reached pursuant to clause (ii) above,
and the Aggregate Capital shall be reduced by the aggregate amount to be paid
and the Capital of each Purchaser shall be reduced in the amount to be paid to
such Purchaser (or its related Purchaser Agent for the benefit of such
Purchaser) only when, in each case so paid; provided that, with
respect to any Portion of Capital, the Seller shall choose a reduction amount,
and the date of commencement thereof, so that such reduction shall commence and
conclude in the same Collection Period.

      


      (iii)
Unless a Termination Event or Unmatured Termination Event then exists, if the
Seller elects that such reduction be effected by a one-time payment of cash (and
not through the application of Collections), then on the proposed date of such
reduction, the Seller shall deposit in each applicable Purchaser’s account as
set forth in Schedule
VI (or such other account designated in writing by such applicable
Purchaser or its Purchaser Agent), the amount of such reduction ratably
according to its Capital in immediately available funds for payment to each
Purchaser (or its related Purchaser Agent for the benefit of such Purchaser).
Upon payment of such funds, the Aggregate Capital shall be reduced by the
aggregate amount paid and the Capital of each Purchaser shall be reduced in the
amount paid to such Purchaser (or its related Purchaser Agent for the benefit of
such Purchaser) when, in each case, so paid.

      


      Section
1.5. Fees. The
Seller shall pay to each Purchaser Agent for the benefit of the Purchasers in
the related Purchaser Group in accordance with the provisions set forth in Section 1.4(d) certain fees
(the “Fees”) in
the amounts and on the dates set forth in a fee letter agreement, dated the
Closing Date, among the Originator, the Seller and the Administrative Agent (the
“Fee Letter”).

      


      Section
1.6. Payments and
Computations, Etc. (a) All amounts to be paid or deposited by the Seller
or the Servicer hereunder shall be made without reduction for offset or
counterclaim and shall be paid or deposited no later than 4:00 p.m. (New York
City time) on the day when due in same day funds to the account of such
Purchaser maintained by the applicable Purchaser Agent (or such other account as
may be designated from time to time by such Purchaser Agent to the Seller and
the Servicer). All amounts received after 4:00 p.m. (New York City time) will be
deemed to have been received on the immediately succeeding Business
Day.


      


      (b) The
Seller or the Servicer, as the case may be, shall, to the extent permitted by
Law, pay interest on any amount not paid or deposited by the Seller or the
Servicer, as the case may be, when due hereunder, at an interest rate equal to
the Default Rate, payable on demand.

      


      (c) All
computations of interest under clause (b) above and
all computations of Yield, Program Fees and other amounts hereunder shall be
made on the basis of a year of 360 (or 365 or 366, as applicable, with respect
to Yield or other amounts calculated by reference to the Alternate Base Rate)
days for the actual number of days elapsed. Whenever any payment or deposit to
be made hereunder shall be due on a day other than a Business Day, such payment
or

      


       

      
        
          
          

        

        
          - 8
-

          
            

          

        

        
          
          

        

      

       

       

      deposit
shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of such payment or deposit.

      


      Section
1.7. Increased
Costs. (a) If the Administrative Agent, any Purchaser, Alternate
Purchaser or other Program Support Provider or any of their respective
Affiliates (each an “Affected Person”)
determines that any Regulatory Change (other than any Regulatory Change relating
to taxes) affects or would affect the amount of capital required or expected to
be maintained by such Affected Person, and such Affected Person determines that
the amount of such capital is increased by or based upon the existence of any
offer or commitment to make purchases of (or otherwise to maintain the
investment in) Receivables related to this Agreement or any related liquidity
facility, credit enhancement facility and other commitments of the same type (an
“Increased
Cost”), then, upon demand by such Affected Person (with a copy to the
Administrative Agent), the Seller shall promptly (and in any event within five
(5) Business Days) pay to the Administrative Agent for the account of such
Affected Person, from time to time as specified by such Affected Person,
additional amounts sufficient to compensate such Affected Person in the light of
such circumstances, to the extent that such Affected Person determines such
increase in capital to be allocable to the existence of any such offer or
commitments. Each Affected Person shall notify the Seller upon becoming aware of
any event which is reasonably likely to result in a Regulatory Change; provided, however, that failure
to so notify the Seller of any such event shall not affect such Affected
Person’s right to compensation under this Section 1.7 or any
other provision of this Agreement. A certificate (with supporting documentation
if available and applicable) as to such amounts submitted to the Seller and the
Administrative Agent by such Affected Person shall be rebuttable, presumptive
evidence of such amounts so owing. The term “Regulatory Change”
means (i) the adoption after the date hereof of any Law (including any
applicable Law regarding capital adequacy) or any change therein or in the
interpretation or application thereof, in each case adopted, issued or occurring
after the date hereof, (ii) any request, guideline or directive from Financial
Accounting Standards Board (“FASB”) (including for
the avoidance of doubt FASB’s Interpretation No. 46(R), as amended by Statement
of Financial Accounting Standards No. 167, effective as of November 15, 2009 (or
any future statement or interpretation issued by the FASB or any successor
thereto)), or any central bank or other Governmental Authority (whether or not
having the force of law) in each case issued or occurring after the date of this
Agreement or (iii) the compliance, commenced after the date hereof, by any
Program Support Provider or Purchaser with the Accord (“Basel II”) adopted in
June 2004 by the Basel Committee on Banking Supervision, as implemented by the
United States federal bank regulatory agencies (or the other applicable
regulators for such Person) and/or the final rule titled Risk-Based Capital
Guidelines; Capital Adequacy Guidelines; Capital Maintenance:
Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other
Related Issues, adopted by the United States bank regulatory agencies on
December 15, 2009, or any rules or
regulations promulgated in connection therewith by any such agency.

      


      (b) If,
due to any Regulatory Change (other than any change (x) referred to in Section 1.8 or (y)
with respect to taxes), there shall be any increase in the cost to any
Affected Person of
agreeing to purchase or purchasing, or maintaining the ownership of the
Receivables Interest (or its portion thereof) in respect of which Yield is
computed by reference to the Eurodollar Rate, then, without duplication of
amounts payable pursuant to clause (a) above,
upon demand by such Affected Person, the Seller shall promptly (and in any event
within five (5)

       

       

      
        
          
          

        

        
          - 9
-

          
            

          

        

        
          
          

        

      

       

      Business
Days of the Seller’s receipt of such demand) pay to such Affected Person, from
time to time as specified by such Affected Person, additional amounts sufficient
to compensate such Affected Person for such increased costs; provided; however, that such
Affected Person shall use commercially reasonable efforts to mitigate any and
all such increased costs. A certificate with supporting documentation, if
available and applicable as to such amounts submitted to the Seller and the
Administrative Agent by such Affected Person shall be rebuttable, presumptive
evidence of such amounts so owing.

      


      Section
1.8. Requirements of
Law. In the event that any Affected Person determines that any Regulatory
Change (other than a Regulatory Change relating to taxes):

      


      
        (i)  [Reserved];

      

      


      (ii) does or
shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, purchases, advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Affected Person that are not otherwise included in the determination of the
Eurodollar Rate or the Alternate Base Rate hereunder; or

      


      
        (iii)  does or
shall impose on such Affected Person any other condition;

      

      


      and, the
result of any of the foregoing is (x) to increase the cost to such Affected
Person of acting as Administrative Agent, or of agreeing to purchase or
purchasing or maintaining the ownership of undivided percentage ownership
interests with regard to the Pool Assets (or interests therein) or any Portion
of Capital in respect of which Yield is computed by reference to the Eurodollar
Rate or the Alternate Base Rate or (y) to reduce any amount receivable hereunder
(whether directly or indirectly) funded or maintained by reference to the
Eurodollar Rate or the Alternate Base Rate, then, in any such case, upon demand
by such Affected Person and without duplication of amounts payable under Section 1.7, the
Seller shall promptly (and in any event within five (5) Business Days of the Seller’s
receipt of such demand) pay to such Affected Person any additional amounts
necessary to compensate such Affected Person for such additional cost or reduced
amount receivable; provided; however, that such Affected Person shall use
commercially reasonable efforts to mitigate any and all such increased costs or
reduced amount receivable. All such amounts shall be payable as incurred. A
certificate from such Affected Person to the Seller certifying, in reasonably
specific detail, the basis for, calculation of, and amount of such additional
costs or reduced amount receivable shall be rebuttable, presumptive evidence of
such amounts so owing; provided, however,
that no Affected Person shall be required to disclose any confidential or tax
planning information in any such certificate.

      


      Section
1.9. Taxes. (a)
The Seller agrees that any and all payments by the Seller under this Agreement
shall be made free and clear of and without deduction for any and all current or
future taxes, stamp or other taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding (i) income or
franchise taxes, in either case, imposed on the Affected Person receiving such
payment by the Seller hereunder by the jurisdiction (or any

       

       

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

       

       

      political
subdivision thereof) under whose laws such Affected Person is organized or a
jurisdiction (or any political subdivision thereof) in which such Affected
Person is treated as a resident for tax purposes and (ii) income or franchise
taxes imposed on the Affected Person arising in connection with the Transaction
Documents unless such income or franchise taxes would not arise but for such
Affected Person entering into the Transaction Documents or conducting a
transaction or transactions thereunder (all such nonexcluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as “Nonexcluded Taxes”). If the
Seller shall be required by law to deduct any Nonexcluded Taxes from or in respect of any
sum payable hereunder to any Purchaser or any Program Support Provider or the
Administrative Agent, then the sum payable shall be increased by the amount
necessary to yield to such Affected Person (after payment of all Nonexcluded
Taxes) an amount equal to the sum it would have received had no such deductions
been made.

      


      (b) In
addition, the Seller shall pay any and all stamp, documentary or similar taxes,
or any other excise or property taxes or similar levies that arise on account of
any payment being, or being required to be, made hereunder or from the
execution, delivery, registration, recording or enforcement of the Agreement
(hereinafter referred to as “Other Taxes”) to the
relevant Governmental Authority imposing such Other Taxes in accordance with
applicable Law.

      


      (c) Subject
to Section
1.9(h), the Seller shall indemnify the Administrative Agent, each
Purchaser and each Program Support Provider for any Nonexcluded Taxes and Other
Taxes levied, imposed or assessed on (and whether or not paid directly by) the
Administrative Agent, a Purchaser or a Program Support Provider (and whether or
not such Nonexcluded Taxes or Other Taxes are correctly or legally asserted by
the relevant Governmental Authority). Promptly upon having knowledge that any
such Nonexcluded Taxes or Other Taxes have been levied, imposed or assessed, and
promptly upon notice thereof by the Administrative Agent, any Purchaser or any
Program Support Provider, the Seller shall pay such Nonexcluded Taxes or Other
Taxes directly to the relevant Governmental Authority (provided, however, that
neither the Administrative Agent, nor any Purchaser or any Program Support
Provider shall be under any obligation to provide any such notice to the
Seller).

      


      (d) Each
Purchaser agrees that, prior to the date on which the first payment hereunder is
due thereto, it will deliver, in accordance with applicable procedures under
United States Treasury Regulations or other authoritative guidance, to its
Purchaser Agent, the Administrative Agent and the Servicer either:

      


      
        (i)  two (2)
duly completed copies of (x) the United States Internal Revenue Service
Form W- 9 or successor form, (y) the United States Internal Revenue Service Form
W-8ECI or successor form or (z) the United States Internal Revenue Service Form
W-8BEN claiming eligibility of the Purchaser for benefits of an income tax
treaty to which the United States is a party or successor form, as applicable,
in each case together with all required attachments, certifications,
documentation and other information required to establish a complete exemption
from United States federal backup withholding and withholding tax for payments
by the Seller or the Servicer to such Purchaser; or

      

      


      


      
        
          
          

        

        
          - 11
-

          
            

          

        

        
          
          

        

      

      


       

       

       

       

       

      
(ii) in the case of a Purchaser that is not
legally entitled to deliver any of the forms listed in Section 1.9(d)(i)
above, (x) a certificate to the effect that such Purchaser is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Seller within the meaning of Section 881(c)(3)(B) of the
Code or (C) a controlled foreign corporation receiving interest from a related
person within the meaning of Section 881(c)(3)(C) of the Code and (y) two (2)
duly completed copies of United States Internal Revenue Service Form W-8BEN or
applicable successor form, in each case together with all required attachments,
certifications, documentation and other information required to establish a
complete exemption from United States federal backup withholding and withholding
tax for payments by the Seller or the Servicer to such Purchaser.

      


      Each such
Purchaser also agrees to deliver to its Purchaser Agent, the Administrative
Agent and the Servicer two (2) further copies of such forms, attachments,
certifications, documentation and other information required to establish such
exemption, on or before the date that any such form, attachment, certification,
documentation or other information expires or becomes obsolete, promptly after
the occurrence of any event requiring a change in the most recent form,
attachment, certification, documentation or other information previously
delivered by it and promptly following reasonable request by the Servicer,
unless in any such case a change in Law or the official interpretation thereof
has occurred prior to the date on which any such delivery would otherwise be
required which would prevent such Purchaser from duly completing and delivering
any such form, attachment, certification, documentation or other information
with respect to it and such Purchaser so advises the Servicer, its Purchaser
Agent and the Administrative Agent. For the avoidance of doubt, each such
Purchaser also agrees to deliver, to the extent legally capable, to its
Purchaser Agent, the Administrative Agent and the Servicer two (2) further
copies of such forms, attachments, certifications, documentation and other
information necessary to satisfy the requirements set forth in Section 1471 or
1472 of the Code, as applicable, to establish an exemption from withholding on
any “withholding payment” (as defined in Section 1473 of the Code) after
December 31, 2012, except to the extent payments hereunder are excluded from
such withholding by Section 501(d)(2) of Public Law 111-147; provided, however, a
Purchaser’s inability to deliver documentation establishing an exemption from
withholding on any withholding payment, as described above, shall not limit or
otherwise affect the obligations of the Seller or the Servicer
hereunder.

      


      (e) For
any period with respect to which a Purchaser has failed to provide its Purchaser
Agent, the Administrative Agent and the Servicer with the appropriate form,
attachment, certification, documentation or other information described above
(other than if such failure is due to a change in Law occurring after the date
on which such form, attachment, certification, documentation or other
information was originally required to be provided under this Section), such
Purchaser shall not be entitled to indemnification or additional amount, with
respect to any Nonexcluded Taxes imposed on payments of interest until such
forms, attachments, certifications, documentation or other information are so
provided and then only for periods for which the Seller and Servicer may rely on
such forms or certificates to reduce or eliminate United States federal backup
withholding and withholding on payments to such Purchaser. Where, as a result of
a change in Law occurring after the date on which a form, attachment,
certification, documentation or other information is originally required to be
provided
under this
Section, a Purchaser
has
failed
to
provide
its
Purchaser
Agent,
the

       

       

      
        
          
          

        

        
          - 12
-

          
            

          

        

        
          
          

        

      

       

       

      
Administrative Agent and the Servicer with
the appropriate form, attachment, certification, documentation or other
information described in Section 1.9(d), such
Purchaser shall be required to provide, in accordance with applicable procedures
under United States Treasury Regulations or other authoritative guidance, such
forms, attachments, certifications, documentation and other information as it is
legally entitled to provide consistent with such change in Law to obtain a
reduced rate of withholding, if any, that are reasonably requested by its
Purchaser Agent, the Administrative Agent or the Servicer and will not be
entitled to additional amounts or indemnification with respect to taxes imposed
as a result of a breach of its obligations, if any, to provide such forms,
attachments, certifications, documentation and other information.

      


      (f) Any
Affected Person who makes a demand for payment of any amounts pursuant to this
Section 1.9
shall promptly deliver to the Seller and the Servicer a certificate setting
forth in reasonable detail the computation of such amounts and specifying the
basis therefor.

      


      (g) If the
Seller fails to pay any Nonexcluded Taxes when due or fails to remit to the
Administrative Agent any requested receipts or other required documentary
evidence of payment of Nonexcluded Taxes or Other Taxes, the Seller shall
indemnify the Administrative Agent or any other Affected Person, as applicable,
for the full amount of any incremental taxes, interest or penalties arising
therefrom or with respect thereto other than any penalties, interest or expense
to the extent arising from the failure of the Affected Person to pay such
Nonexcluded Taxes or other taxes on a timely basis; provided, that if (i)
written demand therefor has not been made by such Affected Person reasonably
promptly from the date, if any, on which such Affected Person had actual
knowledge of the imposition of such Nonexcluded Taxes by the relevant
Governmental Authority, or (ii) such incremental taxes, interest or penalties
have accrued after the Seller has fully indemnified or paid all of the
additional amounts pursuant to this Section, then such
penalties, interest and other liabilities shall be excluded from indemnification
under this Section
1.9.

      


      (h) If an
Affected Person shall become aware that it is entitled to receive a refund from
a relevant taxing or governmental authority for taxes which it has been
indemnified by the Seller pursuant to this Section, or for which
the Seller has paid additional amounts pursuant to this Section, it shall
promptly notify the Seller of the availability of such refund and shall, within
thirty (30) days after receipt of a request by the Seller (whether as a result
of notification that it has made to the Seller or otherwise), make a claim to
such taxing or governmental authority for such refund at the Seller’s expense.
If an Affected Person receives a refund for any taxes as to which it has been
indemnified by the Seller pursuant to this Section, or for which
the Seller has paid additional amounts pursuant to this Section, it shall
promptly notify such Seller of such refund and shall within thirty (30) days
from the date of receipt of such refund pay over the amount of such refund
without interest (other than interest paid or credited by the relevant taxing or
governmental authority with respect to such refund) to the Seller (but only to
the extent of indemnity payments made, or additional amounts paid, by the Seller
under this Section with respect
to the taxes giving rise to such refund), net of all out-of-pocket expenses of
such Affected Person; provided, however, that the Seller, upon the request of
such Affected Person agrees to repay the amount paid over to the Seller (plus
penalties, interest or other charges due to the appropriate authorities in
connection therewith) to such Affected Person in the event such Affected Person
is required to repay such refund to such relevant authority.

      


       

      
        
          
          

        

        
          - 13
-

          
            

          

        

        
          
          

        

      

       

       

      (i) 
 Each Purchaser agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.9 with
respect to such Purchaser, it will, if requested by the Seller, use reasonable
best efforts to designate another office for receiving payments with respect to
the Receivables Interests with the object of avoiding the consequences of such
event; provided, that such
designation is made on terms that, in the reasonable judgment of such Purchaser,
do not cause such Purchaser to suffer any legal, regulatory or economic
disadvantage, and provided, further, that nothing
in this Section
shall affect or postpone any of the obligations of the Seller or the rights of
any Purchaser pursuant to Section
1.9.

      


      (j) The
parties hereto agree that the Purchases and Reinvestments hereunder are intended
to be treated for federal income tax purposes (and conforming state tax
purposes) as one or more loans and each party hereto agrees that it will so
treat, and will cause any consolidated, combined, unitary or similar tax group
of which it is a member to so treat, the Purchases and Reinvestments for federal
income tax purposes (and conforming state tax purposes) as one or more loans.
Each Purchaser that sells a participating interest in the interests of such
Purchaser hereunder shall obtain, for the benefit of the Seller and its
Affiliates, an agreement from the Participant that it will treat the Purchases
and Reinvestments hereunder in the manner described in this Section
1.9(j).

      


      Section
1.10. Inability to
Determine Eurodollar Rate. In the event that any Purchaser Agent shall
have determined prior to the first day of any Settlement Period (which
determination shall be conclusive and binding upon the parties hereto) by reason
of circumstances, affecting the interbank Eurodollar market, either (a) dollar
deposits in the relevant amounts and for the relevant Settlement Period are not
available, (b) adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Settlement Period or (c) the Eurodollar Rate determined
pursuant hereto does not accurately reflect the cost to any Purchaser (as
conclusively determined by the related Purchaser) of maintaining any Portion of
Capital during such Settlement Period, such Purchaser Agent shall promptly give
telephonic notice of such determination, confirmed in writing, to the Seller
prior to the first day of such Settlement Period. Upon delivery of such notice
(a) no Portion of Capital shall be funded by the Purchasers in the related
Purchaser Group thereafter at the Alternate Rate determined by reference to the
Eurodollar Rate, unless and until such Purchaser Agent shall have given notice
to the Seller that the circumstances giving rise to such determination no longer
exist (which notice such Purchaser Agent shall give to the Seller promptly after
such circumstances no longer exist) and (b) with respect to any outstanding
Portions of Capital then funded at the Alternate Rate determined by reference to
the Eurodollar Rate, such Alternate Rate shall automatically be converted to the
Alternate Rate determined by reference to the Alternate Base Rate at the
respective last days of the then current Settlement Periods relating to such
Portions of Capital.

      


      If, on or
before the first day of any Settlement Period, the Administrative Agent shall
have been notified by any Purchaser, Purchaser Agent or Alternate Purchaser
that, such Person has determined (which determination shall be final and
conclusive absent manifest error) that, any enactment, promulgation or adoption
of or any change in any applicable Law or any change in the interpretation or
administration thereof by a Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Person with any guideline, request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for

       

       

      
        
          
          

        

        
          - 14
-

          
            

          

        

        
          
          

        

      

       

       

      
such Person to fund or maintain any Portion
of Capital at the Alternate Rate and based upon the Eurodollar Rate, the
Administrative Agent shall notify the Seller thereof. Upon receipt of such
notice, until the Administrative Agent notifies the Seller that the
circumstances giving rise to such determination no longer apply (which notice
the Administrative Agent shall give to the Seller promptly after the
Administrative Agent has received notice from the Purchaser Agents that such
circumstances no longer exist), (a) no Portion of Capital shall be funded at the
Alternate Rate determined by reference to the Eurodollar Rate and (b) the Yield
for any outstanding Portions of Capital then funded at the Alternate Rate
determined by reference to the Eurodollar Rate shall be converted to the
Alternate Rate determined by reference to the Alternate Base Rate either (i) on
the last day of the then current Settlement Period if such Person may lawfully
continue to maintain such Portion of Capital at the Alternate Rate determined by
reference to the Eurodollar Rate to such day, or (ii) immediately, if such
Person may not lawfully continue to maintain such Portion of Capital at the
Alternate Rate determined by reference to the Eurodollar Rate to such
day.

      


      ARTICLE
II

      


      REPRESENTATIONS
AND WARRANTIES; COVENANTS;

      TERMINATION
EVENTS

      


      Section
2.1. Representations
and Warranties; Covenants. The Seller and the Servicer each hereby makes
the representations and warranties applicable to it, and hereby agrees to
perform and observe the covenants applicable to it, set forth in Exhibits III, IV and VI.

      


      Section
2.2. Termination
Events. (a) If any of the Termination Events set forth in Exhibit V exists, the
Administrative Agent may (and at the direction of the Required Purchasers, shall), by
notice to the Seller, declare the Termination Date to have occurred (in which
case the Termination Date shall be deemed to have occurred); provided that,
automatically upon the occurrence of any event (without any requirement for the
passage of time or the giving of notice) described in clause (g) of Exhibit V, the
Termination Date shall occur; provided, however, no such
Termination Event shall be waived without the consent of the Administrative
Agent and the Majority Purchasers.

      


      (b) Remedies . (i) Upon,
or at any time after, the declaration or automatic occurrence of the Termination
Date pursuant to Section 2.2(a), no
Purchases or Reinvestments will be made (unless waived in writing by the
Administrative Agent and the Majority Purchasers), and the Administrative Agent,
on behalf of each Purchaser and each Purchaser Agent shall have, in addition to
all other rights and remedies under this Agreement, any other Transaction
Document or otherwise, (A) all other rights and remedies provided under the UCC
of each applicable jurisdiction and other applicable Laws (including all the
rights and remedies of a secured party upon default under the UCC (including the
right to sell any or all of the Pool Receivables subject hereto)) and (B) all
rights and remedies with respect to the Pool Receivables granted pursuant to
Section 1.2(d),
all of which rights shall be cumulative.

      


      (ii)
Specific
Remedies. (A) Without limiting clause (i) above or
any other provision herein or in any other Transaction Document, the parties
hereto agree that the terms of this Section 2.2(b)(ii)
are agreed upon in accordance with Section 9-603 of the

       

      
        
          
          

        

        
          - 15
-

          
            

          

        

        
          
          

        

      

      
 

      
New York UCC, that they do not believe the
terms of this Section
2.2 to be “manifestly unreasonable” for purposes of Section 9-603 of the
New York UCC, and that they believe that compliance therewith shall constitute a
“commercially reasonable” disposition under Section 9-610 of the New York UCC,
and further agree as follows:

      


      (B) On
and following the Termination Date, the Administrative Agent shall have all
rights, remedies and recourse granted in any Transaction Document and any other
instrument executed to provide security for or in connection with the payment
and performance of the Transaction Documents or existing at common law or equity
(including specifically those granted by the New York UCC and the UCC of any
other state which governs the creation or perfection (and the effect thereof) of
any security interest in the Pool Receivables), and such rights and remedies:
(A) shall be cumulative and concurrent; (B) may be pursued separately,
successively or concurrently against the Seller and any other party obligated
under the Transaction Documents, or any of such Pool Receivables at the sole
discretion of the Administrative Agent; (C) may be exercised as often as
occasion therefor shall arise, it being agreed by each of the Seller, Originator
and Servicer that the exercise or failure to exercise any of the same shall in
no event be construed as a waiver or release thereof or of any other right,
remedy or recourse; and (D) are intended to be and shall be, non-exclusive. For
the avoidance of doubt, with respect to any disposition of the Pool Receivables
or any part thereof (including any purchase by the Administrative Agent or any
Affiliate) in accordance with the terms of this Section 2.2(b)(ii)
for consideration which is insufficient, after payment of all related costs and
expenses of every kind, to pay in full all Aggregate Capital, Aggregate Yield
thereon, Program Fees and all other amounts owed to the Secured Parties under
the Transaction Documents, (1) such disposition shall not act as, and shall not
be deemed to be, a waiver of any rights by the Administrative Agent and the
Administrative Agent shall have a claim for such deficiency and (2) the
Administrative Agent shall not be liable or responsible for any such
deficiency.

      


      Upon the
declaration or automatic occurrence of the Termination Date pursuant to Section 2.2(a), the
Administrative Agent shall have the right, in accordance with this Section 2.2(b)(ii)
to dispose of the Pool Receivables or any part thereof upon giving
at least
ten (10) days’ prior notice to the Seller and the Servicer of the time and place
of disposition, for cash or upon credit or for future delivery, with each of the
Seller, Originator and Servicer hereby waiving all rights, if any, to require
the Administrative Agent or any other Person to marshal the Pool Receivables,
and the Administrative Agent may, at its option and in its complete
discretion:

      


      
        (i)  dispose
of the Pool Receivables or any part thereof at a public disposition;

      

      


      (ii) dispose
of the Pool Receivables or any part thereof at a private disposition, in which
event such notice shall also contain the terms of the proposed disposition, and
the Seller shall have until the time of such proposed disposition during which
to redeem the Pool Receivables or to procure a Person

       

      
        
          
          

        

        
          - 16
-

          
            

          

        

        
          
          

        

      

       

       

      
willing, ready and able to acquire the Pool
Receivables on terms at least as favorable to the Seller, and if such an
acquirer is so procured, then the Administrative Agent shall dispose of the Pool
Receivables to the acquirer so procured;

      


      
        (iii)  dispose
of the Pool Receivables or any part thereof in bulk or parcels;

      

      


      (iv) dispose
of the Pool Receivables or any part thereof to any Affiliate thereof at a public
disposition;

      


      (v) bid for
and acquire, unless prohibited by applicable Law, free from any redemption
right, the Pool Receivables or any part thereof. The Administrative Agent upon
so acquiring the Pool Receivables or any part thereof shall be entitled to hold
or otherwise deal with or dispose of the same in any manner not prohibited by
applicable law; or

      


      (vi) enforce
any other remedy available to the Administrative Agent at law or in
equity.

      


      From time
to time the Administrative Agent may, but shall not be obligated to, postpone
the time and change the place of any proposed disposition of any of the Pool
Receivables for which notice has been given as provided above and may retain the
Pool Receivables until such time as the proposed disposition occurs if, in the
sole discretion of the Administrative Agent, such postponement or change is
necessary or appropriate in order that the provisions of this Agreement
applicable to such disposition may be fulfilled or in order to obtain more
favorable conditions under which such disposition may take place. Each of the
Seller, Originator and Servicer acknowledges and agrees that private
dispositions may be made at prices and upon other terms less favorable than
might have been attained if the Pool Receivables were disposed of at public
disposition. For the avoidance of doubt, to the extent permitted by law, the
Administrative Agent shall not be obligated to make any disposition of the Pool
Receivables or any part thereof notwithstanding any prior notice of a proposed
disposition. No demand, advertisement or notice, all of which are hereby
expressly waived by each of the Seller, Originator and Servicer, to the extent
permitted by Law, shall be required in connection with any disposition of the
Pool Receivables or any part thereof, except for the notices described in this
clause
(ii).

      


      In case
of any disposition by the Administrative Agent of any of the Pool Receivables on
credit extended by the Administrative Agent to the purchaser thereof, which may
be elected at the option and in the complete discretion of the Administrative
Agent, the Pool Receivables so disposed may be retained by the Administrative
Agent until the disposition price is paid by the purchaser, but the
Administrative Agent shall not incur any liability in case of failure of the
purchaser to pay for the Pool Receivables so disposed. In case of any such
failure, such Pool Receivables so disposed may be again disposed.

      


       

      
        
          
          

        

        
          - 17
-

          
            

          

        

        
          
          

        

      

       

      
 

      
After deducting all costs or expenses of
every kind (including Attorney Costs incurred by the Administrative Agent)
relating to the disposition of the Pool Receivables, the Administrative Agent
shall apply the residue of the proceeds of any such disposition or dispositions,
if any, to pay the Aggregate Capital, Aggregate Yield thereon, all Program Fees
and all other amounts owed to the Secured Parties under the Transaction
Documents in such order and manner as the Administrative Agent in its discretion
may deem advisable and as permissible and required under the Transaction
Documents. The excess, if any, shall be paid to the Seller in accordance with
the Transaction Documents. The Administrative Agent shall not incur any
liability to any Person party to any of the Transaction Documents as a result of
the dispositions of the Receivables at any private or public disposition that
complies with the provisions of this Section
2.2(b)(ii).

      


      Notwithstanding
a foreclosure upon any of the Pool Receivables or exercise of any other remedy
by the Administrative Agent in connection with any Termination Date, none of the
Seller, Originator or Servicer shall be subrogated, if any such right then
exists, thereby to any rights of the Administrative Agent against the Pool
Receivables, or the Seller, Originator or Servicer or any property of the
Seller, Originator or Servicer, nor shall the Seller, Originator or Servicer be
deemed to be the owner of any interest in any Receivable, nor shall the Seller,
Originator or Servicer exercise any rights or remedies with respect to the
Seller, Originator or Servicer or the Pool Receivables until the Aggregate
Capital, Aggregate Yield, all Program Fees and other Fees and any other amounts
payable by the Seller, the Originator and the Servicer to the Secured Parties,
have been paid in full and fully and indefeasibly performed and
discharged.

      


      The
Administrative Agent shall have no duty to prepare or process the Pool
Receivables for disposition.

      


      ARTICLE
III

      


      INDEMNIFICATION

      


      Section
3.1. Indemnities by
the Seller. Without limiting any other rights that the Administrative
Agent, each Purchaser Agent, each Program Support Provider and each Purchaser
and their respective Affiliates, employees, agents, successors, transferees or
assigns (each, an “Indemnified Party”)
may have hereunder or under applicable Law, the Seller hereby agrees to
indemnify each Indemnified Party from and against any and all claims, damages,
losses, liabilities, penalties, reasonable and documented costs and expenses
(including Attorney Costs) (all of the foregoing being collectively referred to
as “Indemnified
Amounts”) arising out of or resulting from this Agreement or any other
Transaction Document (whether directly or indirectly), the transactions
contemplated thereby or the use of proceeds of Purchases or Reinvestments or the
ownership or acquisition of any portion of the Receivables Interest, or any
interest therein, or any action taken or omitted by any of the Indemnified
Parties in connection therewith (including any action taken by the
Administrative Agent as attorney-in-fact for the Seller or the Servicer
hereunder or under any other Transaction Document), whether arising by reason of
the acts to be performed by the Seller hereunder or otherwise, or arising in
respect of any Pool Receivable or any Contract, excluding, however, (a)
Indemnified Amounts to the extent finally determined by a court of competent
jurisdiction to have resulted from gross negligence or

       

       

      
        
          
          

        

        
          - 18
-

          
            

          

        

        
          
          

        

      

       

       

      
 

      
willful misconduct on the part of such
Indemnified Party and (b) Indemnified Amounts in respect of taxes, which shall
be governed exclusively by Section 1.9; provided, however, that nothing
contained in this sentence shall limit the liability of the Seller or the
Servicer or limit the recourse of any Indemnified Party to the Seller or the
Servicer for any amounts otherwise specifically provided to be paid by the
Seller or the Servicer hereunder. Any Indemnified Amounts shall be paid by the
Seller to the applicable Indemnified Party within five (5) Business Days
following such Indemnified Party’s written demand therefor, setting forth, in
reasonable detail, the calculation of such amount and the basis of such demand.
Without limiting the foregoing, and subject to the exclusions and timing set
forth in the preceding sentences, the Seller shall pay each Indemnified Party
any and all amounts necessary to indemnify such Indemnified Party from and
against any and all Indemnified Amounts relating to or resulting from any of the
following:

      


      (i) the
failure of any Pool Receivable included in the calculation of the Net
Receivables Balance as an Eligible Receivable to be an Eligible Receivable, the
failure of any information contained in a Monthly Receivables Report or Interim
Receivables Report to be true and correct, or the failure of any other
information provided to a Purchaser or the Administrative Agent with respect to
Pool Receivables or this Agreement to be true and correct;

      


      (ii) the
failure of any representation or warranty or statement (i) made in writing, or
(ii) deemed made in connection with the daily Reinvestment of Collections
pursuant to Section
1.4 by Ingram, as Servicer or otherwise, under or in connection with this
Agreement, the Receivables Sale Agreement or any other Transaction Document to
have been true and correct in all respects when made;

      


      (iii) the
failure by the Seller or the Servicer to comply with any covenant set forth in
Exhibit IV or
Exhibit VI or
the failure by the Originator to comply with any covenant set forth in the
Receivables Sale Agreement;

      


      (iv) the
failure by the Seller or Ingram, as Servicer or otherwise, to comply with any
applicable Law with respect to any Pool Receivable or the related Contract; or
the failure of any Pool Receivable or the related Contract to conform to any
such applicable Law;

      


      (v) the
failure to vest in the Administrative Agent, for the benefit of the Secured
Parties, a valid and enforceable (A) perfected security interest in the Pool
Receivables and the Related Security and Collections with respect thereto and
(B) first priority perfected security interest in the Pool Assets, in each case,
free and clear of any Adverse Claim;

      


      (vi) the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or
other applicable Laws with respect to (i) any Pool Receivables and the Related
Security and Collections in respect thereof, or (ii) the Pool Assets, whether at
the time of any Purchase or Reinvestment or at any subsequent time;

      


       

      
        
          
          

        

        
          - 19
-

          
            

          

        

        
          
          

        

      

       

      
 

      (vii) 
 any dispute, claim, offset or defense of
the Obligor to the payment of any Pool Receivable (including, a defense based on
such Pool Receivable or the related Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale or lease of the goods or the
rendering of services related to such Pool Receivable or the furnishing or
failure to furnish any such goods or services or relating to collection
activities with respect to such Pool Receivable (if such collection activities
were performed by the Seller or any of its Affiliates acting as Servicer or by
any agent or independent contractor retained by the Seller or any of its
Affiliates);

      


      (viii) any
failure of the Seller or Ingram, as Originator, Servicer or otherwise or any
other Originator, to perform its duties or obligations in accordance with the
provisions hereof or any other Transaction Document to which it is a party or to
perform its duties or obligations under the Contracts;

      


      (ix) any
products liability claim, environmental liability claim, personal injury claim,
property damage suit or other claim, investigation, litigation or proceeding
arising out of or in connection with (a) merchandise, insurance or services
which are the subject of any Contract, (b) any Transaction Document or (c) a
Pool Receivable or the related Contract;

      


      (x) the
commingling of Collections of Pool Receivables at any time with other funds of
the Seller or any Ingram Entity;

      


      (xi) any
investigation, litigation or proceeding related to this Agreement or any other
Transaction Document or the use of proceeds of Purchases or Reinvestments or the
ownership of the Receivables Interest or in respect of any Pool Asset, Pool
Receivable, Related Security or Contract;

      


      (xii) any
reduction in Capital as a result of the distribution of Collections pursuant to
Section 1.4(d),
in the event that all or a portion of such distributions shall thereafter be
rescinded or otherwise must be returned for any reason;

      


      (xiii) the
Seller’s or the Originator’s failure to pay when due any taxes (including sales,
excise or personal property taxes) payable in connection with the Pool
Receivables;

      


      (xiv) the
failure to vest in the Seller all right, title and interest in the Pool
Receivables purchased by the Seller from the Originator pursuant to the
Receivables Sale Agreement, free and clear of any Adverse Claim;

      


      (xv) any
failure of the Seller to give reasonably equivalent value to the Originator in
consideration of the transfer by the Originator to the Seller of any
Receivables, or any attempt by any Person to void any such transfer under
statutory provisions or common law or equitable action, including any provision
of the Bankruptcy Code;

       

       

      
        
          
          

        

        
          - 20
-

          
            

          

        

        
          
          

        

      

       

      
 

      


       

      (xvi) 
 any failure of a Blocked Account Bank to
comply with the terms of the applicable Blocked Account Agreement which results
from any act or failure to act on the part of the Seller or the Servicer;
or

      


      (xvii) any
rebate or discount granted to the Obligor of any Pool Receivable to the extent
such rebate or discount gives rise to a Deemed Collection and a payment with
respect to such Deemed Collection was not timely received as otherwise required
hereunder.

      


      Section
3.2. Indemnification
by the Servicer. Without limiting any other rights that any Indemnified
Party may have hereunder or under applicable Law, the Servicer hereby agrees to
indemnify each Indemnified Party from and against any and all Indemnified
Amounts subject to the limitations set forth in clauses (a) and (b) of the first
sentence of Section
3.1 that arise out of or relate to (whether directly or indirectly): (a)
the failure of any information contained in any Monthly Receivables Report or
Interim Receivables Report to be true and correct at the time delivered, or the
failure of any other information provided to such Indemnified Party by, or on
behalf of, the Servicer to be true and correct at the time delivered, (b) the
failure of any representation, warranty or statement made or deemed made by the
Servicer (or any of its officers) under or in connection with this Agreement or
any other Transaction Document to which it is a party to have been true and
correct as of the date made or deemed made in all respects when made, (c) the
failure by the Servicer to comply with any applicable Law with respect to any
Pool Receivable or the related Contract, (d) any dispute, claim, offset or
defense of the Obligor to the payment of any Pool Receivable in, or purporting
to be in, the Receivables Pool resulting from or related to the collection
activities with respect to such Pool Receivable or (e) the
Servicer’s performance of, or failure to perform, any of its duties or
obligations under or in connection with (whether directly or indirectly) the
provisions hereof or any other Transaction Document to which it is a party. Any
Indemnified Amounts shall be paid by the Servicer to the applicable Indemnified
Party within five (5) Business Days following such Indemnified Party’s written
demand therefor, setting forth, in reasonable detail, the calculation of such
amount and the basis of such demand. The agreements of the Servicer contained in
this Section
3.2 shall survive the replacement or termination of any Person acting as
Servicer hereunder with respect to any Indemnified Amounts arising in connection
with such Person’s acting as Servicer.

      


      ARTICLE
IV

      


      ADMINISTRATION
AND COLLECTIONS

      


      Section
4.1. Appointment of
Servicer. (a) The servicing, administering and collection of the Pool
Receivables shall be conducted by the Person designated from time to time as
Servicer in accordance with this Section 4.1. Until
the Administrative Agent gives notice to Ingram (in accordance with this Section 4.1) of the
designation of a new Servicer as provided in the following sentence or until the
Servicer resigns in accordance with this Section 4 .1, Ingram
is hereby designated as, and hereby agrees to perform the duties and obligations
of, the Servicer pursuant to the terms hereof. The Seller hereby acknowledges
and agrees to such designation. During the existence of a Termination Event, the
Administrative Agent may (or at the direction of the Required Purchasers shall)
designate as Servicer any Person (including itself) to succeed Ingram or any
successor Servicer, on the condition in each case that any such Person
so

       

       

      
        
          
          

        

        
          - 21
-

          
            

          

        

        
          
          

        

      

       

       

      
designated shall agree to perform the duties
and obligations of the Servicer pursuant to the terms hereof.

      


      (b) Upon the
designation of a successor Servicer as set forth in Section 4.1(a),
Ingram agrees that it will terminate its activities as Servicer hereunder in a
manner that the Administrative Agent reasonably determines will facilitate the
transition of the performance of such activities to the new Servicer, and Ingram
shall (at its own expense) cooperate with and assist such new Servicer in
effecting such transition. Such cooperation shall include access to and transfer
of records and use by the new Servicer of all licenses, hardware or software
reasonably necessary to collect the Pool Receivables and the Related
Security.

      


      (c) Ingram
acknowledges that the Administrative Agent and each member in each Purchaser
Group have relied on Ingram’s agreement to act as initial Servicer hereunder in
making their decision to execute and deliver this Agreement. Accordingly, Ingram
agrees that it will not resign as Servicer until thirty (30) days prior written
notice of the occurrence of a “Servicer Resignation
Event” (as defined below) has been delivered to the Administrative Agent
and each Purchaser Agent. As used herein a “Servicer Resignation
Event” shall mean Ingram’s determination that by reason of a change in
legal requirements the performance of its duties as Servicer under this
Agreement would cause it to be in violation of such legal requirements and
(i) the
Administrative Agent, with the consent of the Majority Purchasers, does not
elect to waive the obligations of the Servicer to perform the duties which such
change in legal requirements renders Ingram legally unable to perform and (ii)
Ingram is unable to delegate those duties to a Sub-Servicer.

      


      (d) The
Servicer may delegate all or any portion of its duties and obligations hereunder
to any subservicer (each, a “Sub-Servicer”); provided that, in
each such delegation, (i) such Sub-Servicer shall agree in writing to perform
the duties and obligations of the Servicer so delegated pursuant to the terms
hereof, (ii) the Servicer shall remain primarily liable to each Purchaser, the
Administrative Agent and each Purchaser Agent for the performance of the duties
and obligations so delegated, (iii) the Seller, the Administrative Agent and
each member of each Purchaser Group shall have the right to look solely to the
Servicer for performance of such duties and obligations, (iv) the terms of any
agreement with any Sub-Servicer shall provide that the Administrative Agent may
terminate such agreement upon the termination of the Servicer hereunder by
giving notice of its desire to terminate such agreement to the Servicer (and the
Servicer shall provide appropriate notice to such Sub-Servicer) and (v) if any
such delegation is to any Person other than an Affiliate of Ingram, the
Administrative Agent and the Majority Purchasers shall have consented in writing
in advance to such delegation.

      


      Section
4.2. Duties of
Servicer. (a) The Servicer shall take or cause to be taken all such
action as may be necessary or advisable to administer and collect each Pool
Receivable from time to time, all in accordance with this Agreement, all
applicable Laws and the Credit and Collection Policy, with reasonable care and
diligence and, in any event, with no less care and diligence than it uses in the
administering and collecting of its own assets and shall be responsible for
compliance with the reporting requirements applicable to it set forth in this
Agreement. The Servicer shall set aside for the accounts of the Seller and the
Purchasers the amount of the Collections to which each is entitled in accordance
with Article I
but when no Termination Event exists, shall not be required to segregate the
respective allocable shares of

       

       

      
        
          
          

        

        
          - 22
-

          
            

          

        

        
          
          

        

      

       

       

       

      Purchasers,
prior to the remittance thereof in accordance with said Article. The Servicer
may, in accordance with the Credit and Collection Policy, alter, amend, or
otherwise modify the terms of any Pool Receivable; provided, however, that in the
case of any such alteration, amendment, or modification which would cause such
Pool Receivable to no longer be an Eligible Receivable, and as a result thereof,
cause the Receivables Interest to exceed 100%, the Servicer shall be deemed to
have received a Collection of such Receivable from the Seller in an amount equal
to the lesser of (x) the Outstanding Balance of such Pool Receivable and (y) the
amount necessary to reduce such Receivables Interest to 100%; and provided, further, that if a
Termination Event or Unmatured Termination Event exists and Ingram is still
serving as Servicer, Ingram may make such alteration, amendment or modification
only in accordance with its customary procedures and consistent with past
practices and only if the Servicer believes in good faith that such alteration,
amendment or modification would maximize Collections (and, if a Termination
Event then exists, with the prior written approval of the Administrative Agent
and the Majority Purchasers). The Servicer shall hold for the benefit of the
Seller and the Administrative Agent (for the benefit of the Purchasers and
individually) in accordance with their respective interests, all records and
documents (including, computer tapes or disks) with respect to each Pool
Receivable. Notwithstanding anything to the contrary contained herein, during
the existence of a Termination Event, the Administrative Agent may direct the
Servicer (whether the Servicer is Ingram or any other Person) to commence or
settle any legal action to enforce collection of any Pool Receivable or to
foreclose upon or repossess any Related Security.

      


      (b) The
Servicer shall within one (1) Business Day following actual receipt of collected
funds turn over to the Originator the collections of any Excluded Receivable or
indebtedness that is not a Pool Receivable, less all reasonable and appropriate
out-of-pocket costs and expenses of such Servicer of servicing, collecting and
administering such collections; provided, however , the
Servicer shall not be under any obligation to remit any such funds to the Originator
unless and until the Servicer has received from the Originator supporting
documentation, which may consist of a ledger entry showing the invoice amount
matching the applicable collected payment amount, showing that the Originator is
entitled to such funds hereunder and under applicable Law. The Servicer shall as
soon as practicable upon demand, deliver to the Originator all records in its
possession that evidence or relate to any Excluded Receivable or indebtedness
that is not a Pool Receivable, and copies of records in its possession that
evidence or relate to any Excluded Receivable or indebtedness that is not a Pool
Receivable.

      


      (c)
Notwithstanding anything to the contrary contained in this Article IV, the
Servicer shall have no obligation to collect, enforce or take any other action
described in this Article IV with
respect to any Excluded Receivable or indebtedness that is not a Pool Receivable
other than to deliver to the Originator the collections and records with respect
to any such Excluded Receivable or indebtedness as described in Section 4.2(b). It is
expressly understood and agreed by the parties that such Servicer’s duties in
respect of any Excluded Receivable or indebtedness that is not a Pool Receivable
are set forth in this Section 4 .2 in their
entirety. Upon delivery by such Servicer of all collections and records relating
to any Excluded Receivable or indebtedness that is not a Pool Receivable to the
Originator, such Servicer shall have discharged in full all of its
responsibilities to make any such delivery.

      


      


      
        
          
          

        

        
          - 23
-

          
            

          

        

        
          
          

        

      

      


      


       

      
(d) The Servicer’s obligations hereunder
shall terminate on the Final Payout Date (or, if earlier, the date on which a
successor Servicer is designated by the Administrative Agent or the
effectiveness of a Servicer resignation pursuant to Section
4.1(a)).

      


      After
such termination the Servicer shall promptly deliver to the Seller all books,
records and related materials that the Seller previously provided to the
Servicer in connection with this Agreement.

      


      Section
4.3. Blocked Account
Arrangements. Prior to the initial Purchase hereunder, in accordance with
Section 1 of
Exhibit II, the
Originator and the Seller shall have entered into Blocked Account Agreements,
with each Blocked Account Bank, and delivered original counterparts of each such
agreement to the Administrative Agent. Solely during the existence of a
Termination Event or Unmatured Termination Event, or if at any time the Debt
Ratings of Ingram are less than “BB” by S&P or “Ba2” by Moody’s, the
Administrative Agent may, or at the direction of the Required Purchasers shall,
at any time give notice to each Blocked Account Bank that the Administrative
Agent is exercising its rights under the Blocked Account Agreements to do any or
all of the following: (i) to have the exclusive control of the Blocked Accounts
transferred to the Administrative Agent (on behalf of itself, the Purchaser
Agents and the Purchasers) and to exercise exclusive control over the funds
deposited therein, (ii) to have the proceeds (including Collections) of Pool
Assets that are sent to the respective Blocked Accounts be redirected pursuant
to the Administrative Agent’s instructions rather than deposited in the
applicable Blocked Account, and (iii) to take any or all other actions permitted
under the applicable Blocked Account Agreement; provided, that the
amounts described in clause (ii) above
shall continue to be applied in accordance with Section 1.4 (other
than as a Reinvestment pursuant to Section 1.4(b)(ii)
unless such redirection is solely the result of Ingram’s Debt Ratings being less
than “BB” by S&P or “Ba2” by Moody’s). The Seller hereby agrees that if the
Administrative Agent, at any time, takes any action set forth in the preceding
sentence, the Administrative Agent shall have exclusive control (on behalf of
itself, the Purchaser Agents and the Purchasers) of the proceeds (including
Collections) of all Pool Receivables and the Seller hereby further agrees to
take any other action that the Administrative Agent may reasonably request to
transfer such control (for the avoidance of doubt, such actions may not include
contacting Obligors or similar actions except as otherwise permitted hereunder
during the existence of a Termination Event, including pursuant to Section 4.4 below).
Any proceeds of Pool Receivables received by the Seller or the Servicer
thereafter shall be sent promptly (but in any event within one (1) Business Day)
to the Administrative Agent. The parties hereto hereby acknowledge that if at
any time the Administrative Agent takes control of any Blocked Account, the
Administrative Agent shall, in the case of collections other than of a Pool
Receivable, distribute or cause to be distributed such funds in accordance with
Section 4.2(b)
(including the proviso thereto) and Article I (in each
case as if such funds were held by the Servicer thereunder). Upon termination of
this Agreement in accordance with Section 6.9, the
Administrative Agent shall take such actions as are reasonably requested by the
Seller to terminate and release all of its right, title and interest in and
control of the Blocked Accounts.

      


      Section
4.4.   Enforcement  Rights.   (a)  At  any  time  during  the  existence  of  a
Termination
Event:

       

      
 

      
        
          
          

        

        
          - 24
-

          
            

          

        

        
          
          

        

      

      


      


       

      
(i) the Administrative Agent may, or at the
direction of the Required Purchasers shall, instruct the Seller or the Servicer
to give notice of the Purchaser Groups’ interest in Pool Receivables to each
Obligor, which notice shall direct that payment of all amounts payable under
such Pool Receivables be made directly to the Administrative Agent or its
designee (on behalf of such Purchaser Groups), and upon such instruction from
the Administrative Agent, the Seller or the Servicer, as the case may be, shall
give such notice at the expense of the Seller; provided, that if the
Seller or the Servicer, as the case may be, fails to so notify and direct each
Obligor, the Administrative Agent (at the Seller’s expense) may so notify and
direct the Obligors; and

      


      (ii) the
Administrative Agent may request the Seller and the Servicer to, and upon such
request the Seller and the Servicer shall (A) assemble all of the records
reasonably necessary or desirable to collect the Pool Receivables and the
Related Security, and make the same available to the Administrative Agent or its
designee (on behalf of itself, the Purchaser Agents and the Purchasers) at a
place selected by the Administrative Agent, (B) obtain consent to assign the
license for the use of, to the new Servicer, all software reasonably necessary
to collect the Pool Receivables and the Related Security, and deliver such
software to the Administrative Agent or its designee (on behalf of itself, the
Purchaser Agents and the Purchasers) and (C) segregate all cash, checks and
other instruments received by it from time to time constituting Collections with
respect to the Pool Receivables in a manner acceptable to the Administrative
Agent and, promptly upon receipt, remit all such cash, checks and instruments
duly endorsed or with duly executed instruments of transfer, to the
Administrative Agent or its designee.

      


      (b) Each
of the Seller and the Servicer hereby authorizes the Administrative Agent (on
behalf of each Purchaser Group), and irrevocably appoints the Administrative
Agent as its attorney-in-fact with full power of substitution and with full
authority in the place and stead of the Seller and the Servicer, which
appointment is coupled with an interest and which may be exercised by the
Administrative Agent only during the existence of a Termination Event, to take
any and all steps in the name of the Seller and the Servicer and on behalf of
the Seller and the Servicer necessary or desirable, in the determination of the
Administrative Agent, to collect any and all amounts or portions thereof due
under any and all Pool Assets, Pool Receivables or Related Security, including,
endorsing the name of the Seller or the Servicer on checks and other instruments
representing Collections and enforcing such Pool Assets, Pool Receivables,
Related Security and the related Contracts. Notwithstanding anything to the
contrary contained in this clause (b), none of
the powers conferred upon such attorney-in-fact pursuant to the immediately preceding
sentence shall subject such attorney-in-fact to any liability if any action
taken by it shall prove to be inadequate or invalid, nor shall they confer any
obligations upon such attorney-in-fact in any manner whatsoever, except to the
extent finally determined by a court of competent jurisdiction to have arisen
from its own gross negligence or willful misconduct.

      


      Section
4.5. Responsibilities
of the Originator; Assignment of Rights Under Receivables Sale
Agreement. (a) Anything herein to the contrary notwithstanding, the
Seller shall cause the
Originator (pursuant to the Receivables Sale Agreement) to (i) perform all of
its obligations, if any, under the Contracts related to the Pool Receivables to
the same extent as if interests in such Pool Receivables had not been
transferred to the Seller or the Administrative Agent on behalf of the
Purchasers, and the exercise by the Administrative Agent, the
Purchaser

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          
          

        

      

       

      
 

      
Agents or the Purchasers of their respective
rights hereunder shall not relieve the Originator from such obligations, and
(ii) pay when due any taxes, including, any sales taxes payable in connection
with the Pool Receivables and their creation and satisfaction of the Pool
Receivables without duplication of any such amounts paid pursuant to Section 1.9. None of
the Administrative Agent, the Purchaser Agents, or any of the Purchasers shall
have any obligation or liability with respect to any Pool Assets or any related
Contract, nor shall any of them be obligated to perform any of the obligations
of the Seller or the Originator under any of the foregoing.

      


      (b) The
Seller shall cause the Originator (pursuant to the Receivables Sale Agreement)
to hold in trust and promptly turn over to the Servicer (if the Servicer is not
Ingram) any Collections received by the Originator on the Seller’s
behalf.

      


      (c) The
Seller hereby assigns to the Purchasers, consistent with the Receivables Sale
Agreement, all rights of the Seller against the Originator under the Receivables
Sale Agreement and hereby agrees that (i) the Administrative Agent and the
Purchasers shall be third-party beneficiaries of the Seller’s rights under the
Receivables Sale Agreement, (ii) the Seller will enforce its rights under the
Receivables Sale Agreement at the direction, and not without the consent, of the
Administrative Agent and the Majority Purchasers and (iii) the Administrative
Agent shall be entitled to enforce such rights against the Originator as if the
Administrative Agent had been party to the Receivables Sale
Agreement.

      


      (d) Ingram
hereby irrevocably agrees that if at any time it shall cease to be the Servicer
hereunder, it shall act (if the then current Servicer so requests) as the
data-processing agent of the Servicer and, in such capacity, Ingram shall
conduct the data-processing functions of the administration of the Pool
Receivables and the Collections thereon in substantially the same way that
Ingram conducted such data-processing functions while it acted as the
Servicer.

      


      (e) The
Seller hereby agrees that during the period that this Agreement is in effect,
the prior consent of the Administrative Agent shall be required in order for the
Seller to grant any consent, authorization or approval under the Receivables
Sale Agreement.

      


      Section
4.6. Servicing
Fee. (a) The Servicer shall be paid monthly in arrears on each Settlement
Date a monthly fee equal to the product of (i) the Servicing Fee Rate, (ii) the
average outstanding Pool Receivables for the applicable month ending most
recently prior to such Settlement Date, (iii) the number of days in immediately
preceding Settlement Period and (iv) 1/365. The Servicing Fee shall be paid
through the distributions contemplated by Section 1.4(d) or as
otherwise contemplated by Section
1.4(c).

      


      (b) If
the Servicer ceases to be Ingram or an Affiliate thereof, the servicing fee
shall be the greater of: (i) the amount calculated pursuant to clause (a), and (ii)
an alternative amount determined upon the agreement of the successor Servicer
and the Administrative Agent.

      


      ARTICLE
V

      


      THE
AGENTS

      


      


      
        
          
          

        

        
          - 26
-

          
            

          

        

        
          
          

        

      

       

       

       

       

      
Section 5.1. Appointment and
Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably
designates and appoints BNP Paribas, as the “Administrative Agent” hereunder and
authorizes the Administrative Agent to take such actions and to exercise such
powers as are delegated to the Administrative Agent hereby and to exercise such
other powers as are reasonably incidental thereto. The Administrative Agent
shall hold, in its name, for the benefit of each Purchaser, ratably, the
Receivables Interest. The Administrative Agent shall not have any duties other
than those expressly set forth herein or any fiduciary relationship with any
Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be
read into this Agreement, or otherwise exist, against the Administrative Agent.
The Administrative Agent does not assume, nor shall it be deemed to have
assumed, any obligation to, or relationship of trust or agency with, the Seller
or the Servicer. Notwithstanding any provision of this Agreement or any other
Transaction Document to the contrary, in no event shall the Administrative Agent
ever be required to take any action which exposes the Administrative Agent to
personal liability or which is contrary to the provision of any Transaction
Document or applicable Law.


      


      (b) Each
Purchaser hereby irrevocably designates and appoints the respective institution
identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the
signature pages hereto or in the Assumption Agreement or Transfer Supplement
pursuant to which such Purchaser becomes a party hereto, and each authorizes
such Purchaser Agent to take such action on its behalf under the provisions of
this Agreement and to exercise such powers and perform such duties as are
expressly delegated to such Purchaser Agent by the terms of this Agreement, if
any, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, no
Purchaser Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Purchaser or
other Purchaser Agent or the Administrative Agent, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
such Purchaser Agent shall be read into this Agreement or otherwise exist
against such Purchaser Agent.


      


      (c) Except as
otherwise specifically provided in this Agreement (and except for the consent
rights specified in Section 5.9), the
provisions of this Article V are solely
for the benefit of the Purchaser Agents, the Administrative Agent and the
Purchasers, and neither the Seller nor Servicer shall have any rights as a
third-party beneficiary or otherwise under any of the provisions of this Article V, except
that this Article
V shall not affect any obligations, if any, which any Purchaser Agent,
the Administrative Agent or any Purchaser may have to the Seller or the Servicer
under the other provisions of this Agreement. Furthermore, no Purchaser shall
have any rights as a third-party beneficiary or otherwise under any of the
provisions hereof in respect of a Purchaser Agent which is not the Purchaser
Agent for such Purchaser.

      


      (d) In
performing its functions and duties hereunder, the Administrative Agent shall
act solely as the agent of the Purchasers and the Purchaser Agents and does not
assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for the Seller or the Servicer or any of their
successors and assigns. In performing its functions and duties hereunder, each
Purchaser Agent shall act solely as the agent of its respective Purchaser and
does not assume nor shall be deemed to have assumed any obligation or
relationship of trust

      


       

      
        
          
          

        

        
          - 27
-

          
            

          

        

        
          
          

        

      

       

       

       

      
or agency with or for the Seller, the
Servicer, any other Purchaser, any other Purchaser Agent or the Administrative
Agent, or any of their respective successors and assigns.

      


      Section
5.2. Delegation of
Duties. The Administrative Agent may execute any of its duties through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

      


      Section
5.3. Exculpatory
Provisions. None of the Purchaser Agents, the Administrative Agent or any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted (i) with the consent or at the direction of the
Majority Purchasers or Required Purchasers, as applicable (or in the case of any
Purchaser Agent, the Purchasers within its Purchaser Group that have a majority
of the aggregate Maximum Purchase Amount of such Purchaser Group), or (ii) in
the absence of such Person’s gross negligence or willful misconduct. The
Administrative Agent shall not be responsible to any Purchaser, Purchaser Agent
or other Person for (i) any recitals, representations, warranties or other
statements made by the Seller, the Servicer, the Originator or any of their
Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any Transaction Document, (iii) any failure of the Seller, the
Servicer, the Originator or any of their Affiliates to perform any obligation
hereunder or under the other Transaction Documents to which it is a party (or
under any Contract), or (iv) the satisfaction of any condition specified in
Exhibit II. The
Administrative Agent shall not have any obligation to any Purchaser or Purchaser
Agent to ascertain or inquire about the observance or performance of any
agreement contained in any Transaction Document or to inspect the properties,
books or records of the Seller, the Servicer, the Originator or any of their
respective Affiliates.

      


      Section
5.4. Reliance by
Agents. (a) Each Purchaser Agent and the Administrative Agent shall in
all cases be entitled to rely, and shall be fully protected in relying, upon any
document or other writing or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person and upon
advice and statements of legal counsel (including counsel to the Seller),
independent accountants and other experts selected by the Administrative Agent.
Each Purchaser Agent and the Administrative Agent shall in all cases be fully
justified in failing or refusing to take any action under any Transaction
Document unless it shall first receive such advice or concurrence of the
Majority Purchasers (or in the case of any Purchaser Agent, the Purchasers
within its Purchaser Group that have a majority of the aggregate Maximum
Purchase Amount of such Purchaser Group), and assurance of its indemnification,
as it deems appropriate.

      


      (b) The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Majority Purchasers, the Required Purchasers or all the Purchaser Agents, as
applicable, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all Purchasers, the Administrative Agent and
Purchaser Agents.

      


      (c) The
Purchasers within each Purchaser Group with a majority of the Maximum Purchase
Amount of such Purchaser Group shall be entitled to request or direct the
related Purchaser Agent to take action, or refrain from taking action, under
this Agreement on behalf of

       

       

      
        
          
          

        

        
          - 28
-

          
            

          

        

        
          
          

        

      

       

       

      
such Purchasers. Such Purchaser Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement in accordance with a request of such majority Purchasers, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all of such Purchasers within such Purchaser Agent’s Purchaser
Group.

      


      (d)
Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on
whose behalf such Purchaser Agent is purportedly acting, each party to this
Agreement may assume that (i) such Purchaser Agent is acting for the benefit of
each of the Purchasers in respect of which such Purchaser Agent is identified as
being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as
well as for the benefit of each assignee or other transferee from any such
Person, and (ii) each action taken by such Purchaser Agent has been duly
authorized and approved by all necessary action on the part of the Purchasers on
whose behalf it is purportedly acting. Each Purchaser Agent and its Purchaser(s)
shall agree amongst themselves as to the circumstances and procedures for
removal, resignation and replacement of such Purchaser Agent.

      


      Section
5.5. Notice of
Termination Events. Neither any Purchaser Agent nor the Administrative
Agent shall be deemed to have knowledge or notice of the existence of any
Termination Event or Unmatured Termination Event unless such Administrative
Agent has received notice from any Purchaser, Purchaser Agent, the Servicer or
the Seller stating that a Termination Event or an Unmatured Termination Event
has occurred hereunder and describing such Termination Event or Unmatured
Termination Event. In the event that the Administrative Agent receives such a
notice, it shall promptly give notice thereof to each Purchaser Agent whereupon
each such Purchaser Agent shall promptly give notice thereof to its related
Purchasers. In the event that a Purchaser Agent receives such a notice (other
than from the Administrative Agent), it shall promptly give notice thereof to
the Administrative Agent. The Administrative Agent shall take such action
concerning a Termination Event or an Unmatured Termination Event as may be
directed by the Required Purchasers (unless such action otherwise requires the
consent of all Purchasers), but until the Administrative Agent receives such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, as the Administrative Agent
deems advisable and in the best interests of the Purchasers and the Purchaser
Agents.

      


      Section
5.6. Non-Reliance on
Administrative Agent, Purchaser Agents and Other Purchasers. Each
Purchaser expressly acknowledges that none of the Administrative Agent, the Purchaser
Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by the Administrative Agent, or any Purchaser Agent hereafter
taken, including any review of the affairs of the Seller, Ingram, the Servicer
or the Originator, shall be deemed to constitute any representation or warranty
by the Administrative Agent or such Purchaser Agent, as applicable. Each
Purchaser represents and warrants to the Administrative Agent and the Purchaser
Agents that, independently and without reliance upon the Administrative Agent,
Purchaser Agents or any other Purchaser and based on such documents and
information as it has deemed appropriate, it has made and will continue to make
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Seller,
Ingram, the Servicer or the Originator, and the Receivables and its own decision
to enter into this Agreement and to take, or omit, action under any Transaction
Document. Except for items

       

       

      
        
          
          

        

        
          - 29
-

          
            

          

        

        
          
          

        

      

       

      
specifically
required to be delivered hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Purchaser Agent with any information
concerning the Seller, Ingram, the Servicer or the Originator or any of their
Affiliates that comes into the possession of the Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

      


      Section
5.7. Administrative
Agent and Affiliates. Each of the Purchasers, each of the Purchaser
Agents and the Administrative Agent and any of their respective Affiliates may
extend credit to, accept deposits from and generally engage in any kind of
banking, trust, debt, entity or other business with the Seller, Ingram, the
Servicer or the Originator or any of their Affiliates. With respect to the
acquisition of the Receivables Interest pursuant to this Agreement, each of the
Purchaser Agents and the Administrative Agent shall have the same rights and
powers under this Agreement as any Purchaser and may exercise the same as though
it were not such an agent, and the terms “Purchaser” and “Purchasers” shall
include, to the extent applicable, each of the Purchaser Agents and the
Administrative Agent in their individual capacities.

      


      Section
5.8. Indemnification. Each
Alternate Purchaser shall indemnify and hold harmless the Administrative Agent
(but solely in its capacity as Administrative Agent) and its officers,
directors, employees, representatives and agents (to the extent not reimbursed
by the Seller, the Servicer or the Originator and without limiting the
obligation of the Seller, the Servicer, or the Originator to do so), ratably
(based on its Maximum Purchase Amount) from and against any and all liabilities,
obligations, losses, damages, penalties, judgments, settlements, costs, expenses
and disbursements of any kind whatsoever (including in connection with any
investigative or threatened proceeding, whether or not the Administrative Agent
or such Person shall be designated a party thereto) that may at any time be
imposed on, incurred by or asserted against the Administrative Agent or such
Person as a result of, or related to, any of the transactions contemplated by
the Transaction Documents or the execution, delivery or performance of the
Transaction Documents or any other document furnished in connection therewith
(but excluding any such liabilities, obligations, losses, damages, penalties,
judgments, settlements, costs, expenses or disbursements resulting solely from
the gross negligence or willful misconduct of the Administrative Agent or such
Person as finally determined by a court of competent jurisdiction).

      


      Section
5.9. Successor
Administrative Agent. The Administrative Agent may, upon at least ten
(10) days’ notice to the Seller, each Purchaser and Purchaser Agent, resign as
Administrative Agent. Such resignation shall not become effective until a
successor Administrative Agent is appointed by the remaining Purchasers, and, if
no Termination Event then exists, with the consent of the Seller (such consent
not to be unreasonably withheld or delayed) if such appointment is to a Person
other than an existing Purchaser or Purchaser Agent, and has accepted such
appointment. Upon such acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with all the rights and duties of the
resigning Administrative Agent, and the resigning Administrative Agent shall be
discharged from its duties and obligations under the Transaction Documents, if
any. After any resigning Administrative Agent’s resignation hereunder, the
provisions of Sections
3.1 and 3.2 and this Article V shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
the Administrative Agent.

      


       

      
        
          
          

        

        
          - 30
-

          
            

          

        

        
          
          

        

      

       

       

      
ARTICLE VI

      


      MISCELLANEOUS

      


      Section
6.1. Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any
other Transaction Document, or consent to any departure by the Seller or the
Servicer therefrom, shall be effective unless in a writing signed by the
Administrative Agent and the Majority Purchasers and, in the case of any
amendment, by the other parties thereto and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
material amendment or waiver shall be effective until the Rating Agency
Condition shall have been satisfied with respect thereto; provided, further, that no such
amendment or waiver shall, unless signed by each Purchaser directly affected
thereby, (i) increase the Maximum Purchaser Amount of an Alternate Purchaser,
(ii) reduce the Capital or rate of Yield to accrue thereon or any Fees or other
amounts payable hereunder, (iii) postpone any date fixed for the payment of any
scheduled distribution in respect of the Capital or Yield with respect thereto
or any Fees or other amounts payable hereunder, (iv) change the definitions of
“Required Purchasers” or “Majority Purchasers”, (v) change the number of
Purchasers or Alternate Purchasers which shall be required to take any action
under this Section
6.1 or any other provision of this Agreement, (vi) release all or
substantially all of the property with respect to which a security or ownership
interest therein has been granted hereunder to the Administrative Agent or the
Purchasers, (vii) extend or permit the extension of the Termination Date (it
being understood that a waiver of a Termination Event shall not constitute an
extension of the Termination Date) or (viii) change the definition of “Eligible
Receivable”, “Aggregate Capital”, “Net Receivables Balance”, “Dilution Reserve”,
“Loss Reserve”, “Ratings-Based Reserve” or “Yield and Fee Reserve” or amend or
modify any defined term (or any defined term used directly or indirectly in such
defined term) used in such definitions in a manner that would change the
computation of the Receivables Interest; and provided, finally, that
immaterial amendments to the amount payable by or services provided to the Seller
under the Wilmington Trust Service Agreement may be made without the consent of
the Administrative Agent or any Purchaser, but with notice to the Administrative
Agent. No failure on the part of the Purchasers, the Purchaser Agents or the
Administrative Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.

      


      Section
6.2. Notices,
Etc. All notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (which shall include facsimile
communication) and sent or delivered, to each party hereto, at its address set
forth under its name on the signature pages hereof or at such other address as
shall be designated by such party in a written notice to the other parties
hereto. Notices and communications by facsimile shall be effective when received
(and shall be followed by hard copy sent by first class mail), and notices and
communications sent by other means shall be effective when
received.

      


      Section
6.3.   Successors and Assigns;
Participations; Assignments.

      


      (a) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Except as
otherwise

       

       

      
        
          
          

        

        
          - 31
-

          
            

          

        

        
          
          

        

      

       

      
 

      
provided in Section 4. 1(d),
neither the Seller nor the Servicer may assign or transfer any of its rights or
delegate any of its duties hereunder or under any Transaction Document without
the prior written consent of the Administrative Agent and each Purchaser
Agent.

      


      (b) Participations.
Except as otherwise specifically provided herein, any Purchaser may sell to one
or more Persons (each a “Participant”)
participating interests in the interests of such Purchaser hereunder; provided that (i) the
Purchaser shall have given prior written notice of such Participant to the
Seller and the Servicer and (ii) such Participant is not a competitor of Ingram
listed on Schedule
IX. Such Purchaser shall remain solely responsible for performing its
obligations hereunder, and the Seller, each Purchaser Agent and the
Administrative Agent shall continue to deal solely and directly with such
Purchaser in connection with such Purchaser’s rights and obligations hereunder.
A Purchaser shall not agree with a Participant to restrict such Purchaser’s
right to agree to any amendment or consent hereto, except those that require the
consent of all Purchasers. Each Purchaser that sells a participating interest in
the interests of such Purchaser hereunder to a Participant shall, as agent of
the Seller solely for the purpose of this Section 6.3(b),
record in book entries maintained by such Purchaser the name and the amount of
the participating interest of each Participant entitled to receive payments in
respect of such participating interests.

      


      (c) Assignments by Certain
Alternate Purchasers. Any Alternate Purchaser may assign to one
or more Persons (each a “Purchasing Alternate
Purchaser”), acceptable to the related Purchaser Agent in its sole
discretion, and, if no Termination Event then exists, with the consent of the
Seller (such consent not to be unreasonably withheld or delayed), any portion of
its Maximum Purchase Amount pursuant to a supplement hereto, substantially in
the form of Annex J
with any changes as have been approved by the parties thereto (each, a
“Transfer
Supplement”), executed by each such Purchasing Alternate Purchaser, such
selling Alternate Purchaser, such
related Purchaser Agent and the Administrative Agent and, if applicable, Seller.
Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed
copy thereof to the Seller, such Purchaser Agent and the Administrative Agent
and (iii) payment by the Purchasing Alternate Purchaser to the selling Alternate
Purchaser of the agreed purchase price, if any, such selling Alternate Purchaser
shall be released from its obligations hereunder to the extent of such
assignment and such Purchasing Alternate Purchaser shall for all purposes be an
Alternate Purchaser party hereto and shall have all the rights and obligations
of an Alternate Purchaser hereunder to the same extent as if it were an original
party hereto. The amount of the Maximum Purchase Amount of the selling Alternate
Purchaser allocable to such Purchasing Alternate Purchaser shall be equal to the
amount of the Maximum Purchase Amount of the selling Alternate Purchaser
transferred regardless of the purchase price, if any, paid therefor. The
Transfer Supplement shall be an amendment hereof only to the extent necessary to
reflect the addition of such Purchasing Alternate Purchaser as an “Alternate
Purchaser” and any resulting adjustment of the selling Alternate Purchaser’s
Maximum Purchase Amount.

      


      (d) Assignments to Alternate
Purchasers and other Program Support Providers. Any Conduit
Purchaser may at any time assign any portion of the Receivables Interest or
grant participating interests in its portion of the Receivables Interest to one
or more of its related Alternate Purchasers or other Program Support Providers
(subject to the consent of the Seller if the short term unsecured debt of such
Alternate Purchaser or Program Support Provider at the time of such assignment
is not rated at least “A-1” by S&P or “P-1” by Moody’s or if
such

       

       

      
        
          
          

        

        
          - 32
-

          
            

          

        

        
          
          

        

      

       

      
 

      
assignment would increase the amount of
withholding tax payable by the Seller). In the event of any such assignment or
grant by such Conduit Purchaser to a related Alternate Purchaser or other
Program Support Provider, such assigning or granting Conduit Purchaser shall be
released from its obligations hereunder to the extent of such assignment and
such Alternate Purchaser or Program Support Provider shall for all purposes have
all the rights and obligations of such assigning or granting Conduit Purchaser
hereunder to the same extent as if it were the original Conduit Purchaser. The
Seller agrees that each related Alternate Purchaser and Program Support Provider
of any Conduit Purchaser hereunder shall be entitled to the benefits of Section 1.7 and Section
1.8.

      


      
        (e)  [Reserved]

      

      


      (f) Enforcement through
Agents. Without limiting any other rights that may be available under
applicable Law, the rights of the Purchasers may be enforced through it or by
its agents, including the related Purchaser Agent and the Administrative
Agent.

      


      
        (g)  Other Assignment by Conduit
Purchasers. Each party hereto agrees and consents (i) to any
Conduit Purchaser’s assignment, participation, grant of security interests in or
other transfers of any portion of, or any of its beneficial interest in, the
Receivables Interest (or portion thereof), including to any collateral agent in
connection with its commercial paper program and (ii) to the
complete assignment by any Conduit Purchaser of all of its rights and
obligations hereunder to any other Person, and upon such assignment such Conduit
Purchaser shall be released from all obligations and duties, if any, hereunder;
provided, however, that such
Conduit Purchaser may not, without the prior consent of its related Alternate
Purchasers, make any such transfer of its rights hereunder unless the assignee
(i) is principally engaged in the purchase of assets similar to the assets being
purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the
assigning Conduit Purchaser and (iii) issues commercial paper or other notes
with credit ratings substantially comparable to the ratings of the assigning
Conduit Purchaser; provided, further, that such
Conduit Purchaser may not, if no Termination Event exists, make any such
assignment without the consent of the Seller if such assignment is to an
assignee other than (i) an assignee administered by a Purchaser Agent which
issues commercial paper or other notes with credit ratings the same as or higher
than the ratings of the assigning Conduit Purchaser (so long as such assignment
does not increase the amount of withholding tax payable by the Seller) or (ii)
any other Conduit Purchaser party to this Agreement. Any assigning Conduit
Purchaser shall deliver to any assignee a Transfer Supplement with any changes
as have been approved by the parties thereto, duly executed by such Conduit
Purchaser, assigning any portion of its interest in the Receivables Interest to
its assignee. Such assigning Conduit Purchaser shall promptly (i) notify each of
the other parties hereto of such assignment and (ii) take all further action
that the assignee reasonably requests in order to evidence the assignee’s right,
title and interest in such interest in the Receivables Interest and to enable
the assignee to exercise or enforce any rights of such Conduit Purchaser
hereunder. Upon the assignment of any portion of its interest in the Receivables
Interest, the assignee shall have all of the rights hereunder with respect to
such interest.

      

      


      (h) Federal Reserve
Assignments. Any Purchaser Group may at any time assign all or any portion
of its rights under this Agreement to any Federal Reserve Bank, as collateral
to

      


       

      
        
          
          

        

        
          - 33
-

          
            

          

        

        
          
          

        

      

       

       

      
 

      
secure any obligation of such Purchaser
Group to such Federal Reserve Bank. Such assignment may be made at any time
without notice or other obligation with respect to the assignment.

      


      (i) Opinions of Counsel.
If required by the Administrative Agent or the applicable Purchaser Agent
or to maintain the ratings of the Notes of any Conduit Purchaser, each Transfer
Supplement must be accompanied by an opinion of counsel of the assignee as to
such matters as the Administrative Agent or such Purchaser Agent may reasonably
request.

      


      (j) The Register. The
Administrative Agent shall maintain, in its name at its office, a copy of each
Transfer Supplement delivered to and accepted by it and a register (the “Register”) for the
recordation of the names and addresses of the Purchasers and the Maximum
Purchase Amount of, and the Capital of, each Purchaser from time to time, which
Register shall be available for inspection by the Seller or any Purchaser (but,
in the case of any Purchaser, only with respect to the entries in the Register
applicable to such Purchaser and the names of any other Purchasers) at any
reasonable time upon reasonable prior notice. The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error (which
manifest error shall include, for the avoidance of doubt, any error that is
obvious from the face of a calculation and any clearly demonstrable error in
failing to update the Register with an increase in the Capital of a Purchaser
attributable to additional Purchases hereunder), and the parties hereto shall
treat each Person whose name is recorded in the Register as a Purchaser
hereunder for all purposes of this Agreement. No Transfer Supplement shall be
effective until it is entered in the Register.

      


      Section
6.4. Costs, Expenses
and Taxes. In addition to the rights of indemnification granted under
Section 3.1,
Seller shall pay to the Administrative Agent, each Purchaser, each Purchaser
Agent and any Program Support Provider, on demand all reasonable and documented
out-of-pocket costs and expenses in connection with the preparation, execution,
delivery of this Agreement and the other Transaction Documents. In addition to
the rights of indemnification granted under Section 3.1, the
Seller shall pay to the Administrative Agent, each Purchaser, each Purchaser
Agent and any Program Support Provider, on demand all reasonable and documented
out-of-pocket costs and expenses in connection with (i) the administration
(including amendments or waivers of any provision) of this Agreement or the
other Transaction Documents, (ii) the sale of the Receivables Interest (or any
portion thereof), by the Seller to the Administrative Agent on behalf of such
parties, (iii) the perfection (and continuation) of the Administrative Agent’s
rights in the Pool Receivables, Collections and other Pool Assets, and (iv) the
enforcement by the Administrative Agent, and each Purchaser Agent on behalf of
itself or any member of the Purchaser Group for which such Purchaser Agent acts
as the Purchaser Agent, of the obligations of the Seller, the Servicer or the
Originator under the Transaction Documents or of any Obligor under a Pool
Receivable, including reasonable Attorney Costs for the Administrative Agent,
each Purchaser, each Purchaser Agent and any Program Support Provider, relating
to any of the foregoing or to advising the Administrative Agent, any Purchaser
Agent, any Purchaser and any Program Support Provider about its rights and
remedies under any Transaction Document or any related Program Support Agreement
and all reasonable costs and expenses (including Attorney Costs) of the
Administrative Agent, each Purchaser, each Purchaser Agent and any Program
Support Provider in connection with the enforcement or administration of the
Transaction Documents or any Program Support Agreement. The Seller and Servicer
shall, subject to the provisos set forth in Section 1(h) and
Section 2(f) of
Exhibit
IV,

       

       

      
        
          
          

        

        
          - 34
-

          
            

          

        

        
          
          

        

      

       

      
 

      
reimburse the Administrative Agent, each
Purchaser, each Purchaser Agent and any Program Support Provider, for the cost
of such Person’s auditors (which may be employees of such Person) auditing the
books, records and procedures of the Seller or the Servicer. The Seller shall
reimburse each Conduit Purchaser for all reasonable and documented costs and
expenses (other than taxes) incurred by such Conduit Purchaser in connection
with the Transaction Documents or the transactions contemplated thereby,
including costs related to the Rating Agencies and Attorney Costs of the
Administrative Agent and each Purchaser Agent on behalf of itself and each
member of the Purchaser Group for which such Purchaser Agent acts as the
Purchaser Agent. The Administrative Agent, each Purchaser Agent, and each
Purchaser agree, however, that unless a Termination Event or Unmatured
Termination Event exists all of such entities will be represented by a single
law firm. Any amounts payable under this Section 6.4 shall be
paid by the Seller to the applicable Person within five (5) Business Days
following written demand therefor, setting forth, in reasonable detail, the
calculation of such amount and the basis of such demand.

      


      Section
6.5. No Proceedings;
Limitation on Payments. (a) Each of the parties hereto agrees, for the
benefit of the holders of the privately or publicly placed indebtedness for
borrowed money of any Conduit Purchaser, not, prior to the date which is one (1)
year and one

      (1) day
after the payment in full of all privately or publicly placed indebtedness for
borrowed money of any Conduit Purchaser outstanding, to acquiesce, petition or
otherwise, directly or indirectly, invoke, or cause any Conduit Purchaser to
invoke an Insolvency Proceeding by or against any Conduit Purchaser. The
provisions of this clause (a) shall
survive the termination of this Agreement.

      


      (b)
Notwithstanding any provisions contained in this Agreement to the contrary, no
Conduit Purchaser shall or shall be obligated to, pay any amount, if any,
payable by it pursuant to this Agreement or any other Transaction Document
unless (i) such Conduit Purchaser has received funds which may be used to make
such payment and which funds are not required to repay its Notes when due and
(ii) after giving effect to such payment, either (x) such Conduit Purchaser
could issue Notes to refinance all outstanding Notes and Discretionary Advances
(assuming such outstanding Notes and Discretionary Advances matured at such
time) in accordance with the program documents governing such Conduit
Purchaser’s securitization program or (y) all Notes and Discretionary Advances
are paid in full. Any amount which such Conduit Purchaser does not pay pursuant
to the operation of the preceding sentence shall not constitute a claim (as
defined in §101 of the Bankruptcy Code) against or obligation of such Conduit
Purchaser for any such insufficiency unless and until such Conduit Purchaser
satisfies the provisions of clauses (i) and (ii) above. The
provisions of this clause (b) shall
survive any termination of this Agreement.

      


      Section
6.6. Confidentiality. (a)
Each of the Seller and Servicer agrees to maintain the confidentiality of this
Agreement and the other Transaction Documents (and all drafts thereof) (other
than the Ancillary Documents) in communications with third parties and
otherwise; provided
that this Agreement may be disclosed (i) to third parties to the extent
such disclosure is made pursuant
to a written agreement of confidentiality in form and substance reasonably
satisfactory to the Administrative Agent, (ii) pursuant to the order of any
court or administrative agency or in any pending legal or administrative
proceeding (provided that to the extent permitted by applicable Law, notice of
the same shall be provided to the Administrative Agent

       

       

      
        
          
          

        

        
          - 35
-

          
            

          

        

        
          
          

        

      

       

      
 

      
and the Administrative Agent shall have an
opportunity to challenge such disclosure), (iii) upon the request or demand of
any regulatory authority having jurisdiction over the Seller or Servicer or as
otherwise required by applicable Law (including disclosure reasonably determined
by the Seller or the Servicer to be necessary or desirable to comply with
federal or state securities laws), (iv) to the
extent that such information becomes publicly available other than by reason of
disclosure by the Seller or Servicer in breach of this Section 6.6(a) or (v)
to directors, officers, employees, legal counsel, independent auditors,
Affiliates, Rating Agencies and other experts or agents of the Seller or
Servicer who need to know such information, provided that the Seller or
Servicer, as applicable, shall be responsible for assuring that each such Person
maintains the confidentiality of such nonpublic information in accordance with
the terms of this Section
6.6.

      


      (b) Each of
the Administrative Agent, the Purchaser Agents and the Purchasers agrees to
maintain the confidentiality of any information regarding the Seller, the
Originator or the Pool Receivables obtained in accordance with the terms of this
Agreement but the Administrative Agent and each Purchaser Agent may reveal such
information (i) to Rating Agencies (or posted on a website solely available to
NRSROs as contemplated by SEC rules), loss notes investors in Purchasers,
purchasers or prospective purchasers of the securities issued in connection
with, or to lenders or prospective lenders or other investors (including the
Purchasers or any prospective Purchasers) providing financing for, the
transactions pursuant to the Transaction Documents, provided that each such
Person maintains the confidentiality of such nonpublic information, (ii)
pursuant to the order of any court or administrative agency or in any pending
legal or administrative proceeding (provided that to the extent permitted by
applicable Law notice of the same shall be provided to the Seller and the
Servicer and the Seller or the Servicer shall have an opportunity to challenge
such disclosure), (iii) upon the request or demand of any regulatory authority
having jurisdiction over the Administrative Agent, a Purchaser Agent or a
Purchaser or any of their Affiliates or as otherwise required by applicable Law,
(iv) to the extent that such information becomes publicly available other than
by reason of disclosure by the Administrative Agent, the Purchaser Agents or the
Purchasers in breach of this Section 6.6(b) or
(v) to
employees, legal counsel, independent auditors, Affiliates and other experts or
agents of the Administrative Agent, the Purchaser Agents and the Purchasers, as
applicable, shall be responsible for assuring that each such Person maintains
the confidentiality of such nonpublic information in accordance with the terms
of this Section
6.6.

      


      (c) Notwithstanding
any provisions herein or in any other Transaction Document, to the extent not
inconsistent with applicable securities Law, each of the parties hereto (and
each party’s employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure
(as such terms are defined in Section 1.6011-4 of the Treasury Regulations)
contemplated by the Transaction Documents and all materials of any kind
(including opinions or other tax analyses) that are provided to such parties
relating to such tax treatment and tax structure.

      


      Section
6.7. GOVERNING LAW AND
JURISDICTION. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      


      (b) ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR

       

       

      
        
          
          

        

        
          - 36
-

          
            

          

        

        
          
          

        

      

       

      
 

      
OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY NEW YORK LAW.

      


      Section
6.8. Execution in
Counterparts. This Agreement 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.

      


      Section
6.9. Termination;
Survival of Termination. This Agreement shall terminate on the Final
Payout Date. The provisions of Sections 1.7, 1.8, 1.9, 3.1, 3.2, 6.4, 6.5, 6.6, 6.7, 6.10, 6.15 and 6.16 shall survive
any termination of this Agreement.

      


      Section
6.10. WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

      


      Section
6.11. Sharing of
Recoveries. Each Purchaser agrees that if it receives any recovery,
through set-off, judicial action or otherwise, on any amount payable or
recoverable hereunder in a greater proportion than should have been received
hereunder or otherwise inconsistent with the provisions hereof, then the
recipient of such recovery shall purchase for cash an interest in amounts owing
to the other Purchasers (as return of Capital or otherwise), without
representation or warranty except for the representation and warranty that such
interest is being sold by each such other Purchaser free and clear of any
Adverse Claim created or granted by such other Purchaser, in the amount
necessary to create proportional participation by the Purchaser in such
recovery. If all or any portion of such amount is thereafter recovered from
the

       

       

      
        
          
          

        

        
          - 37
-

          
            

          

        

        
          
          

        

      

       

      
 

      
recipient, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

      


      Section
6.12. Right of
Setoff. During the existence of a Termination Event or Unmatured
Termination Event, each Purchaser is hereby authorized (in addition to any other
rights it may have) to setoff, appropriate and apply (without presentment,
demand, protest or other notice which are hereby expressly waived) any deposits
and any other indebtedness held or owing by such Purchaser (including by any
branches or agencies of such Purchaser) to, or for the account of, the Seller
against amounts owing by the Seller hereunder (even if contingent or unmatured);
provided that
such Purchaser (or the related Purchaser Agent) shall notify Seller concurrently
with such setoff.

      


      Section
6.13. Entire
Agreement. This Agreement and the other Transaction Documents required to
be delivered hereunder embody the entire agreement and understanding between the
parties hereto, and supersede all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.

      


      Section
6.14. Headings.
The captions and headings of this Agreement and in any Exhibit, Schedule or
Annex are for convenience of reference only and shall not affect the
interpretation hereof or thereof.

      


      Section
6.15. Conduit
Purchaser’s Liabilities. The obligations of the Conduit Purchasers under
this Agreement are solely the corporate obligations of such Conduit Purchaser.
No recourse shall be had for any obligation or claim arising out of or based
upon this Agreement against any stockholder, employee, officer, member, manager,
director, agent or incorporator of any Conduit Purchaser; provided, however, that this
Section 6.15
shall not relieve any such Person of any liability it might otherwise have for
its own gross negligence, willful misconduct or unlawful conduct. The agreements
provided in this Section 6.15 shall
survive termination of this Agreement.

      


      Section
6.16. Purchaser
Groups’ Liabilities. The obligations of each Purchaser Agent, the
Administrative Agent and each Purchaser under the Transaction Documents are
solely the corporate obligations of such Person. Except with respect to any
claim arising out of the willful misconduct or gross negligence of the
Administrative Agent, any Purchaser Agent or any Purchaser, no claim may be made
by the Seller or the Servicer or any other Person against the Administrative
Agent, any Purchaser Agent or any Purchaser or their respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any other Transaction Document, or any act,
omission or event occurring in connection therewith; and each of Seller or
Servicer hereby waives, releases, and agrees not to sue upon any claim for any
such damages, whether or not accrued and whether or not known or suspected to
exist in its favor.

      


      


      
        
          
          

        

        
          - 38
-

          
            

          

        

        
          
          

        

      

      
 

      
 

      
 

       

      
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

       

      
         

        
          	
                  INGRAM
      FUNDING INC.,

                  as
      Seller

                	 
	 	 	 	 
	 	 	 	 
	By:	
                  /s/
      Alain Monie

                	 
	 	Name:
      	
                  Alain
      Monie

                	 
	 	Title:
      	President	 
	 	 	 	 
	 	 	
                  c/o
      Ingram Micro Inc.

                  1600
      East St. Andrew Place

                  Santa
      Ana, California 92705

                  Attention:
      Corporate Treasurer

                  Telephone
      No.: (714) 382-4458

                  Facsimile
      No.: (714) 566-7918

                  


                  With
      a copy to:

                  


                  1600
      East St. Andrew Place

                  Santa
      Ana, California 92705

                  Attention:
      General Counsel

                  Telephone
      No.: (714) 382-2018

                  Facsimile
      No.:  (714)
566-9370

                


        

         

        
          
            
              	
                      INGRAM
      MICRO INC.,

                      as
      Servicer

                    	 
	 	 	 	 
	 	 	 	 
	By:	
                      /s/
      Alain Monie

                    	 
	 	Name:
      	
                      Alain
      Monie

                    	 
	 	Title:
      	
                      President
      and Chief Operating Officer

                    	 


              
                 

                
                  
                    
                      
                        	By:	
                                /s/
      William D. Humes

                              	 
	 	Name:
      	
                                
                                  William
      D. Humes

                                

                              	 
	 	Title:
      	
                                
                                  Senior
      Executive Vice President and Chief
      Financial Officer

                                

                              	 
	 	 	 	 
	 	 	
                                1600
      East St. Andrew Place

                                Santa
      Ana, California 92705

                                Attention:
      Corporate Treasurer

                                Telephone
      No.: (714) 382-4458

                                Facsimile
      No.: (714) 566-7918

                              


                      

                       

                    

                  

                

              

            

          

        

      

       

      
        	 	
                S-1

              	
                Signature
      Page to Ingram RPA

              
	 
      


      

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
         

        
          
            
              
                	 	 	With a copy to: 

                        


                        1600
      East St. Andrew Place

                        Santa
      Ana, California 92705

                        Attention:
      General Counsel

                        Telephone
      No.: (714) 382-2018

                        Facsimile
      No.:  (714) 566-9370

                      
	 	 	 	 


              

            

          

        

         

      

      
        
          	 	
                  S-2

                	
                  Signature
      Page to Ingram RPA

                
	 
      


        

        
          
             


          

          
             


            
            

          

          
             


          

        

        
           

          
            
              
                
                  
                    
                      	
                              THE
      PURCHASER GROUPS: 

                                


                                BNP
      PARIBAS, as Purchaser Agent for the Starbird

                                Purchaser
      Group

                              

                            	 
	 	 	 	 
	 	 	 	 
	By:	/s/
      Sean Reddington	 
	 	Name:
      	
                              
                                Sean
      Reddington

                              

                            	 
	 	Title:
      	
                              
                                Managing
      Director

                              

                            	 
	 	 	 	 
	 	 	 	 
	By:	/s/
      Philippe Mojon	 
	 	Name:	Philippe
    Mojon	 
	 	Title:
      	Director	 
	 	 	 	 
	 	 	
                              787
      Seventh Avenue

                              New
      York, New York 10019

                              Attention:
      Philippe Mojon

                              Telephone
      No.: (212) 841-2893

                              Facsimile
      No.: (212)
841-2140

                            


                    

                  

                

              

            

          

           

          
             

            
              
                
                  
                    
                      
                        	
                                
                                  BNP
      PARIBAS,

                                  as
      related Alternate Purchaser

                                

                              	 
	 	 	 	 
	 	 	 	 
	By:	/s/
      Sean Reddington	 
	 	Name:
      	
                                
                                  Sean
      Reddington

                                

                              	 
	 	Title:
      	
                                
                                  Managing
      Director

                                

                              	 
	 	 	 	 
	 	 	 	 
	By:	/s/
      Philippe Mojon	 
	 	Name:	Philippe
    Mojon	 
	 	Title:
      	Director	 
	 	 	 	 
	 	 	
                                787
      Seventh Avenue

                                New
      York, New York 10019

                                Attention:
      Philippe Mojon

                                Telephone
      No.: (212) 841-2893

                                Facsimile
      No.: (212) 841-2140

                              
	 	 	 
	 	 	 
	
                                MAXIMUM
      PURCHASE AMOUNT:
$300,000,000

                              


                      

                    

                  

                

              

            

             

          

        

      

      
        
          
            	 	
                    S-3

                  	
                    Signature
      Page to Ingram RPA

                  
	 
      


          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      	
                              STARBIRD
      FUNDING CORPORATION, 

                                as
      Conduit Purchaser

                              

                            	 
	 	 	 
	 	 	 
	By:	/s/
      David V. DeAngelis	 
	 	Name:
      	
                              
                                David V.
      DeAngelis

                              

                            	 
	 	Title:
      	
                              
                                Vice
      President

                              

                            	 
	 	 	 	 
	 	 	
                              
                                
                                  c/o
      Global Securitization Services, LLC

                                  114
      West 47th
      Street, Suite 2310

                                  New
      York, NY 10036

                                  Attention:
      Frank B. Bilotta

                                  Telephone
      No.: (212) 295-2777

                                  Facsimile
      No.: (212) 302-5151

                                  


                                  With
      a copy to:

                                  


                                  BNP
      Paribas

                                  787
      Seventh Avenue

                                  New
      York, New York 10019

                                  Attention:
      Philippe Mojon

                                  Telephone
      No.: (212) 841-2893

                                  Facsimile
      No.: (212)
  841-2140

                                

                              

                            


                    

                     

                  

                

              

            

          

        

      

      
        
          
            	 	
                    S-4

                  	
                    Signature
      Page to Ingram RPA

                  
	 
      


          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

          

           

          
            
              
                
                  
                    	
                            THE
      BANK OF NOVA SCOTIA, as Purchaser 

                              Agent
      for the Liberty Street Purchaser Group

                            

                          	 
	 	 	 
	 	 	 
	By:	/s/
      Darren Ward	 
	 	Name:
      	
                            
                              Darren
      Ward

                            

                          	 
	 	Title: 	
                            
                              Director

                            

                          	 
	 	 	 	 
	 	 	
                            
                              
                                One
      Liberty Plaza, 26th Floor

                                New
      York, New York 10006

                                Attention:
      Darren Ward

                                Telephone
      No.: (212) 225-5264

                                Facsimile
      No.: (212)
  225-5274

                              

                            

                          


                  

                   

                  
                    
                       

                      
                        
                          
                            
                              
                                	
                                        
                                          
                                            
                                              THE
      BANK OF NOVA SCOTIA, as
      related

                                              Alternate
      Purchaser

                                            

                                          

                                        

                                      	 
	 	 	 
	 	 	 
	By:	/s/
      Darren Ward	 
	 	Name:
      	
                                        
                                          Darren
      Ward

                                        

                                      	 
	 	Title: 	
                                        
                                          Director

                                        

                                      	 
	 	 	 	 
	 	 	
                                        
                                          
                                            One
      Liberty Plaza, 26th Floor

                                            New
      York, New York 10006

                                            Attention:
      Darren Ward

                                            Telephone
      No.: (212) 225-5264

                                            Facsimile
      No.: (212) 225-5274

                                          

                                        

                                      
	 	 	 
	 	 	 
	
                                        MAXIMUM
      PURCHASE AMOUNT: $200,000,000

                                      
	 	 	 


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	 	
                    S-5

                  	
                    Signature
      Page to Ingram RPA

                  
	 
      


          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        	
                                LIBERTY
      STREET FUNDING LLC, 

                                  as
      Conduit Purchaser

                                

                              	 
	 	 	 
	 	 	 
	By:	/s/
      Jill A. Russo	 
	 	Name:
      	
                                
                                  Jill A.
      Russo

                                

                              	 
	 	Title:
      	
                                
                                  Vice
      President

                                

                              	 
	 	 	 	 
	 	 	
                                
                                  
                                    
                                      c/o
      Global Securitization Services,
      LLC

                                      114
      West 47th Street, Suite 2310

                                      New
      York, New York 10036

                                      Attention:
      Andrew L. Stidd

                                      Telephone
      No.: (212) 302-5151

                                      Facsimile
      No.: (212) 302-8767

                                      


                                      With
      a copy to:

                                      


                                      The
      Bank of Nova Scotia

                                      One
      Liberty Plaza, 26th Floor

                                      New
      York, New York 10006

                                      Attention:
      Darren Ward

                                      Telephone
      No.: (212) 225-5264

                                      Facsimile
      No.: (212)
      225-5274

                                    

                                  

                                

                              


                      

                    

                  

                

              

            

          

           

        

      

      
        
          
            	 	
                    S-6

                  	
                    Signature
      Page to Ingram RPA

                  
	 
      


          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        	
                                BNP
      PARIBAS, 

                                  as
      Administrative Agent

                                

                              	 
	 	 	 
	 	 	 
	By:	/s/
      Sean Reddington	 
	 	Name:
      	
                                
                                  Sean
      Reddington

                                

                              	 
	 	Title:
      	
                                
                                  Managing
      Director

                                

                              	 


                      

                       

                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	By:	/s/
      Philippe Mojon	 
	 	Name:
      	
                                              
                                                Philippe
      Mojon

                                              

                                            	 
	 	Title:
      	
                                              
                                                Director

                                              

                                            	 
	 	 	 	 
	 	 	
                                              
                                                
                                                  
                                                    
                                                      787
      Seventh Avenue

                                                      New
      York, New York 10019

                                                      Attention:
      Philippe Mojon

                                                      Telephone
      No.: (212) 841-2893

                                                      Facsimile
      No.: (212)
      841-2140

                                                    

                                                  

                                                

                                              

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

      
        
          
            	 	
                    S-7

                  	
                    Signature
      Page to Ingram RPA

                  
	 
      


          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

             

          

        

        EXHIBIT
I

      

      


      DEFINITIONS

      


      1. Defined Terms. As
used in the Agreement (including the Exhibits, Schedules and Annexes), the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined).

      


      “Administrative Agent”
has the meaning set forth in the preamble to this Agreement.

      


      “Adverse Claim” means
a lien, security interest or other charge or encumbrance, or any other type of
preferential arrangement, it being understood that a lien, security interest or
other charge or encumbrance, or any other type of preferential arrangement, in
favor of the Administrative Agent (on behalf of itself, the Purchaser Agents and
the Purchasers) shall not constitute an Adverse Claim.

      


      “Affected Person” has
the meaning set forth in Section
1.7.

      


      “ Affiliate” means, as
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by or is under common control with such Person or is a director or
officer of such Person; except that in the case of each Conduit Purchaser,
“Affiliate” shall mean the holder of its voting securities or membership
interest, as the case may be.

      


      “Aggregate Capital”
means, at any time, the aggregate amount of Capital of all Purchasers
outstanding at such time.

      


      “Aggregate Yield” at
any time, means the sum of the aggregate for each Purchaser of the accrued and
unpaid Yield with respect to each such Purchaser’s Capital at such
time.

      


      “Agreement” has the
meaning set forth in the preamble hereto.

      


      “Agreed Upon Procedures
Report” means, the Agreed Upon Procedures Report, which report shall
cover the sample testing of procedures, data reports and calculations for two
(2)
Fiscal Months and be in a form and substance reasonably acceptable to the
Administrative Agent (with the consent of the Purchaser Agents).

      


      “Alternate Base Rate”
means, with respect to any Purchaser, for any day, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate shall be at all
times equal to the higher of:

      


      (a) the
rate of interest in effect for such day as publicly announced by the related
Purchaser Agent as its “reference rate.” Such “reference rate” is set by the
applicable Purchaser Agent based upon various factors including the applicable
Purchaser Agent’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate; and

       

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

       

       

      
(b)  0.50% per annum above the
latest Federal Funds Rate.

      


      “Alternate Purchaser”
means each Person listed as such for a Conduit Purchaser (or as the sole
Purchaser if the related Purchaser Group has no Conduit Purchaser), as set forth
on the signature pages of this Agreement or in any Assumption Agreement or
Transfer Supplement.

      


      “Alternate Rate” for
any Settlement Period for any Capital (or portion thereof) funded by any
Purchaser other than through the issuance of Notes, means an interest rate per
annum equal to either (a) the Eurodollar Rate for such Settlement Period or (b)
if:

      


      
        (i)  any of
the circumstances described in Section 1.10 exists,
or

      

      


      (ii) a
Settlement Period in which Yield is calculated at the CP Rate is terminated
as
described in the definition of “Yield”, 

      then the
Alternate Base Rate in effect (x) in the case of clause (a), on each
day of such Settlement Period or (y) in the case of clause (b), following
such termination.

      


      “Ancillary Documents”
means the Wilmington Trust Service Agreement, the Services and Indemnity
Agreement and the Delaware Affiliated Finance Company License.

      


      “Assumption Agreement”
means an agreement substantially in the form set forth in Annex I.

      


      “ Attorney Costs” means
and includes all reasonable fees and disbursements of any law firm or other
external counsel.

      


      “Average Payment Term”
means, for any Collection Period, the number of days computed as of the last day
of such Collection Period, as the weighted average payment term for the Pool
Receivables by the Servicer in accordance with its customary practices and
included in each Monthly Receivables Report.

      


      “Bankruptcy Code”
means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.)

      


      “ Blocked Account”
means a deposit account in the name of the Seller listed on Schedule II and
maintained at a bank or other financial institution acting as a Blocked
Account Bank pursuant
to a Blocked Account Agreement for the purpose of receiving
Collections.

      


      “Blocked Account
Agreement” means an agreement, in substantially the form of Annex C, between the
Originator, the Seller, the Administrative Agent and a Blocked Account Bank governing
the terms of the related Blocked Accounts.

      


      “Blocked Account Bank”
means, at any time, any of the banks holding a Blocked Account.

      


      


      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

      


       

      
“Brazilian/ISS
Judgment” means the commercial service tax assessed by the Sao Paulo
municipal tax authorities against Ingram Micro Brazil Ltda. in December 2007 in
an initial amount of 55.1 million Brazilian real, as such assessment was upheld
by the Sao Paulo municipal taxpayer council May 26, 2009.

      


      “Business Day ” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City, New York or in the State of California are authorized or required
by law to remain closed; provided that, when
used in connection with the Eurodollar Rate, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.

      


      “Capital” means with
respect to any Purchaser, the amount paid to the Seller in respect of the
Receivables Interest by such Purchaser pursuant to Section 1.2, as
reduced from time to time by Collections distributed and applied on account of
such Capital pursuant to Section 1.4(d)
and 1.4(f)
;
provided, that if such Capital shall have been reduced by any distribution
and thereafter all or a portion of such distribution is rescinded or must
otherwise be returned for any reason, such Capital shall be increased by the
amount of such rescinded or returned distribution, as though it had not been
made.

      


      “Capitalized Lease
Liabilities” of any Person means, at any time, any obligation of such
Person at such time to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) real and/or personal property, which
obligation is, or in accordance with GAAP (including Financial Accounting
Standard Board (“FASB”) Statement 13) is required to be, classified and
accounted for as a capital lease on a balance sheet of such Person at the time
incurred; and for purposes of this Agreement the amount of such obligation shall
be the capitalized amount thereof determined in accordance with such FASB
Statement 13.

      


      “Closing Date” means
April 26, 2010.

      


      “Collection Period”
means a Fiscal Month.

      


      “Collections” means,
with respect to any Pool Receivable, (a) all funds which are received by the
Originator, the Seller or the Servicer in payment of any amounts owed in respect
of such Pool Receivable (including purchase price, finance charges, interest and
all other charges), or applied to amounts owed in respect of such Pool
Receivable (including insurance payments and net proceeds of the sale or other
disposition of repossessed goods or other collateral or property of the related
Obligor or any other Person directly or indirectly liable for the payment of
such Pool Receivable and available to be applied thereon), (b) all Deemed
Collections thereof and (c) all other proceeds of such Pool
Receivable.

      


      “Conduit Purchaser”
means each special purpose entity that is a party to this Agreement, as a
Purchaser, or that becomes a party to this Agreement, as a Purchaser pursuant to
an Assumption Agreement, Transfer Supplement or otherwise.

      


      “Consolidated
Subsidiary” means any Subsidiary whose financial statements are required
in accordance with GAAP to be consolidated with the consolidated financial
statements delivered by Ingram from time to time in accordance with Section 2(k) of Exhibit
IV.

       

       

      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

       

      
 

      
“ Contingent Liability”
means any agreement, undertaking or arrangement (including any partnership,
joint venture or similar arrangement) by which any Person guarantees, endorses
or otherwise becomes or is contingently liable (by direct or indirect agreement,
contingent or otherwise) to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or obligation or any other liability of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other person, if the primary purpose or intent thereof by the
Person incurring the Contingent Liability is to provide assurance to the obligee
of such obligation of another Person that such obligation of such other Person
will be paid or discharged, or that any agreements relating thereto will be
complied with, or that the holders of such obligation will be protected (in
whole or in part) against loss in respect thereof. The amount of any Person’s
obligation under any Contingent Liability shall be deemed to be the lower of (a)
the outstanding principal or face amount of the debt, obligation or other
liability guaranteed thereby and (b) the maximum amount for which such Person
may be liable pursuant to the terms of the instrument embodying such Contingent
Liability, unless such obligation and the maximum amount for which such Person
may be liable are not stated or determinable, in which case the amount of such
Contingent Liability shall be such Person’s maximum reasonably anticipated
liability in respect thereof as determined by Ingram in good faith.

      


      “Contra Account” means
the Outstanding Balance of a Pool Receivable that is offset by a corresponding
account payable due from the Originator to the related Obligor.

      


      “Contract” means, with
respect to any Pool Receivable, any and all contracts, instruments, agreements,
leases, invoices, notes or other writings pursuant to which such Pool Receivable
arises or that evidence such Pool Receivable or under which an Obligor becomes
or is obligated to make payment in respect of such Pool Receivable.

      


      “ CP Rate” means, for
any Conduit Purchaser and for any Settlement Period for any Portion of Capital
(a) the per
annum rate equivalent to the weighted average cost as determined by the
applicable Purchaser Agent and which shall include commissions and fees of
placement agents and dealers, incremental carrying costs incurred with respect
to Notes of such Conduit Purchaser maturing on dates other than those on which
corresponding funds are received by such Conduit Purchaser, other borrowings by
such Conduit Purchaser (other than under any Program Support Agreement) and any
other costs associated with the issuance of Notes) of or related to the issuance
of Notes that are allocated, in whole or in part, by the applicable Purchaser
Agent to fund or maintain such Portion of Capital (and which may be also
allocated in part to the funding of other assets of such Conduit Purchaser);
provided, however, that if any
component of such rate is a discount rate, in calculating the “CP Rate” for such
Portion of Capital for such Settlement Period, the applicable Purchaser Agent
shall for such component use the rate resulting from converting such discount
rate to an interest bearing equivalent rate per annum; provided, further , that
notwithstanding anything in this Agreement or the other Transaction
Documents to the contrary, the Seller agrees that any amounts payable to a
Conduit Purchaser in respect of Yield for any Settlement Period with respect to
any Portion of Capital funded by such Conduit Purchaser at the CP Rate shall
include an amount equal to the portion of the face amount of the outstanding
Notes issued to fund or maintain such Portion of Capital that corresponds to the
portion of the proceeds of such Notes that was used to pay the interest
component of maturing Notes issued to fund or maintain such Portion of Capital,
to the extent

       

       

      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      

       

      
 

      
that such Conduit Purchaser had not received
payments of interest in respect of such interest component on or prior to the
maturity date of such maturing Notes (for purposes of the foregoing, the
“interest component” of Notes equals the excess of the face amount thereof over
the net proceeds received by such Conduit Purchaser from the issuance of Notes,
except that if such Notes are issued on an interest-bearing basis its “interest
component” will equal the amount of interest accruing on such Notes through
maturity) or (b) the rate designated as the “CP Rate” for such Conduit Purchaser
in an Assumption Agreement or Transfer Supplement pursuant to which such Person
becomes a party as a Conduit Purchaser to this Agreement.

      


      “ Credit Agreement”
means the Credit Agreement, dated as of August 23, 2007, among Ingram, Ingram
Micro Coordination Center B.V.B.A., Ingram Micro Europe Treasury LLC, Certain
Financial Institutions, Bank of America, N.A. and The Bank of Nova Scotia as in
effect on the Closing Date.

      


      “Credit and Collection
Policy” means those receivables credit and collection policies and
practices of the Originator in effect on the date of this Agreement and
previously furnished to the Purchaser Agents and the Administrative Agent and
described in Schedule
I, as modified in compliance with the Receivables Sale Agreement and this
Agreement.

      


      “Current Receivable”
means a Pool Receivable which has an Outstanding Balance and as to which no
payment, or portion thereof, remains unpaid past the original due date for such
payment.

      


      “ Days Sales
Outstanding” means, for any Collection Period, the number of days
calculated as of the last day of such Collection Period equal to the product of
(a) 30.5 and
(b) if the aggregate Outstanding Balance of Pool Receivables originated during
such Collection Period is greater than the aggregate Outstanding Balance of Pool
Receivables as of the last day of such Collection Period, the amount obtained by
dividing (i)
the aggregate Outstanding Balance of Pool Receivables as of the last day of such
Collection Period by (ii) the aggregate
Outstanding Balance of Pool Receivables originated during such Collection
Period, otherwise the sum of (i) one (1) plus (ii) the amount
obtained by dividing (A)(1) the
aggregate Outstanding Balance of Pool Receivables as of the last day of such
Collection Period minus (2) the
aggregate Outstanding Balance of Pool Receivables originated during such
Collection Period by (B) the aggregate
Outstanding Balance of Pool Receivables originated during the immediately
preceding Collection Period.

      


      “Debt” of any Person
means and includes the sum of the following (without duplication):

      


      (a) all
obligations of such Person for borrowed money, all obligations evidenced by
bonds, debentures, notes, investment repurchase agreements or other similar
instruments, and all securities issued by such Person providing for mandatory
payments of money, whether or not contingent;

      


      (b) all
obligations of such Person pursuant to revolving credit agreements or similar
arrangements to the extent then outstanding;

      


       

      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      

       

       

       

      (c) 
 all obligations of such Person to pay the
deferred purchase price of property or services, except (i) trade accounts
payable arising in the ordinary course of business, (ii) other accounts payable
arising in the ordinary course of business in respect of such obligations the
payment of which has been deferred for a period of 270 days or
less, (iii) other accounts payable arising in the ordinary course of business
none of which shall be, individually, in excess of $200,000 (in the case of
Ingram or any Subsidiary of Ingram other than the Seller) or $0 (in the case of
the Seller), and (iv) a lessee’s obligations under leases of real or personal
property not required to be capitalized under FASB Statement 13;

      


      (d) all
obligations of such Person as lessee under leases which shall have been or
should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities or
Synthetic Leases;

      


      (e) all
obligations of such Person to purchase securities (or other property) which
arise out of or in connection with the sale of the same or substantially similar
securities or property excluding any such sales or exchanges for a period of
less than forty-five (45) days;

      


      (f) all
obligations, contingent or otherwise, with respect to the stated amount of
letters of credit, whether or not drawn, issued for the account of such Person
to support the Debt of any Person other than Ingram or a Subsidiary of Ingram,
and bankers’ acceptances issued for the account of such Person;

      


      (g) all Debt
of others secured by a lien or encumbrance of any kind on any asset of such
Person, whether or not such Debt is assumed by such Person; provided that the
amount of any Debt attributed to any Person pursuant to this clause (g) shall be
limited, in each case, to the lesser of (i) the fair market value of the assets
of such Person subject to such lien or encumbrance and (ii) the amount of the
other Person’s Debt secured by such lien or encumbrance; and

      


      (h) all
guarantees, endorsements and other Contingent Liabilities of such Person in
respect of any of the foregoing;

      


      provided that it is
understood and agreed that, with respect to Ingram, the following are not “Debt”:

      


      (i) obligations
to pay the deferred purchase price for the acquisition of any business (whether
by way of merger, sale of stock or assets or otherwise), to the extent that such
obligations are contingent upon attaining performance criteria such as earnings
and such criteria shall not have been achieved;

      


      (ii) obligations
to repurchase securities issued to employees pursuant to any Pension Plan or
other contract or arrangement relating to employment upon the termination of
their employment or other events;

      


      
        (iii)  obligations
to match contributions of employees under any Pension Plan;

      

       

       

      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      

       

       

      (iv) 
 guarantees of any Obligor or any of their
respective Subsidiaries that are guarantees of performance, reclamation or
similar bonds or, in lieu of such bonds, letters of credit used for such
purposes issued in the ordinary course of business for the benefit of any
Subsidiary of Ingram, which would not be included on the consolidated financial
statements of any Obligor; and

      


      
        (v)  
Trade
Payables.

      

      


      “Debt Rating” means,
for any Person, the S&P long-term issuer credit rating or the Moody’s
corporate family rating, as applicable, for such Person.

      


      “Deemed Collections”
is defined in Section
1.4(e).

      


      “Default Rate” has the
meaning set forth in the Fee Letter.

      


      “Default Ratio” means,
for any Collection Period, the ratio (expressed as a percentage and rounded
upwards to the nearest 1/100 of 1%) calculated as of the last day of such
Collection Period equal to (i) the aggregate Outstanding Balance of Pool
Receivables which have been written-off before becoming sixty-one (61) days past
due and Pool Receivables which are sixty-one (61) to ninety (90) days past due
divided by (ii)
the Outstanding Balance of Pool Receivables originated in the Collection Period
ended four (4) Collection Periods prior to the last day of the most recently
ended Collection Period if the Average Payment Term is less than sixty-one (61)
days, otherwise in the Collection Period ended five (5) Collection Periods prior
to such day.

      


      “Defaulted Receivable”
means a Pool Receivable as to which (a) any payment, or part thereof remains
unpaid for more than sixty (60) days after the original due date for such
payment, (b) the Obligor is subject to a bankruptcy or insolvency proceeding, or
(c) in accordance with the Credit and Collection Policy, has been or should be
written-off as uncollectible.

      


      “Delaware Affiliated Finance
Company License” means the license granted by the State of Delaware to
the Seller to conduct business in the State of Delaware as an Affiliated Finance
Company.

      


      “Delinquency Ratio”
means the ratio (expressed as a percentage and rounded upwards to the nearest
l/100 of 1%) computed as of the last day of such Collection Period by dividing
(i) the aggregate Outstanding Balance of all Pool Receivables that were
Delinquent Receivables as of such day by (ii) the aggregate Outstanding Balance
of all Eligible Receivables as of such day.

      


      “Delinquent
Receivable” means a Pool Receivable as to which any payment, or part
thereof, remains unpaid for at least thirty (30) days from the original due date
for such payment and which is not a Defaulted Receivable.

      


      “Dilution” means, for
any Collection Period, an amount equal to the aggregate reductions in the
Outstanding Balance of Eligible Receivables as a result of any Dilution Factors
during such Collection Period.

       

      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      

       

       

       

      
“ Dilution Factors”
means (i) the failure by the Originator to deliver any merchandise or provide
any services or otherwise to perform under the underlying Contract or bill of
lading, (ii) any change in the terms of, or cancellation of, a Contract or
invoice or any other adjustment (including as a result of the application of any
special or other discounts or any reconciliations or as a result of the return
of any defective goods) by the Servicer which reduces the amount payable by the
Obligor on the related Pool Receivable, (iii) any setoff by an Obligor in
respect of any claim by such Obligor as to the amounts owed by it on the related
Pool Receivable, and (iv) any specific dispute (with respect to which a credit
is issued or the Obligor has asserted a specified reduction of the related Pool
Receivable) counterclaim or defense asserted by the Obligor of the related Pool
Receivable (except the discharge in bankruptcy of such Obligor).

      


      “Dilution Horizon
Ratio” means, for any Collection Period, a ratio (expressed as a
percentage and rounded upwards to the nearest 1/100th of 1%) computed as of the
last day of such Collection Period by dividing (i) the aggregate Outstanding
Balance of all Pool Receivables originated during such Collection Period by (ii)
the Net Receivables Balance as of such day.

      


      “Dilution Ratio”
means, for any Collection Period, the ratio (expressed as a percentage and
rounded upwards to the nearest 1/100th of 1%) computed as of the last day of
such Collection Period by dividing (i) the Dilution as of the last day of the
most recently ended Collection Period by (ii) the aggregate Outstanding Balance
of all Pool Receivables originated during the previous Collection
Period.

      


      “Dilution Reserve”
means, for any Collection Period, the product of (a) the Net Receivables Balance
as of the last day of such Collection Period and (b) the greater of (i) the
Minimum Dilution Reserve Percentage as of such last day and (ii) the Dynamic
Dilution Reserve Percentage as of such last day.

      


      “Dilution Spike”
means, as of the last day of any Collection Period, the highest Dilution Ratio
during the immediately preceding twelve Collection Periods ending on such
day.

      


      “Discretionary
Advance” means an unsecured discretionary advance made to a Conduit
Purchaser to repay maturing Notes.

      


      “Dynamic Dilution Reserve
Percentage” means, for any Collection Period, the following calculated as
of the last day of such Collection Period:

      


      [(SF x
ED) + ((DS - ED) x DS/ED)] x DHR

      


      where:

      


      SF = the
Stress Factor;

      


      ED = the
Expected Dilutions;

      


      DS = the
Dilution Spike;

      


      DHR = the
Dilution Horizon Ratio.

       

       

      
        
          
          

        

        
          I-8

          
            

          

        

        
          
          

        

      

       

      
 

      
“Dynamic Loss Reserve
Percentage” means, for any Collection Period, the product calculated as
of the last day of such Collection Period of (i) the highest Sales-Based Default
Ratio for the preceding twelve (12) Collection Periods ending on such day, (ii)
the Loss Horizon Ratio and (iii) the Stress Factor.

      


      “Eligible Receivable”
means, at any time, a Pool Receivable:

      


      (i) the
Obligor of which (A) is a resident of one of the 50 states of the United States,
(B) is not an Affiliate of the Seller or the Originator, (C) is not a
Governmental Authority and (D) is not subject to any action of the type
described in clause
(g) of Exhibit
V;

      


      
        (ii)  which is
denominated and payable only in U.S. dollars in the United
States;

      

      


      (iii) which has
a stated maturity and which stated maturity is not more than ninety (90) days
after the date on which such Receivable was originated;

      


      
        (iv)  which
arises in the ordinary course of the Originator’s business;

      

      


      (v) which
arises under a Contract which is in full force and effect and which is a legal,
valid and binding obligation of the related Obligor, enforceable against such
Obligor in accordance with its terms;

      


      
        (vi)  which
conforms with all applicable Laws in effect;

      

      


      (vii) which is
not the subject of any asserted dispute, offset, counterclaim, hold back,
defense, Adverse Claim or other claim and which does not arise from the sale of
inventory by the Originator which is subject to any Adverse Claim which has not
been released;

      


      (viii) which
complies with the requirements of the Credit and Collection Policy and the
payment and other terms of the Contract related to the Receivable are consistent
with customary terms for the Originator’s industry and type of Pool
Receivables;

      


      (ix) which
arises from the completion of the sale and shipment of goods (and such goods are
not subject to a bill and hold arrangement) or from the provision of services
and for which an invoice for such goods or services has been issued to the
related Obligor;

      


      (x) (A) which
is not subject to any contingent performance requirements of the Originator and
(B) which does not arise under a Contract that provides for any obligations of
the Originator after the creation of such Pool Receivable; provided, however, that
Receivables having an aggregate Outstanding Balance at any time of up to 1% of
the aggregate Outstanding Balance of all Pool Receivables at such time and which
are generated in the ordinary course of the

       

       

      
        
          
          

        

        
          I-9

          
            

          

        

        
          
          

        

      

       

      
 

      
Originator’s “Logistics” business may
qualify as Eligible Receivables notwithstanding their failure to satisfy clause (B)
hereof;

      


      (xi) which has
not been modified or restructured since its creation, except as permitted
pursuant to Section
1.4(e) or Section
4.2(a);

      


      (xii) in which,
immediately prior to the transfer thereof to the Seller, the Originator owned,
and immediately following the transfer thereof to the Seller, the Seller owns
good and marketable title, free and clear of any Adverse Claim, and which is
freely transferable and assignable by the Seller without the consent of the
Obligor;

      


      (xiii) for which
the Administrative Agent (on behalf of itself and each of the other Secured
Parties) shall have a valid and enforceable first priority perfected security
interest therein and in the Related Security and Collections with respect
thereto, and in the other related Pool Assets, in each case free and clear of
any Adverse Claim;

      


      (xiv) which
constitutes an account as defined in the UCC, and which is not evidenced by an
instrument or chattel paper;

      


      (xv) the
Obligor of which is not the Obligor of Defaulted Receivables having an aggregate
Outstanding Balance which exceeds 25% of all such Obligor’s Pool
Receivables;

      


      
        (xvi)  [Reserved]

      

      


      (xvii) solely
for the purposes of this Agreement, which is an account receivable representing
all or part of the sales price of merchandise, insurance or services within the
meaning of Section 3(c)(5)(A) of the Investment Company Act of
1940;

      


      
        (xviii)  which is
not a Defaulted Receivable;

      

      


      (xix) all
right, title and interest to and in which has been validly transferred by the
Originator directly to the Seller under and in accordance with the Receivables
Sale Agreement;

      


      (xx) the sale
of an undivided interest in which does not contravene or conflict with any Law;
and

      


      (xxi) which
arises under a Contract that contains an obligation to pay a sum certain of
money.

      


      Notwithstanding
the foregoing, to the extent any portion of the Outstanding Balance of a Pool
Receivable exceeds the sum of any Dilution thereto, such excess portion of the
Outstanding Balance shall be considered an Eligible Receivable subject to the
satisfaction of the other eligibility criteria described in clauses (i) through
(xxi)
above.

       

       

      
        
          
          

        

        
          I-10

          
            

          

        

        
          
          

        

      

       

      
 

      
“Engagement Letter”
means that certain letter agreement between Ingram and the Administrative Agent
dated March 8, 2010.

      


      “ERISA” means the
Employee Retirement Income Security Act of 1974 as amended from time to time,
and any successor statute of similar import, together with the regulations
thereunder, in each case as in effect from time to time. References to sections
of ERISA also refer to any successor sections.

      


      “ERISA Affiliate”
means: (a) any corporation that is a member of the same controlled group of
corporations (within the meaning of Section 414(b) of the Internal Revenue Code)
as the Seller or Ingram, (b) a trade or business (whether or not incorporated)
under common control (within the meaning of Section 414(c) of the Internal
Revenue Code) with the Seller or Ingram, or (c) a member of the same affiliated
service group (within the meaning of Section 414(m) of the Internal Revenue
Code) as the Seller or Ingram, any corporation described in clause (a) or any
trade or business described in clause
(b).

      


      “Eurodollar Rate”
means, for any Settlement Period, an interest rate per annum (rounded upward to
the nearest 1/100th of
1%) determined pursuant to the following formula:

      


      Eurodollar
Rate   =                            LIBO
RATE                   
      

       1.00
- Eurodollar Reserve Percentage.

      


      “Eurodollar Reserve
Percentage” means, for any Settlement Period, the maximum reserve
percentage (expressed as a decimal, rounded upward to the nearest 1/100th of
1%) in effect on the date the LIBO Rate for such Settlement Period is determined
under regulations issued from time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”) having a term
comparable to such Settlement Period.

      


      “Excluded Obligor”
means, with respect to any Excluded Receivable, the Person obligated to make
payments in respect of such Excluded Receivable.

      


      “Excluded Receivable”
shall mean, as of any date of determination, any indebtedness and payment
obligations of any Person to the Originator arising from a sale of merchandise
or services by the Originator that has the attributes listed on Schedule VIII or is
owing by a Person (i) listed as an “Obligor” on Schedule VIII, (ii)
that is not a resident of one of the 50 states of the United States, (iii) that
is an Affiliate of the Seller or the Originator, (iv) that is a Governmental
Authority or (v) requested from time to time by the Seller and subject to (x)
the prior written approval of the Administrative Agent and the Majority
Purchasers (such approval not to be unreasonably withheld or delayed) and (y)
the Rating Agency Condition. For the avoidance of doubt, any Obligor or
Receivable marked in the Records with a securitization customer manager code
shall be considered a Pool Receivable for all purposes hereunder whether or not
otherwise satisfying the conditions of this definition.

      


      “Expected Dilutions”
means, as of the last day of any Collection Period, the rolling average of the
Dilution Ratios for the preceding twelve (12) Collection Periods ending on such
day.

       

       

      
        
          
          

        

        
          I-11

          
            

          

        

        
          
          

        

      

       

       

       

      
“Family Stockholders”
has the same meaning as in the Board Representation Agreement dated as of
November 6, 1996 between Ingram Micro Inc., and each Person listed on the
signature pages thereof.

      


      “Federal Funds Rate”
means, for each Purchaser Group, for any date, the rate on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers announced or published on or most recently before such
date by the Federal Reserve Bank of New York.

      


      “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any
entity succeeding to any of its principal functions.

      


      “Fees” has the meaning
set forth in Section
1.5.

      


      “Fee Letter” has the
meaning set forth in Section
1.5.

      


      “Final Payout Date”
means the date after the Termination Date on which no Capital, Yield, Program
Fees or other Fees in respect of the Receivables Interest shall be outstanding
and all amounts owed by the Seller to any Purchaser, the Administrative Agent,
any Purchaser Agent and any other Indemnified Party or Affected Person shall
have been paid in full in cash.

      


      “Fiscal Month” means
the relevant period as listed in Schedule
X.

      


      “Floor Plan
Obligation” means, with respect to any Person, an obligation owed by such
Person arising out of arrangements whereby a third party makes payments for the
account of such Person directly or indirectly to a trade creditor of such Person
in respect of Trade Payables of such Person.

      


      “Floor Plan Support
Obligation” means any obligation, contingent or otherwise, of any Person
(the “Obligated Person”) in favor of another Person in respect of Floor Plan
Obligations held by the other Person that arise in connection with sales of
goods or services by the Obligated Person or its Affiliates.

      


      “GAAP” means at any
time generally accepted accounting principles of the United States as in effect
at such time.

      


      “GE Receivables Funding
Agreement” means the Receivables Funding Agreement, dated as of July 29,
2004, among the Seller, Ingram and General Electric Capital
Corporation.

      


      “GE Sale Agreement”
means the Receivables Sale Agreement, dated as of July 29, 2004, among each of
the entities party thereto from time to time as originators, Ingram and the
Seller.

      


      “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any body or entity exercising executive, legislative,
judicial, regulatory or administrative

       

       

      
        
          
          

        

        
          I-12

          
            

          

        

        
          
          

        

      

       

       

       

      
functions of or pertaining to government,
including, any court, and any Person owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

      


      “Group Maximum Purchase
Amount” means with respect to any Purchaser Group the aggregate of the
Maximum Purchase Amounts of the Alternate Purchasers within such Purchaser
Group.

      


      “Group Capital” means
with respect to any Purchaser Group, the aggregate of all Capital of the
Purchasers within such Purchaser Group.

      


      “Increased Cost” has
the meaning set forth in Section
1.7.

      


      “Indemnified Amounts”
has the meaning set forth in Section
3.1.

      


      “Indemnified Party”
has the meaning set forth in Section
3.1.

      


      “Independent Director”
means a natural person who, for the five-year period prior to his or her
appointment as Independent Director has not been, and during the continuation of
his or her service as Independent Director is not: (i) a direct, indirect or
beneficial stockholder, employee, director, member, manager, partner, officer,
affiliate or associate of the Originator, the Servicer, the Seller or any of
their respective Affiliates (other than his or her service as an Independent
Director of any such Person); (ii) a customer (other than as a consumer) or
supplier of the Originator, the Servicer, the Seller or any of their respective
Affiliates (other than his or her service as an Independent Director of any such
Person); or (iii) any member of the immediate family of a Person described in
(i) or (ii).

      


      “Ingram” means Ingram
Micro Inc., a Delaware corporation.

      


      “Ingram Entity” has
the meaning set forth in clause (l) of the
covenants of the Seller set forth in Exhibit
IV.

      


      “Insolvency
Proceeding” means, with respect to any Person, (i) any case, action or
proceeding before any court or other Governmental Authority seeking to declare
it bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts,
(ii) seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property, or (ii) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement
in respect of its creditors generally or any substantial portion of its
creditors; in each case, undertaken under any Law relating to bankruptcy,
insolvency or reorganization or relief of debtors (including the Bankruptcy
Code).

      


      “Interim Receivables
Report” means a report described in Section 2(a) of
Exhibit
II.

      


      “ Law” means any law
(including common law), constitution, statute, treaty, regulation, rule,
ordinance, order, injunction, writ, decree, judgment, award or similar item of
or by a Governmental Authority.

       

       

      
        
          
          

        

        
          I-13

          
            

          

        

        
          
          

        

      

       

       

      
“Legal Final Maturity
Date” means the date which is 1 year after the Termination Date.

      


      “LIBO Rate” means,
with respect to any Purchaser Group and Settlement Period, the rate per annum determined on the
basis of the offered rate for deposits in Dollars of amounts equal or comparable
to the applicable Portion of Capital offered for a term comparable to such
Settlement Period, which rates appear on page LIBOR01 on the Reuters Screen or
any successor page effective as of 11:00 a.m., London time, two (2) LIBO Rate
Business Days before the first day of such Settlement Period, provided that if no
such offered rates appear on such page, the LIBO Rate for such Settlement Period
will be the arithmetic average (rounded upwards, if necessary, to the next
higher 1/100th of 1%) of rates quoted by not less than two (2) major banks in
New York City, selected by the applicable Purchaser Agent, at approximately
10:00 a.m., New York City time, two (2) LIBO Rate Business Days prior to the
first day of such Settlement Period, for deposits in Dollars offered by leading
European banks for a period comparable to such Settlement Period in an amount
comparable to the applicable Portion of Capital.

      


      “LIBO Rate Business
Day” means any day on which dealings in Dollar deposits are carried on in
the London interbank market.

      


      “Liquidity Agreement”
means any agreement entered into in connection with this Agreement pursuant to
which a Liquidity Provider agrees to make purchases or advances to, or purchase
assets from, a Conduit Purchaser in order to provide liquidity for such Conduit
Purchaser.

      


      “Liquidity Provider”
means each bank or other financial institution that provides liquidity support
to a Conduit Purchaser pursuant to the terms of a Liquidity Agreement; provided
that such bank or financial institution has a short term debt rating of at least
“A -1” by S&P or “P -1” by Moody’s at the time it becomes a Liquidity
Provider hereunder, it being understood that an Alternate Purchaser may also be
a Liquidity Provider.

      


      “Litigation” shall
mean, with respect to any Person, any action, claim, lawsuit, demand,
investigation or proceeding pending or threatened against such Person before any
court, board, commission, agency or instrumentality of any federal, state, local
or foreign government or of any agency or subdivision thereof or before any
arbitrator or panel of arbitrators.

      


      “Loss Horizon Ratio”
means, for any Collection Period, a ratio (expressed as a percentage rounded
upwards to the nearest 1/100 of 1%) computed as of the last day of such
Collection Period by dividing (i) the aggregate Outstanding Balance of all Pool
Receivables originated during the preceding five (5) Collection Periods ending
on such day if the Average Payment Term is less than sixty-one (61) days,
otherwise the preceding six (6) Collection Periods ending on such day by (ii)
the Net Receivables Balance as of such day.

      


      “Loss-to-Liquidation
Ratio” means, for any Collection Period, the ratio (expressed as a
percentage and rounded upward to the nearest 1/100th of
1%) computed as of the last day of such Collection Period by dividing (i) the
aggregate Outstanding Balance of all Pool Receivables which in accordance with
the Credit and Collection Policy were written off by the

      


       

      
        
          
          

        

        
          I-14

          
            

          

        

        
          
          

        

      

       

       

      
Servicer
as uncollectible during the Collection Period ending on such day by (ii) the
aggregate amount of Collections of Pool Receivables actually received during
such period.

      


      “Loss Reserve” means,
for any Collection Period, an amount equal to the Net Receivables Balance as of
the last day of such Collection Period multiplied by the
greater of (i) the Minimum Loss Reserve Percentage as of such day and (ii) the
Dynamic Loss Reserve Percentage as of such day.

      


      “Majority Purchasers”
means, at any time, the Alternate Purchasers whose Maximum Purchase Amounts
aggregate to more than 50% of the aggregate of the Maximum Purchase Amounts of
all Alternate Purchasers; provided, however, that so long
as there are two

      (2) or
fewer Alternate Purchasers, then “Majority Purchasers” shall mean all Alternate
Purchasers.

      


      “Material Adverse
Effect” means, with respect to any event or circumstance, a material
adverse effect on:

      


      (i) the
ability of the Servicer, Originator or the Seller to perform its obligations
under this Agreement or any other Transaction Document (other than the Ancillary
Documents); or

      


      (ii) (A) the
validity or enforceability of any Transaction Document (other than the Ancillary
Documents) or (B) the validity, enforceability or collectibility of the Pool
Assets, taken as a whole or any significant portion thereof;

      


      “Maximum Purchase
Amount” means, with respect to each Alternate Purchaser, the maximum
amount which such Purchaser is required to fund hereunder on account of any
Purchase, as set forth below its signature to this Agreement or in the
Assumption Agreement or other agreement pursuant to which it became a Purchaser,
as such amount may be modified in connection with any subsequent assignment
pursuant to Section
6.3(c) or in connection with a change in the Program Limit pursuant to
Section 1.1(b)
or Section
1.2(e).

      


      “Minimum Dilution Reserve
Percentage” means 5%.

      


      “Minimum Loss Reserve
Percentage” means 10%.

      


      “Monthly Receivables
Report” means a report, in substantially the form of Annex D-1, furnished
by the Servicer to the Administrative Agent and each Purchaser Agent pursuant to
Section
2(k)(iii)(B) of the covenants of the Servicer set forth in Exhibit
IV.

      


      “Moody’s” means
Moody’s Investors Service, Inc.

      


      “Net Receivables
Balance” means at any time the aggregate Outstanding Balance of Eligible
Receivables reduced by the sum of (i) the aggregate amount by which the
Outstanding Balance of Eligible Receivables of each Obligor exceeds the product
of (A) the Normal Concentration Percentage for such Obligor and (B) the
Outstanding Balance of the Eligible Receivables and (ii) the Other Deductions at
such time.

       

       

      
        
          
          

        

        
          I-15

          
            

          

        

        
          
          

        

      

       

       

       

      
“Normal Concentration
Percentage” means, (i) with respect to Obligors which have senior
unsecured debt ratings of “AA-” or higher by S&P or “Aa3” or higher by
Moody’s, 10%; (ii) with respect to Obligors not described in clause (i) above and
which have senior unsecured debt ratings of “A-1” or “A-” or higher by S&P
or “P-1” or “A3” or higher by Moody’s, 5%; (iii) with respect to Obligors not
described in clause
(i) or (ii) and which have a
senior unsecured debt rating of “A -2” or “BBB-“ or higher by S&P and “P-2”
or “Baa3” or higher by Moody’s, 3.5%; and (iv) with respect to all other
Obligors, 2%. If an Obligor has a senior unsecured credit rating from both
S&P and Moody’s, the lower rating will be used for the purposes of this
definition; provided that if an
Obligor has a senior unsecured credit rating from only one of the agencies
(either S&P or Moody’s), such credit rating shall be
used subject to the satisfaction of the Rating Agency Condition with
respect to the rating agency from which such Obligor does not have
a senior unsecured credit rating. With respect to any Special Obligor, the
Normal Concentration Percentage may be such other higher percentage as agreed by
the Administrative Agent in writing; provided such higher
percentage shall only be effective upon satisfaction of the Rating Agency
Condition with respect to S&P; provided, further, that the
Administrative Agent may for credit reasons reduce or cancel any other higher
percentage for any Special Obligor upon three (3) Business Days’ notice to the
Servicer.

      


      “Notes” means short
-term promissory notes issued or to be issued by any Conduit Purchaser to fund
its investments in accounts receivable or other financial assets.

      


      “NRSRO” means any
rating agency designated as a Nationally Recognized Statistical Rating
Organization by the SEC.

      


      “ Obligor” means, with
respect to any Pool Receivable, the Person obligated to make payments pursuant
to the Contract relating to such Pool Receivable.

      


      “Originator” means
Ingram and each Subsidiary of Ingram which becomes a party to the Receivables
Sale Agreement as an Originator with the prior written consent of the
Administrative Agent and the Majority Purchasers (it being understood that as of
the Closing Date Ingram shall be the only Originator and references herein to
“the Originator” mean “all Originators”, “each Originator” or “any Originator”
as the context may require).

      


      “Other Deductions”
means the aggregate amount of all liabilities owed by the Originator or any of
its Affiliates to any Obligors, including security deposits, Contra Accounts,
unallocated credit memos, accrued rebates and other similar items.

      


      “Outstanding Balance”
of any Pool Receivable at any time means the then outstanding principal balance
thereof, excluding any late payment charges, delinquency charges or extension or
collection fees.

      


      “Participant” has the
meaning set forth in Section
6.3(b).

      


      “Pension Plan” means a
“pension plan” as such term is defined in section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than any “multiemployer plan” in section
4001(a)(3) of ERISA), and to which the Originator or any ERISA Affiliate may
have any liability, including any liability by reason of having been a
substantial employer within the

       

       

      
        
          
          

        

        
          I-16

          
            

          

        

        
          
          

        

      

       

       

      
 

      
meaning of 4063 of ERISA at any time during
the preceding five years, or by reason of being deemed to be a contracting
sponsor under section 4069 of ERISA.

      


      “Percentage” means,
for each Alternate Purchaser in a Purchaser Group, such Alternate Purchaser’s
Maximum Purchase Amount divided by the total of all Maximum Purchase Amounts of
all Alternate Purchasers in such Purchaser Group.

      


      “Person” means an
individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited liability
company or other entity, or a government or any political subdivision or agency
thereof.

      


      “Pool Assets” has the
meaning set forth in Section
1.2(d).

      


      “Pool Receivable”
means a Receivable in the Receivables Pool.

      


      “Portion of Capital”
means, with respect to any Purchaser and its related Capital, the portion of
such Capital being funded or maintained by such Purchaser by reference to a
particular interest rate basis.

      


      “Program Fee” with
respect to each Purchaser Group, has the meaning set forth in the Fee
Letter.

      


      “Program Limit” means
$500,000,000 as such amount may be (i) reduced pursuant to Section 1.1(b) or
(ii) increased pursuant to Section 1.2(e).
References to the unused portion of the Program Limit shall mean, at any time,
the Program Limit minus the then outstanding Aggregate Capital.

      


      “Program Support
Agreement” means and includes any Liquidity Agreement and any other
agreement entered into by any Program Support Provider providing for (a) the
issuance of one or more letters of credit for the account of any Conduit
Purchaser, (b) the issuance of one or more surety bonds for which any Conduit
Purchaser is obligated to reimburse the applicable Program Support Provider for
any drawings thereunder, (c) the sale by any Conduit Purchaser to any Program
Support Provider of the Receivables Interest (or portions thereof) maintained by
such Conduit Purchaser or (d) the making of loans or other extensions of credit
to any Conduit Purchaser in connection with such Conduit Purchaser’s
securitization program together with any letter of credit, surety bond or other
instrument issued thereunder but excluding any discretionary advance facility
provided by the applicable Purchaser Agent.

      


      “Program Support
Provider” means and includes with respect to each Conduit Purchaser, any
Alternate Purchaser, any Liquidity Provider and any other Person (other than any
customer of such Conduit Purchaser) now or hereafter extending credit or having
a commitment to extend credit to or for the account of, or to make purchases
from, such Conduit Purchaser pursuant to any Program Support
Agreement.

      


      “Property” means (i)
any property or asset of any kind, real, personal or mixed, tangible or
intangible, wherever situated and (ii) any right, title or interest in or to any
such property or asset.

       

       

      
        
          
          

        

        
          I-17

          
            

          

        

        
          
          

        

      

       

       

       

      
“Protiviti” means
Protiviti Inc.

      


      “Purchase” has the
meaning set forth in Section
1.1(a).

      


      “Purchase Date” means
the date on which a Purchase or a Reinvestment is made pursuant to this
Agreement.

      


      “Purchase Notice” has
the meaning set forth in Section
1.2(a).

      


      “Purchase Price” has
the meaning set forth in Section 2.2 of the Receivables Sale Agreement.

      


      “Purchase Termination
Event” has the meaning set forth in Section 6.1 of the Receivables Sale
Agreement.

      


      “Purchaser” means each
Conduit Purchaser and/or each Alternate Purchaser, as applicable.

      


      “Purchaser Agent”
means each Person acting as agent on behalf of a Purchaser Group and designated
as a Purchaser Agent for such Purchaser Group on the signature pages to this
Agreement or any other Person who becomes a party to this Agreement as a
Purchaser Agent pursuant to an Assumption Agreement or a Transfer
Supplement.

      


      “Purchaser Group”
means, for each Conduit Purchaser, such Conduit Purchaser, its related Alternate
Purchasers, its related Purchaser Agent and its related Liquidity
Providers.

      


      “Purchasing Alternate
Purchaser” has the meaning set forth in Section
6.3(c).

      


      “Ratable Share” means,
for each Purchaser Group, the percentage equivalent of a fraction, the numerator
of which equals the sum of the Maximum Purchase Amounts of the Alternate
Purchasers which are members of such Purchaser Group and the denominator of
which equals the sum of the Maximum Purchase Amounts of all Alternate Purchasers
in all Purchaser Groups at such time.

      


      “ Rating Agency” means,
with respect to any Purchaser Group, any or all of S&P and/or Moody’s which
rates the Notes issued by the Conduit Purchaser in such Purchaser
Group.

      


      “Rating Agency
Condition” means, with respect to any event or occurrence, the applicable
Purchaser Agent shall have provided prior written notice thereof to each Rating
Agency and each such Rating Agency shall not have downgraded or withdrawn the
then-current rating on the Notes of the related Conduit Purchaser.

      


      “Ratings-Based
Reserve” means, for any Collection Period, an amount equal to the Net
Receivables Balance as of the last day of such Collection Period times the
following:

      


      (i)  0% if the Debt
Ratings of Ingram are then “BB” or “Ba2” or above;

      


      


      
        
          
          

        

        
          I-18

          
            

          

        

        
          
          

        

      

       

       

       

      
        (ii)  
 5% if the Debt Ratings of Ingram are then
“BB-” or “Ba3”;

      

      


      
        (iii)  15% if
the Debt Ratings of Ingram are then “B+” or “B1”; or

      

      


      
        (iv)  25% if
the Debt Ratings of Ingram are then “B” or “B2” or less or unrated;

      

      


      provided, however, that (i) if
Ingram has a split rating, the applicable rating will be the lower of the two and
(ii) if Ingram is rated by either S&P or Moody’s (but not both), the
applicable rating shall be the rating of the remaining rating agency and (iii)
if Ingram is not rated by either S&P or Moody’s, the applicable percentage
shall be the one set forth in clause (iv)
above.

      


      “Receivable” means any
indebtedness and other obligations (whether or not earned by performance) (other
than an Excluded Receivable) owed to the Originator or the Seller, as assignee
of the Originator, or any right of the Seller or the Originator to payment from
or on behalf of an Obligor whether constituting an account, chattel paper or
general intangible, arising in connection with merchandise that have been or are
to be sold or otherwise disposed of, or services rendered or to be rendered by
the Originator, and includes the obligation to pay any finance charges, fees and
other charges with respect thereto. Indebtedness and other obligations arising
from any one transaction, including indebtedness and other obligations
represented by an individual invoice or agreement, shall constitute a Receivable
separate from a Receivable consisting of the indebtedness and other obligations
arising from any other transaction.

      


      “Receivables Interest”
means, at any time, the undivided percentage ownership interest in (i) each and
every Pool Receivable now existing or hereafter arising, other than any Pool
Receivable that arises on or after the Final Payout Date, (ii) all Related
Security with respect to such Pool Receivables, and (iii) all Collections with
respect to, and other proceeds of, such Pool Receivables and Related Security.
Such undivided percentage interest shall be computed as

       

      
        AC +
LR+  DR  +  YFR  +  RBR

      

      
        NRB

      

       

      
        	
                where:

              	 	 	 
	
                AC

              	
                =

              	
                the
      Aggregate Capital at the time of computation.

              	 
      
	
                DR

              	
                =

              	
                the
      Dilution Reserve at the time of computation.

              	 
      
	
                LR

              	
                =

              	
                the
      Loss Reserve at the time of computation.

              	 
      
	
                NRB

              	
                =

              	
                the
      Net Receivables Balance at the time of

              	 
      
	 
      	 
      	
                computation.

              	 
      
	
                RBR

              	
                =

              	
                the
      Ratings-Based Reserve at the time of computation.

              	 
      
	
                YFR

              	
                =

              	
                the
      Yield and Fee Reserve at the time of computation.

              	 
      


      

      


      The
Receivables Interest shall be determined from time to time pursuant to the
provisions of Section
1.3.

      


       

      
        
          
          

        

        
          I-19

          
            

          

        

        
          
          

        

      

       

       

      
“Receivables Pool”
means, at any time, all of the then outstanding Receivables contributed to the
capital of, or purchased or otherwise acquired by the Seller pursuant to the
Receivables Sale Agreement or the GE Sale Agreement on or prior to the Final
Payout Date.

      


      “Receivables Sale
Agreement” means that certain Receivables Sale Agreement dated as of
April 26, 2010 between the Seller and the Originator.

      


      “Records” means, all
Contracts and other documents, books, records and other information (including
computer programs, tapes, disks, punch cards, data processing software and
related property and rights) relating to the Pool Receivables, any Related
Security therefor and (to the extent related to the Pool Assets) the related
Obligors.

      


      “Register” has the
meaning set forth in Section
6.3(j).

      


      “Regulatory Change”
has the meaning set forth in Section
1.7.

      


      “Reinvestment” has the
meaning set forth in Section
1.4(b)(ii).

      


      “Related Security”
means with respect to any Pool Receivable:

      


      (i) all
of the Seller’s and the Originator’s interest in any goods (including returned
goods), and documentation or title evidencing the shipment or storage of any
goods (including returned goods), relating to any sale giving rise to such Pool
Receivable;

      


      (ii) all
security interests or liens and property subject thereto from time to time
purporting to secure payment of such Pool Receivable, whether pursuant to the
Contract related to such Pool Receivable or otherwise, together with all UCC
financing statements or similar filings relating thereto;

      


      (iii) all of
the Seller’s and the Originator’s rights, interests and claims under the
Contracts relating to such Pool Receivable, and all guaranties, letters of
credit, indemnities, insurance and other agreements (including the related
Contract) or arrangements of whatever character from time to time supporting or
securing payment of such Pool Receivable or otherwise relating to such Pool
Receivable, whether pursuant to the Contract related to such Pool Receivable or
otherwise; and

      


      (iv) all of
the Seller’s rights, interests and claims (but none of its obligations) under
the Receivables Sale Agreement and the other Transaction Documents.

      


      “Required Capital
Amount” means, as of any date of determination, an amount equal to the
greater of (i) $10,000 and (ii) 3% of the Program Limit as of such
date.

      


      “Required Purchasers”
means, at any time, any Alternate Purchaser if there are two (2) or fewer
Purchaser Groups or the Majority Purchasers if there are three or more Purchaser
Groups.

       

       

      
        
          
          

        

        
          I-20

          
            

          

        

        
          
          

        

      

       

       

       

      
“Sales-Based Default
Ratio” means, as of the last day of each Collection Period, the three (3)
month rolling average of the Default Ratio.

      


      “SEC” means the
Securities and Exchange Commission.

      


      “Secured Parties”
means each of the Purchasers, Purchaser Agents, Affected Persons, Indemnified
Parties and the Administrative Agent.

      


      “Seller” has the
meaning set forth in the preamble to the Agreement.

      


      “Servicer” has the
meaning set forth in the preamble to the Agreement.

      


      “Services and Indemnity
Agreement” means the Services and Indemnity Agreement dated as of July
22, 2004 between Frank B. Bilotta, Global Securitization Services, LLC, Ingram
Funding Inc. and Ingram Micro Inc.

      


      “Servicing Fee” means
the fee referred to in Section
4.6.

      


      “Servicing Fee Rate”
means 1.00% per annum.

      


      “Settlement Date”
means the 15th day of every calendar month, or if such day is not a Business
Day, the next succeeding Business Day.

      


      “Settlement Period”
means each period from and including a Settlement Date to but not including the
following Settlement Date.

      


      “S&P” means
Standard & Poor’s, a division of The McGraw-Hill Companies.

      


      “Solvent” means, with
respect to any Person on a particular date, that on such date

      (a) the
fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person; (b) the present
fair salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its Debts as
they become absolute and matured; (c) such Person does not intend to, and does
not believe that it will, incur Debts beyond such Person’s ability to pay as
such Debts mature, taking into account the timing of and amounts of cash to be
reserved by it and the timing of and amounts of cash payable in respect of such
Debts; and (d) such Person is not engaged in a business or transaction, and is
not about to engage in a business or transaction, for which such Person’s
property would constitute an unreasonably small capital. For purposes of this
definition, the amount of contingent liabilities (such as Litigation, guaranties
and pension plan liabilities) at any time shall be computed as the amount that,
in light of all the facts and circumstances existing at the time, represents the
amount that can reasonably be expected to become an actual or matured
liability.

      


      “Special Obligor”
means an Obligor designated in writing by the Administrative Agent with the
consent of each Purchaser as a “Special Obligor”; provided that such
designation may for credit reasons be withdrawn in writing by the Administrative
Agent upon three (3) Business Days’ notice to the Servicer.

      


       

      
        
          
          

        

        
          I-21

          
            

          

        

        
          
          

        

      

       

       

       

      
“Specified Excluded
Receivables” means any Excluded Receivable which is owing by a Person
listed on Schedule
VIII as a “Specified Excluded Receivable Obligor”.

      


      “Stress Factor” means
2.25.

      


      “Sub-Servicer” has the
meaning set forth in Section
4.1(d).

      


      “Subordinated Note”
means the subordinated note in substantially the form attached to the
Receivables Sale Agreement as Annex A executed and delivered by the Seller in
favor of the Originator in connection with the Receivables Sale
Agreement.

      


      “Subsidiary” means,
with respect to any Person, any corporation, company, partnership or other
entity of which more than fifty percent (50%) of the outstanding shares or other
ownership interests having by the terms thereof ordinary voting power to elect a
majority of the board of directors of, or other persons performing similar
functions for, such corporation, company, partnership or other entity
(irrespective of whether at the time shares or other ownership interests of any
other class or classes of such corporation, company, partnership or other entity
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person, by such Person and one or
more Subsidiaries of such Person, or by one or more Subsidiaries of such
Person.

      


      “Synthetic Lease”
means, as applied to any Person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or
mixed) (a) that is not a capital lease in accordance with GAAP and (b) in
respect of which the lessee retains or obtains ownership of the property so
leased for federal income tax purposes, other than any such lease under which
that Person is the lessor.

      


      “Termination Date”
means the earliest of (i) the Business Day which the Seller so designates by
notice to the Administrative Agent at least ten (10) Business Days in advance,
(ii) April 26, 2013, (iii) the date declared by the Administrative Agent or
which automatically occurs pursuant to Section 2.2 and (iv)
the date the Program Limit reduces to zero pursuant to Section
1.1(b).

      


      “Termination Day”
means with respect to this Agreement (i) each day on which the conditions set
forth in Section
2 of Exhibit
II are not satisfied and (ii) each day which occurs on or after the
Termination Date.

      


      “Termination Event”
has the meaning specified in Exhibit
V.

      


      “Termination Fee”
means, for each Purchaser and any Settlement Period during which a Termination
Day occurs, the amount, if any, by which (i) the additional Yield (calculated
without taking into account any Termination Fee) which would have accrued during
such Settlement Period on the reductions of Capital relating to such Purchaser
and such Settlement Period had such reductions remained as Capital, exceeds (ii)
the income, if any, received by such Purchaser from such Purchaser’s investing
the proceeds of such reductions of Capital, as determined by the Purchaser Agent
for each Purchaser Group, which determination shall be binding and conclusive
for all purposes, absent manifest error.

       

       

      
        
          
          

        

        
          I-22

          
            

          

        

        
          
          

        

      

       

      
 

      
“Trade Payables”
means, with respect to any Person, (a) any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or
guaranteed by such Person or any of its Subsidiaries arising in the ordinary
course of business in connection with the acquisition of goods or services or
(b) such Person's Floor Plan Obligations and Floor Plan Support
Obligations.

      


      “Transaction
Documents” means this Agreement, the Blocked Account Agreements, the
Wilmington Trust Service Agreement, the Services and Indemnity Agreement, the
Delaware Affiliated Finance Company License, the Liquidity Agreements, the Fee
Letter, the Receivables Sale Agreement, the Subordinated Note and all other
certificates, instruments, UCC financing statements, reports, notices,
agreements and documents executed or delivered under or in connection with the
Agreement.

      


      “Transfer Supplement”
has the meaning set forth in Section
6.3(c).

      


      “UCC” means the
Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction.

      


      “ Unmatured Termination
Event” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Termination Event.

      


      “Wilmington Trust Service
Agreement” means the agreement dated as of February 16, 1993 between
Delaware Corporate Management, Inc. and Ingram Funding Inc.

      


      “Yield” means with
respect to any Purchaser:

      


      (i) for
the Portion of Capital for any Settlement Period with respect to such Purchaser
to the extent such Portion of Capital is funded through the issuance of
Notes,

      


      
        CPR x C x ED + TF


        360

      

      


      (ii) for
the Portion of Capital of the Receivables Interest for any Settlement Period
with respect to such Purchaser to the extent such Portion of Capital is not
funded through the issuance of Notes,

      
         

        AR x C x ED +
TF

        Year

      

       

      
        	
                where:

              	 
      	 
      	 
      
	 	 	 	 
	
                AR

              	
                =

              	
                the
      Alternate Rate for such Portion of Capital for such
    Settlement

              	 
      
	 
      	
                 
      

              	
                Period
      with respect to such Purchaser

              	 
      
	 	 	 	 
	
                C

              	
                =

              	
                the
      Capital with respect to such Portion of Capital for such

              	 
      
	 
      	 
      	
                Settlement
      Period with respect to such Purchaser

              	 
      


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                
CPR

              	
                =

              	
                the
      CP Rate for the Portion of Capital for such Settlement
    Period

              
	 
      	
                 
      

              	
                with
      respect to such Purchaser

              
	 	 	 
	
                ED

              	
                =

              	
                the
      actual number of days during such Settlement Period

              
	 	 	 
	
                TF

              	
                =

              	
                the
      Termination Fee, if any, for the Portion of Capital for
    such

              
	 
      	
                 
      

              	
                Settlement
      Period with respect to such Purchaser;

              
	 	 	 
	
                Year

              	
                =

              	
                if
      such Portion of Capital is funded based on the Alternate
    Base

              
	 
      	 
      	
                Rate,
      365 or 366 days, as applicable, and otherwise 360
  days

              


      

      


      provided that no
provision of this Agreement shall require the payment or permit the
collection of Yield in
excess of the maximum permitted by applicable Law; and provided, further, that Yield
for the Portion of Capital shall not be considered paid by any distribution to
the extent that at any time all or a portion of such distribution is rescinded
or must otherwise be returned for any reason. Any Settlement Period in respect
of which the Yield is computed by reference to the CP Rate may be terminated at
the election of, and upon notice thereof to the Seller by, the Purchaser Agent
for the related Conduit Purchaser at any time, in which case the Portion of
Capital allocated to such terminated Settlement Period shall be allocated to a
new Settlement Period commencing on (and including) the date of such termination
and ending on (but excluding) the next following Settlement Date, and shall
accrue Yield at the Alternate Rate. During the existence of a Termination Event
or if the Termination Date is declared by the Administrative Agent or
automatically occurs pursuant to Section 2.2, the
“Yield” for all Settlement Periods and all Portions of Capital shall be
determined by substituting the Default Rate for the Alternate Rate and the CP
Rate, as applicable.

      


      “Yield and Fee
Reserve” means, for any Collection Period, the product of (a) the Net
Receivables Balance as of the last day of such Collection Period, (b) the
percentage equivalent of a fraction (i) the numerator of which is the sum of (A)
the Default Rate and (B) the Servicing Fee Rate and (ii) the denominator of
which is 365, (c) the highest Days Sales Outstanding (in days) for the three
most recent Collection Periods ending on such day and (d) the Stress
Factor.

      


      2. Other Terms. For
purposes of this Agreement and the Transaction Documents (other than the
Ancillary Documents), unless the context otherwise requires:

      


      (a) accounting
terms not otherwise defined herein, and accounting terms partly defined herein
to the extent not defined, shall have the respective meanings given to them
under, and shall be construed in accordance with, GAAP, and the calculation of
financial covenants and other accounting ratios pursuant to clause (j) and (k) of Exhibit V shall be
performed in accordance with GAAP in a manner consistent with the requirements
of the Credit Agreement as attached hereto as Annex K or as the same may
be amended from time to time with the consent of the Administrative
Agent and the Majority Purchasers;

      


      (b) terms
used in Article 9 of the UCC as in effect in the State of New York, and not
specifically defined herein, are used herein as defined in such Article
9;

       

      
        
          
          

        

        
          I-23

          
            

          

        

        
          
          

        

      

       

       

       

      
(c) references to any amount as on deposit
or outstanding on any particular date means such amount at the close of business
on such day;

      


      (d) the words
“hereof,” “herein” and “hereunder” and words of similar import refer to this
Agreement (or the certificate or other document in which they are used) as a
whole and not to any particular provision of this Agreement (or such certificate
or document);

      


      (e) references
to any Section, Annex, Schedule or Exhibit are references to Sections, Annexes,
Schedules and Exhibits in or to this Agreement (or the certificate or other
document in which the reference is made) and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition;

      


      
        (f)  the term
“including” means “including without limitation”;

      

      


      (g) references
to any Law refer to that Law as amended from time to time and include any
successor Law;

      


      (h) references
to any agreement refer to that agreement as from time to time amended or
supplemented or as the terms of such agreement are waived or modified in
accordance with its terms;

      


      (i) references
to any Person include that Person’s successors and permitted assigns;
and

      


      (j) references
to any time when a Termination Event or Unmatured Termination Event “exists” or
to the “existence” of a Termination Event or Unmatured Termination Event means
any time when a Termination Event or Unmatured Termination Event exists or to
the existence of a Termination Event or Unmatured Termination Event unless
waived by the Administrative Agent and the Majority Purchasers.

      


      


      
        
          
          

        

        
          I-24

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
II

      


      CONDITIONS
OF PURCHASES

      


      1. Conditions Precedent to
Initial Purchase. The initial Purchase after effectiveness of this
Agreement is subject to the following conditions precedent that the
Administrative Agent and each Purchaser Agent shall have received on or before
the date of such Purchase, each in form and substance (including the date
thereof) satisfactory to the Administrative Agent and each Purchaser
Agent:

      


      (a) A
counterpart of this Agreement and the other Transaction Documents duly executed
and delivered by the parties thereto.

      


      (b) Certified
copies of (i) the resolutions of the board of directors of the Seller
authorizing the execution, delivery, and performance by the Seller of this
Agreement and the other Transaction Documents (other than the Ancillary
Documents) to which it will be a party, (ii) all documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Agreement and the other Transaction Documents (other than the Ancillary
Documents) to which it will be a party and (iii) the certificate of
incorporation and by-laws of the Seller.

      


      (c) A
certificate of the Secretary or Assistant Secretary of the Seller certifying the
names and true signatures of the officers of the Seller authorized to sign this
Agreement and the other Transaction Documents (other than the Ancillary
Documents) to which it will be a party. Until the Administrative Agent receives
a subsequent incumbency certificate from the Seller in form and substance
satisfactory to the Administrative Agent, the Administrative Agent shall be
entitled to rely on the last such certificate delivered to it by the
Seller.

      


      (d) Certified
copies of (i) the resolutions of the board of directors (or its designated
committee) of the Seller and Servicer authorizing the execution, delivery, and
performance by the Seller and Servicer of this Agreement and the other
Transaction Documents (other than the Ancillary Documents) to which it will be a
party, (ii) all documents evidencing other necessary corporate and shareholder
action and governmental approvals, if any, with respect to this Agreement and
the other Transaction Documents (other than the Ancillary Documents) to which it
will be a party and (iii) the certificate of incorporation and by-laws of the
Seller and Originator.

      


      (e) A
certificate of the Secretary or Assistant Secretary of the Originator certifying
the names and true signatures of the officers of the Originator authorized to
sign this Agreement and the other Transaction Documents (other than the
Ancillary Documents) to which it will be a party. Until the Administrative Agent
receives a subsequent incumbency certificate from the Originator in form and
substance satisfactory to the Administrative Agent, the Administrative Agent
shall be entitled to rely on the last such certificate delivered to it by the
Originator.

      


      
        
          
          

        

        
          II-1

          
            

          

        

        
          
          

        

      

       

       

       

       

      (f) 
 Acknowledgment copies, or time stamped
receipt copies of proper financing statements, duly filed on or before the date
of such initial Purchase under the UCC of all jurisdictions that the
Administrative Agent and each Purchaser Agent may deem necessary or desirable in
order to perfect (with a first priority) the interests of the Administrative
Agent (on behalf of itself, the Purchaser Agents and the Purchasers)
contemplated by the Agreement and to perfect (with a first priority) the
interests of the Seller as contemplated by the Receivables Sale
Agreement.

      


      (g) Acknowledgment
copies, or time stamped receipt copies of proper terminations of financing
statements, if any, necessary to release all security interests and other rights
of any Person (other than the Seller and the Administrative Agent) in the Pool
Receivables, Contracts or Related Security previously granted by the Originator
or the Seller.

      


      (h) Completed
UCC search reports, dated on or shortly before the date of such initial
Purchase, listing all effective financing statements filed in the jurisdiction
referred to in clause
(f) above that name the Seller or the Originator as debtor, together with
copies of such financing statements, and similar search reports with respect to
judgment liens, federal tax liens and liens of the Pension Benefit Guaranty
Corporation in such jurisdictions as the Administrative Agent or any Purchaser
Agent may request, showing no such liens on any of the Pool Assets, Pool
Receivables, Contracts or Related Security.

      


      (i) Copies of
executed Blocked Account Agreements with the Blocked Account Banks.

      


      (j) A
favorable opinion of Lily Yan Arevalo, corporate counsel for the Originator and
the Seller, addressed to the Administrative Agent, each Purchaser, each
Purchaser Agent and each Alternate Purchaser substantially in the form of Annex E and as to
such other matters as the Administrative Agent may reasonably request.

      


      (k) A
favorable opinion of Davis Polk & Wardwell, counsel for the Originator and
the Seller, addressed to the Administrative Agent, each Purchaser, each
Purchaser Agent and each Alternate Purchaser substantially in the form of Annex F and as to
such other matters as the Administrative Agent may reasonably request.

      


      (l) A
favorable opinion of Davis Polk & Wardwell, counsel for the Seller and the
Originator, addressed to the Administrative Agent, each Purchaser, each
Purchaser Agent and each Alternate Purchaser substantially in the form of Annex G and as to
such other matters as the Administrative Agent may reasonably
request.

      


      (m) A
favorable opinion of Morris, Nichols, Arsht & Tunnell, special Delaware
counsel for the Originator and the Seller, addressed to the Administrative
Agent, each Purchaser, each Purchaser Agent and each Alternate
Purchaser

       

       

      
        
          
          

        

        
          II-2

          
            

          

        

        
          
          

        

      

       

       

      
substantially in the form of Annex H and as to
such other matters as the Administrative Agent may reasonably
request.

      


      (n)
Satisfactory results of a review by the Purchasers of the Seller’s and the
Originator’s collection, operating and reporting systems, Credit and Collection
Policy, historical receivables data and accounts, including satisfactory results
of a review of the Seller’s and the Originator’s operating locations and
satisfactory review of the Eligible Receivables in existence on the date of the
initial Purchase under this Agreement.

      


      (o) Monthly
Receivables Report representing the performance of the portfolio of Pool
Receivables for the month prior to the initial Purchase.

      


      (p) Evidence
of payment by the Seller of all accrued and unpaid fees (including those
contemplated by the Fee Letter), costs and expenses to the extent then due and
payable on the date thereof, together with Attorney Costs of the Administrative
Agent to the extent invoiced prior to or on such date, plus such additional
amounts of Attorney Costs as shall constitute the Administrative Agent’s
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude final settling of accounts between the Seller and the Administrative
Agent); including any such costs, fees and expenses arising under or referenced
in Section 6.4,
the Fee Letter and the Engagement Letter.

      


      (q) Good
standing certificates with respect to the Seller issued by the Secretaries of
the States of Delaware and California.

      


      (r) Good
standing certificates with respect to the Originator issued by the Secretaries
of the States of Delaware and California.

      


      
        (s)  An
executed Receivables Sale Agreement.

      

      


      (t) Letters
from each of the rating agencies then rating the Notes of each Conduit Purchaser
confirming the rating of its Notes after giving effect to the transactions
contemplated by this Agreement.

      


      
        (u)  Receipt
and satisfactory review of the final Protiviti audit report.

      

      


      (v) Evidence
that the “Liens” created (and as defined) under the GE Receivables Funding
Agreement have been released in full, all outstanding “Advances” (as defined in
the GE Receivables Funding Agreement) have been paid in full and all obligations
of the Seller and the Servicer thereunder have been terminated.

      


      2. Conditions Precedent to All
Purchases and Reinvestments. Each Purchase (including the
initial Purchase after effectiveness of this Agreement) and each Reinvestment
shall be subject to the further conditions precedent that:

      


      
        
          
          

        

        
          II-3

          
            

          

        

        
          
          

        

      

      


       

      (a) 
 in the case of each Purchase, the Servicer
shall have delivered to the Administrative Agent and each Purchaser Agent on or
prior to such Purchase, in form and substance satisfactory to the Administrative
Agent, a completed Interim Receivables Report as of the Business Day immediately
preceding the date of such Purchase.

      


      (b) on the
date of such Purchase or Reinvestment the following statements shall be true
(and acceptance of the proceeds of such Purchase or Reinvestment shall be deemed
a representation and warranty by the Seller that such statements are then
true):

      


      (i) the
representations and warranties contained in Exhibit III are true
and correct on and as of the date of such Purchase or Reinvestment as though
made on and as of such date (unless such representations and warranties speak
only as of a prior date in which case such representations and warranties shall
be true and correct as of such prior date);

      


      (ii) the
representations and warranties of the Originator in the Receivables Sale
Agreement are true and correct on and as of the date of such Purchase or
Reinvestment as though made on and as of such date (unless such representations
and warranties speak only as of a prior date in which case such representations
and warranties shall be true and correct as of such prior date);

      


      (iii) no event
has occurred and is continuing, or would result from such Purchase or
Reinvestment, that constitutes a Termination Event or an Unmatured Termination
Event;

      


      (iv) the
Aggregate Capital, after giving effect to any such Purchase or Reinvestment
shall not be greater than the Program Limit, and the Receivables Interest shall
not exceed 100%; and

      


      
        (v)  the
Termination Date has not occurred.

      

      


      (c) the
Receivables Sale Agreement is in full force and effect and the Originator has
not designated the “Termination Date” under the Receivables Sale Agreement by
notice to the Seller.

      


      


      


      
        
          
          

        

        
          II-4

          
            

          

        

        
          
          

        

      

       

       

      
EXHIBIT III

      


      REPRESENTATIONS
AND WARRANTIES

      


      1. Representations and
Warranties of Seller. The Seller represents and warrants, as of the
Closing Date and as of each date on which a Purchase or a Reinvestment is made
(unless such representations and warranties speak only as of a prior date in
which case such representations and warranties shall be true and correct as of
such prior date), to the Administrative Agent, each Purchaser Agent and each
Purchaser as follows:

      


      (a) Organization and Good
Standing. The Seller is a corporation duly incorporated,
validly existing and in good standing under the Laws of the State of Delaware,
its organizational number is 2322236, and is duly qualified to do business, and
is in good standing, as a foreign corporation in every jurisdiction where the
nature of its business requires it to be so qualified except where the failure
to so qualify could not reasonably be expected to result in a Material Adverse
Effect.

      


      (b) Power and Authority; Due
Authorization; Contravention. The execution,
delivery and performance by the Seller of this Agreement and each other
Transaction Document to which it is a party, including the Seller’s use of the
proceeds of Purchases and Reinvestments and the creation and perfection of all
security interests provided for herein and therein, (i) are within the Seller’s
corporate powers, (ii) have been duly authorized by all necessary corporate and
shareholder action, (iii) do not contravene or result in a default under or
conflict with (1) the Seller’s certificate of incorporation or by-laws, (2) any
Law applicable to the Seller, (3) any
contractual restriction binding on or affecting the Seller or its property or
(4) any order, writ, judgment, award, injunction or decree binding on or
affecting the Seller or its property, and (iv) do not result in or require the
creation of any Adverse Claim upon or with respect to any of its properties.
This Agreement and the other Transaction Documents to which it is a party have
been duly executed and delivered by the Seller.

      


      (c) Governmental
Approvals. No authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by the Seller of this Agreement or any other
Transaction Document to which it is a party, or for the perfection of the
Administrative Agent’s (on behalf of the Purchasers) interests under the
Transaction Documents or for the perfection of the Seller’s interests under the
Receivables Sale Agreement, except for (i) the filing of the financing
statements referred to in Section 1(f) of Exhibit II and (ii)
those that have been made or obtained and are in full force and
effect.

      


      (d) Binding Obligations.
Each of this Agreement and each other Transaction
Document to which it is a party constitutes the legal, valid and binding
obligation of the Seller enforceable against the Seller in accordance with its
terms, subject to (i) applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of creditors’ rights
generally from time to time

       

       

      
        
          
          

        

        
          III-1

          
            

          

        

        
          
          

        

      

       

       

      
in effect and (ii) general principles of
equity (whether enforcement is sought by a proceeding in equity or at
law).

      


      (e) No Proceedings. There
is no pending or, to the knowledge of the Seller,
threatened action or proceeding affecting the Seller or any of its Subsidiaries
before any Governmental Authority or arbitrator which, if adversely determined,
could reasonably be expected to have a Material Adverse Effect or seeks to
prevent the transfer, sale, pledge or contribution of any Pool Receivable or the
consummation of the transactions contemplated by the Transaction
Documents.

      


      (f) Securities Act. No
proceeds of any Purchase or Reinvestment will be used to acquire
any equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

      


      (g) Quality of Title. The
Seller is the legal and beneficial owner of the Pool
Receivables, the Related Security and related Collections free and clear of any
Adverse Claim; upon each Purchase or Reinvestment, the Administrative Agent (on
behalf of the Purchasers) shall acquire a valid and enforceable perfected
security interest in each Pool Receivable then existing or thereafter arising
and in the Related Security (to the extent such interest may be perfected by the
filing of the financing statements referred to in Section 1(f) of Exhibit II),
Collections, Blocked Accounts and amounts on deposit therein and other proceeds,
with respect thereto, free and clear of any Adverse Claim; the Agreement creates
a security interest in favor of the Administrative Agent (on behalf of itself
and the other Secured Parties) in the items described in Section 1.2(d), and
the Administrative Agent (on behalf of itself and the other Secured Parties) has
a first priority perfected security interest in such items, free and clear of
any Adverse Claims. No effective financing statement or other instrument similar
in effect naming the Seller or the Originator as debtor covering any Contract or
any Pool Receivable or the Related Security or Collections with respect thereto
or any Blocked Account is on file in any recording office, except those filed in
favor of the Administrative Agent or the Seller relating to this Agreement or
the Receivables Sale Agreement.

      


      (h) Accurate Reports. (i)
Except as provided in
clause (ii) below, each Interim
Receivables Report and each Monthly Receivables Report (if prepared by the
Seller or one of its Affiliates, or to the extent that information contained
therein is supplied by the Seller or an Affiliate), and any information,
exhibit, financial statement, document, book, data, record or report furnished
or to be furnished at any time by or on behalf of the Seller to the
Administrative Agent in connection with this Agreement is or will be, when taken
as a whole, accurate in all material respects as of its date or (except as
otherwise disclosed to the Administrative Agent at such time) as of the date so
furnished, and of any time of determination, all such information theretofore
furnished by or on behalf of the Seller to the Administrative Agent in
connection with this Agreement when taken as a whole does not then contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading

       

       

      
        
          
          

        

        
          III-2

          
            

          

        

        
          
          

        

      

       

      
 

      
(ii) (A) no representation is made as to any
financial projections or other forward-looking information other than that it is
and will be based upon assumptions and information believed by the Seller to be
reasonable and (B) information furnished with express written disclaimers with
regard to the accuracy of that information, is and shall be subject to those
disclaimers.

      


      (i) Offices of Seller.
Except as permitted by
Section 1(b) of
Exhibit IV, the principal
place of business and chief executive office (as such terms are used in the UCC)
of the Seller and the office where the Seller keeps its records concerning the
Pool Receivables are located at the address referred to in Section 1(b) set
forth in Exhibit IV
and such address has not changed within the past five years. The jurisdiction of
organization of the Seller is the State referred to in such Section 1(b) and
Seller is organized only in a single jurisdiction.

      


      (j) Offices of
Originator. Except as permitted by Section 1(b) of Exhibit IV, the
principal place of business and chief executive office (as such terms are used in the
UCC) of the Originator are located at the address set forth on Schedule
V.


      


      (k) Blocked Accounts.
Except as provided in
Section1(i) of
Exhibit IV,
Schedule II lists all banks and other financial institutions at which the
Seller maintains any
Blocked Accounts, and such schedule correctly identifies the name, address and
telephone number of each depository, the name in which each Blocked Account is
held, and the complete account number therefor. The Seller (or the Servicer on
its behalf) has delivered to the Administrative Agent a fully executed agreement
pursuant to which each Blocked Account Bank (with respect to each Blocked
Account) has agreed to comply with all instructions originated by the
Administrative Agent directing the disposition of funds in such Blocked Account
without further consent by the Seller, the Servicer or the Originator. No
Blocked Account is in the name of any Person other than the Seller or the
Administrative Agent, and the Seller has not consented to any Blocked Account
Bank following the instructions of any Person other than the Administrative
Agent or the Seller.

      


      (l) No Violation. The
Seller is not in violation of any order of any court, arbitrator or
Governmental Authority.

      


      (m) No Interest in
Purchasers. The Seller has no direct or indirect ownership or
other financial interest in any of the Purchasers.

      


      (n) Margin Regulations.
The Seller is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
“purchasing” or “carrying” any “margin security,” as such terms are defined in
Regulation U of the Federal Reserve Board as now and from time to time hereafter
in effect. No part of the proceeds of the Purchases or Reinvestments made
hereunder will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that
is inconsistent with, the

      


      


      
        
          
          

        

        
          III-3

          
            

          

        

        
          
          

        

      

       

       

      provisions
of the Regulations of the Federal Reserve Board, including Regulation U or
Regulation X.

      


      (o) Eligible Receivable.
Each Receivable included as an Eligible Receivable in the calculation of the Net
Receivables Balance, is an Eligible Receivable at the time so
included.

      


      (p) No Termination Event or
Unmatured Termination Event. No event has occurred
and is continuing which constitutes a Termination Event or Unmatured Termination
Event unless waived in writing by the Administrative Agent and the Majority
Purchasers.

      


      
        (q)  [Reserved]

      

      


      (r) Credit and Collection
Policy. The Originator has complied in all material
respects with the Credit and Collection Policy with regard to each Pool
Receivable and such policies have not changed since the Closing Date, unless (i)
such change would not and could not reasonably be expected to, individually or
in the aggregate, materially adversely affect the validity, enforceability or
collectibility of any portion of the Pool Receivables or materially adversely
affect the interests, rights or remedies of any Secured Party under this
Agreement or any other Transaction Document or with respect to any portion of
the Pool Receivables or (ii) the Administrative Agent consented to such change
in accordance with clause (g) of Section 1 of Exhibit
IV.

      


      
        (s)  [Reserved]

      

      


      (t) Names. The Seller’s
complete company name is set forth in the preamble to the
Agreement, and the Seller does not use and has not during the last six years
used any other company name, corporate name, trade name, doing business name or
fictitious name, except as set forth on Schedule III and
except for names first used after the date of this Agreement and set forth in a
notice delivered to the Administrative Agent pursuant to clause (r)(ii) of
Section 1 of
Exhibit
IV.

      


      (u) Receivables Transfer.
Prior to a transfer pursuant to the Receivables Sale Agreement,
the Originator shall be the legal and beneficial owner of the Pool Receivables,
the Related Security and related Collections sold by the Originator to the
Seller pursuant to the Receivables Sale Agreement free and clear of any Adverse
Claim (it being understood that inventory included in the Related Security which
is sold by the Originator may have been subject to an Adverse Claim prior to the
time of its release upon the sale of such inventory by the Originator) and the
Receivables Sale Agreement is effective to, and shall, transfer to the Seller
(and the Seller shall acquire) from the Originator all right, title and interest
of the Originator in each such Pool Receivable, Related Security and Collections
with respect thereto free and clear of any Adverse Claim.

      


      (v) Payments to Applicable
Originators. The Originator is not entering into the
Receivables Sale Agreement with the intent (whether constructive or
actual)

       

       

      
        
          
          

        

        
          III-4

          
            

          

        

        
          
          

        

      

       

      
 

      
to hinder, delay or defraud its present
creditors and with respect to each Pool Receivable sold by the Originator to the
Seller, the Seller shall have paid or promised to pay to the Originator at the
time of such sale reasonably equivalent value in consideration of the transfer
of such Pool Receivable and such transfer was not made for or on account of an
antecedent debt. No transfer by the Originator under the Receivables Sale
Agreement is or may be voidable under any section of the Bankruptcy
Code.

      


      (w) Ownership of the
Seller. The Originator owns 100% of the outstanding voting securities of
the Seller.

      


      (x) Tangible Net Worth of
Seller. As of the date hereof, the Seller has a tangible net
worth, as determined in accordance with GAAP, of at least the Required Capital
Amount, and after giving effect to the Purchases or Reinvestments to be made on
such date and to the application of the proceeds therefrom, the Seller is and
will be Solvent.

      


      (y) Investment Company.
The Seller is not an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940.

      


      (z) No Material Adverse
Effect. No event has occurred and is continuing which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      


      (aa) Legal Opinions. The
factual assumptions relating to the Seller set forth in the
opinion(s) rendered by Davis, Polk & Wardwell LLP on the Closing Date,
pursuant to Section
1(l) of Exhibit
II and relating to true sale and non-consolidation matters, and in the
officer’s certificates referred to in such opinion(s), are true and correct in
all material respects.

      


      
        (bb)  Receivables Interest.
The Receivables Interest does not exceed 100%.

      

      


      (cc) No Prior Business
Activity. The Seller has not engaged in any business
activity before the date hereof (other than pursuant to the GE Receivables
Funding Agreement and predecessor receivables funding or sale
agreements).

      


      (dd) Ventures and Subsidiaries;
Outstanding Debt. The Seller has no Subsidiaries,
and is not engaged in any joint venture or partnership with any other Person.
After giving effect to (i) the execution and delivery of this Agreement and the
other Transaction Documents and (ii) termination and payment in full of the
obligations under GE Receivables Funding Agreement, the Seller has no Debt other
than as permitted by Section 1(p) of Exhibit IV. Other
than the restrictions created by the Transaction Documents, the Seller is not
subject to any corporate restriction that could reasonably be expected to have a
Material Adverse Effect.

      


      (ee) Taxes. The Seller has
filed or caused to be filed all tax returns and reports
(Federal, state or local) required by Law to be filed by it and has paid
or

       

       

      
        
          
          

        

        
          III-5

          
            

          

        

        
          
          

        

      

       

      
 

      
caused to be paid or made adequate provision
for all taxes and governmental charges due and owing and all assessments
received by it except to the extent that any failure to file or nonpayment (i)
is being contested in good faith or (ii) could not reasonably be expected to
result in a Material Adverse Effect.

      


      (ff) Assignment of Interest in
Transaction Documents. The Seller’s interests in,
to and under the Receivables Sale Agreement and the other Transaction Documents
have been collaterally assigned by the Seller to the Administrative
Agent.

      


      2. Representations and
Warranties of the Servicer. The Servicer represents and warrants, as of
the Closing Date and as of each date on which a Purchase or a Reinvestment is
made (unless such representations and warranties speak only as of a prior date
in which case such representations and warranties shall be true and correct as
of such prior date), to the Administrative Agent, each Purchaser Agent and each
Purchaser as follows:

      


      (a) Organization and Good
Standing. The Servicer is a corporation duly incorporated,
validly existing and in good standing under the Laws of the State of Delaware,
and is duly qualified to do business, and is in good standing, as a foreign
corporation in every jurisdiction where the nature of its business requires it
to be so qualified except where the failure to qualify could not reasonably be
expected to result in a Material Adverse Effect.

      


      (b) Power and Authority; Due
Authorization; Contravention. The execution,
delivery and performance by the Servicer of this Agreement and the other
Transaction Documents to which it is a party (i) are within the Servicer’s
corporate powers, (ii) have been duly authorized by all necessary corporate and
shareholder action, (iii) do not contravene or result in a default under or
conflict with (1) the Servicer’s charter or by-laws, (2) any Law applicable to
the Servicer, (3) any contractual restriction binding on or affecting the
Servicer or its property or (4) any order, writ, judgment, award, injunction or
decree binding on or affecting the Servicer or its property, and (iv) do not
result in or require the creation of any Adverse Claim upon or with respect to
any of its properties. This Agreement and the other Transaction Documents to
which it is a party have been duly executed and delivered by the
Servicer.

      


      (c) Governmental
Approvals. No authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by the Servicer of this Agreement or any
other Transaction Document to which it is a party except those that have been
obtained and are in full force and effect.

      


      (d) Binding Obligations.
Each of this Agreement and the other Transaction
Documents to which it is a party constitutes the legal, valid and binding
obligation of the Servicer enforceable against the Servicer in accordance with
its terms, subject (i) to applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of creditors’ rights
generally from

      


      


      
        
          
          

        

        
          III-6

          
            

          

        

        
          
          

        

      

      


       

      
time to time in effect and (ii) to general
principles of equity (whether enforcement is sought by a proceeding in equity or
at law).

      


      (e) Financial Statements.
The consolidated balance sheets of the Servicer as of January
2, 2010, and the related statements of income and retained earnings of the
Servicer for the fiscal year then ended, copies of which have been furnished to
the Administrative Agent and each Purchaser Agent, fairly present the financial
condition of the Servicer and its Subsidiaries as at such date and the results
of the operations of the Servicer and its Subsidiaries for the period ended on
such date, all in accordance with GAAP consistently applied (except as otherwise
noted therein).

      


      (f) No Proceedings. There
is no pending or, to the knowledge of the Servicer,
threatened action or proceeding affecting the Servicer or any of its
Subsidiaries before any Governmental Authority or arbitrator which could
reasonably be expected to have a Material Adverse Effect.

      


      (g) Accurate Reports. (i)
Except as provided in
clause (ii) below, each Interim
Receivables Report and each Monthly Receivables Report (if prepared by the
Servicer or one of its Affiliates, or to the extent that information contained
therein is supplied by the Servicer or an Affiliate), and any information,
exhibit, financial statement, document, book, data, record or report furnished
or to be furnished at any time by or on behalf of the Servicer to the
Administrative Agent in connection with this Agreement is or will be, when taken
as a whole, accurate in all material respects as of its date or (except as
otherwise disclosed to the Administrative Agent at such time) as of the date so
furnished, and no such item, when taken as a whole, contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.

      


      (ii) (A) no
representation is made as to any financial projections or other forward-looking
information other than that it is and will be based upon assumptions and
information believed by the Servicer to be reasonable and (B)
information furnished with express written disclaimers with regard to the
accuracy of that information, is and shall be subject to those
disclaimers.

      


      (h) No Violation. The
Servicer is not in violation of any order of any court,
arbitrator or Governmental Authority where such violation could reasonably be
expected to result in a Material Adverse Effect.

      


      
        (i)  [Reserved]

      

      


      (j) Credit and Collection
Policy. The Servicer has complied in all material respects with
the Credit and Collection Policy with regard to each Pool Receivable and such
Credit and Collection Policy has not changed since the Closing Date, unless
(i) such
change would not and could not reasonably be expected to, individually or in the
aggregate, materially adversely effect the validity, enforceability or
collectibility of any portion of the Pool Receivables, or materially adversely
affect the interests,

       

       

      
        
          
          

        

        
          III-7

          
            

          

        

        
          
          

        

      

       

      
 

      
rights or remedies of any Secured Party
under this Agreement or any other Transaction Document or with respect to any
portion of the Pool Receivables or (ii) the Administrative Agent consented to
such change in accordance with Section 2(m) of Exhibit
IV.

      


      
        (k)  [Reserved]

      

      


      (l) Eligible Receivable.
Each Receivable included as an Eligible Receivable in
the calculation of the Net Receivables Balance, is an Eligible Receivable at the
time so included.

      


      (m) No Termination Event or
Unmatured Termination Event. No event has occurred
and is continuing which constitutes a Termination Event or Unmatured Termination
Event, unless waived in writing by the Administrative Agent and the Majority
Purchasers.

      


      (n) Investment Company.
The Servicer is not an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940.

      


      (o) Legal Opinions. The
factual assumptions relating to the Servicer set forth in the
opinion(s) rendered by Davis, Polk & Wardwell LLP on the Closing Date,
pursuant to Section
1(l) of Exhibit
II and relating to true sale and non-consolidation matters, and in the
officer’s certificates referred to in such opinion(s), are true and correct in
all material respects.

      


      (p) Records. The Servicer
has access to all Records necessary to service the Pool
Receivables.

      


      


      
        
          
          

        

        
          III-8

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
IV

      


      COVENANTS

      


      
        1.  Covenants of the
Seller. Until the Final Payout Date:

      

      


      (a) Compliance with Laws, Etc.
The Seller shall comply in all respects with all Laws
applicable to it and the Pool Receivables, and preserve and maintain its
organizational existence, rights, franchises, qualifications, and privileges
except to the extent that the failure so to comply with such Laws or the failure
so to preserve and maintain such existence, rights, franchises, qualifications,
and privileges would not and could not reasonably be expected to have a Material
Adverse Effect.

      


      (b) Offices, Records and Books
of Account; Etc. The Seller (i) shall keep its principal
place of business and chief executive office (as such terms are used in the UCC)
and keep its state of organization at the State set forth in Section 1(a) of Exhibit III or, upon at least
thirty (30) days’ prior written notice of a proposed change to the Administrative
Agent, at any other locations in jurisdictions where all actions reasonably
requested by the Administrative Agent to protect and perfect the interest of the
Administrative Agent (on behalf of itself, the Purchaser Agents and the
Purchasers) in the Pool Receivables and the other Pool Assets have been taken
and completed and (ii) shall provide the Administrative Agent with at least
thirty (30) days’ written notice prior to making any change in the Seller’s name
or making any other change in the Seller’s identity or corporate structure
(including through a merger) which could render any UCC financing statement
filed in connection with this Agreement “seriously misleading” as such term is
used in the UCC; each notice to the Administrative Agent pursuant to this
sentence shall set forth the applicable change and the effective date thereof.
The Seller will also file and maintain in effect all filings, and take all such
other actions, as may be necessary to protect the validity and perfection of its
ownership interest in the Pool Receivables. The Seller also will maintain and
implement or will cause to be maintained and implemented administrative and
operating procedures (including an ability to recreate records evidencing Pool
Receivables and related Contracts in the event of the destruction of the
originals thereof), and keep and maintain all documents, books, records,
computer tapes and disks and other information reasonably necessary or advisable
for the collection of all Pool Receivables (including, records adequate to
permit the daily identification of each Pool Receivable and all Collections of
and adjustments to each existing Pool Receivable).

      


      (c) Performance and Compliance
with Contracts and Credit and Collection Policy. The Seller shall, at its
expense, timely and fully perform and comply in all
material respects with all provisions, covenants and other promises required to
be observed by it under the Contracts related to the Pool Receivables, and
timely and fully comply in all material respects with the Credit and Collection
Policy with regard to each Pool Receivable and the related
Contract.

      


      


      
        
          
          

        

        
          IV-1

          
            

          

        

        
          
          

        

      

      


       

      (d) 
 Security Interest, Etc.
The Seller shall, at its expense, take all action necessary or
reasonably requested by the Administrative Agent to establish and maintain, in
favor of the Administrative Agent (on behalf of itself and the other Secured
Parties), a first priority perfected security interest in the Pool Assets, in
each case free and clear of any Adverse Claim including, taking such action to
perfect, protect or more fully evidence the interest of the Administrative Agent
(on behalf of itself, the Purchaser Agents and the Purchasers) under the
Agreement as the Administrative Agent may reasonably request.

      


      (e) Sales, Liens, Etc.
The Seller shall not sell, transfer, convey, assign (by operation of
law or otherwise) or otherwise dispose of, or assign any right to receive income
in respect of, any Pool Receivable or Related Security except as otherwise
expressly permitted by this Agreement or any other Transaction Document or
create or suffer to exist (i) any Adverse Claim upon or with respect to, any or
all of its right, title or interest in, to or under, any Pool Asset, or assign
any right to receive income in respect of any items contemplated by this clause (e) or (ii)
any Adverse Claim on or with respect to its other properties or assets (whether
now owned or hereafter acquired). Notwithstanding the foregoing, the Seller may,
with the prior written consent of the Administrative Agent, sell all (but not
less than all) of the Pool Receivables of any Obligor, free and clear of any
Adverse Claims of the Administrative Agent and the Purchasers therein, to any
Person to the extent that (i) the purchase price therefor is at least equal to
the lesser of (x) the Outstanding Balance thereof and (y) the purchase price at
which the Seller purchased such Pool Receivables and (ii) before and after
giving effect to such sale, the Receivables Interest does not exceed 100%. Upon
a sale contemplated by this clause (e), the
Administrative Agent shall (at the Seller’s expense) execute or authorize the
filing of termination or release documents reasonably requested by the Seller
with respect to such sold Pool Receivables.

      


      (f) Extension or Amendment of
Pool Receivables. Except with respect to actions by the
Servicer that are permitted as provided in Section 4.2, the
Seller shall not approve any action by the Servicer which would extend the
maturity or adjust the Outstanding Balance or otherwise modify the terms of any
Pool Receivable, or amend, modify or waive any term or condition of any related
Contract.

      


      (g) Change in Business or Credit
and Collection Policy. The Seller shall not (i) make
any change in the character of its business or (ii) make any change in the
Credit and Collection Policy, unless (x) such change would not and could not
reasonably be expected to, individually or in the aggregate, materially
adversely effect the validity, enforceability or collectibility of any portion
of the Pool Assets or otherwise, individually or in the aggregate, materially
adversely affect the interests, rights or remedies of any Secured Party under
this Agreement or any other Transaction Document or with respect to any portion
of the Pool Assets or (y) the Administrative Agent consented to such change in
writing (such consent not to be unreasonably withheld).

      


      


      
        
          
          

        

        
          IV-2

          
            

          

        

        
          
          

        

      

       

       

       

      (h) 
 Audits. (i) The
Seller shall, from time to time during its regular business hours
as reasonably requested by the Administrative Agent, permit the Administrative
Agent, or its agents or representatives (at the Seller’s expense once each year
or if a Termination Event or an Unmatured Termination Event exists),
(A) to
examine and make copies of and abstracts from all books, records and documents
(including computer tapes and disks) in the possession or under the control of
the Seller relating to Pool Receivables and the Related Security, including the
related Contracts, and (B) to visit the offices and properties of the Seller for
the purpose of examining such materials described in clause (i)(A) above,
and to discuss matters relating to Pool Receivables and the Related Security or
the Seller’s performance hereunder or under the Contracts with any of the
officers of the Seller or the Servicer, employees of the Servicer having senior
servicing positions, or agents or contractors of the Seller (other than the
Servicer) having knowledge of such matters; and (ii) without limiting the
provisions of clause
(i) above, from time to time during regular business hours as reasonably
requested by the Administrative Agent, permit certified public accountants or
other auditors acceptable to the Administrative Agent to conduct (at the
Seller’s expense (not to exceed $200,000 per year when added to expenses
incurred or reimbursed by the Servicer pursuant to Section 2(f) of this
Exhibit IV
and Section
5.1(h) of the Receivables Sale Agreement so long as no Termination
Event or Unmatured Termination Event exists, otherwise such expenses shall not
be so limited) once each year or if required when a Termination Event or
Unmatured Termination Event exists) a review of its books and records with
respect to the Pool Receivables. Subject to the limitations specified in the
immediately preceding sentences, the Administrative Agent, or its agents and
representatives, may (and the Administrative Agent (or such other Person who may
be designated from time to time by the Required Purchasers) shall, upon the
request of the Required Purchasers) conduct a review of the type described
hereinabove whenever the Required Purchasers or the Administrative Agent, as the
case may be, in its and their reasonable judgment, deem such review
appropriate.

      


      (i) Change in Blocked Account
Banks, Blocked Accounts and Payment Instructions to Obligors. The Seller
shall not add or terminate any bank as a Blocked Account Bank or
any account as a Blocked Account (or any related post office box) from those
listed in Schedule
II to the Agreement, or make any change in its instructions to Obligors
regarding payments to be made to the Seller or the Originator or payments to be
made to any Blocked Account (or related post office box), unless the
Administrative Agent shall have consented prior thereto in writing and the
Administrative Agent shall have received copies of all agreements and documents
(including Blocked Account Agreements) that it may request in connection
therewith. Notwithstanding the foregoing, the Seller may from time to time add
Blocked Accounts at a domestic office of any commercial bank that has a short
term debt rating of at least “A-1” by S&P or “P-1” by Moody’s and is
reasonably acceptable to the Administrative Agent and the Servicer (such consent
not to be unreasonably withheld) so long as in connection therewith the Seller
(or the Servicer on its behalf) delivers to the Administrative Agent a fully
executed Blocked Account Agreement with such commercial bank.

      


       

      
        
          
          

        

        
          IV-3

          
            

          

        

        
          
          

        

      

       

       

      
 

      (j) 
 Deposits to Blocked
Accounts. The Seller shall (i) instruct or cause to be instructed
all Obligors (other than Excluded Obligors) to make payments of all Pool
Receivables to one or more Blocked Accounts directly or to post office boxes or
lock-boxes to which only Blocked Account Banks have access (and shall instruct
the Blocked Account Banks to cause all items and amounts relating to such Pool
Receivables received in such post office boxes or lock-boxes to be removed and
deposited into a Blocked Account on a daily basis), (ii) deposit, or cause to be
deposited, any Collections of Pool Receivables received by it into a Blocked
Account not later than one (1) Business Day after receipt thereof, (iii)
instruct or cause to be instructed all Excluded Obligors to make payments to
accounts other than to a Blocked Account and (iv) remove or cause to be removed
any funds other than Collections of Pool Receivables deposited in a Blocked
Account no later than one (1) Business Day after deposit therein (except in the
case of Collections of Specified Excluded Receivables and for the period of
ninety (90) days after the Closing Date, in which case no later than five (5)
Business Days after deposit therein). Each Blocked Account shall at all times be
subject to a Blocked Account Agreement.

      


      (k) Marking of Records.
At its expense, the Seller shall mark or cause the Servicer to
mark the master data processing records with a systems message relating to Pool
Receivables and related Contracts, including with a legend, as mutually agreed
upon, evidencing the security interest of the Administrative Agent (on behalf of
itself and the other Secured Parties) with regard to such Pool Receivables and
related Contracts and directing all inquiries to the Originator’s treasurer or
manager of general credit for further details.

      


      (l) Separateness. The
Seller hereby acknowledges that the Purchasers are entering into
the transactions contemplated by the Agreement in reliance upon the Seller’s
identity as a separate legal entity from the Originator or any Ingram Entity (as
defined below). Therefore, from and after the date of execution and delivery of
this Agreement, the Seller shall take all reasonable steps including all steps
that the Administrative Agent or a Purchaser Agent may from time to time
reasonably request to maintain the Seller’s identity as a separate legal entity
and to make it manifest to third parties that the Seller is an entity with
assets and liabilities distinct from those of the Originator, its Affiliates
(other than the Seller) (each of the Originator, its Affiliates (other than the
Seller) shall be referred to herein as a “Ingram Entity”), and
not just a division of any Ingram Entity. Without limiting the generality of the
foregoing and in addition to and consistent with the covenant set forth in clause (a) above, the
Seller shall:

      


      (i) compensate
all consultants and agents directly or indirectly through reimbursement by
Ingram, from the Seller’s bank accounts, for services provided to the Seller by
such consultants and agents and, to the extent any consultant or agent of the
Seller is also a consultant or agent of any Ingram Entity, allocate the
compensation of such employee, consultant or agent between the Seller and such
Ingram Entity on a basis which reflects the services rendered to the Seller and
such Ingram Entity;

      


       

      
        
          
          

        

        
          IV-4

          
            

          

        

        
          
          

        

      

       

       

       

      (ii) 
 maintain office space separate and apart
from the offices of the Originator or any other Ingram Entity through which the
Seller’s business will be conducted;

      


      (iii) allocate
all overhead expenses (including telephone and other utility charges) which are
not reflected in the Servicing Fee for items shared between the Seller and any
Ingram Entity on the basis of actual use to the extent practicable and, to the
extent such allocation is not practicable, on a basis reasonably related to
actual use or the value of services rendered;

      


      (iv) (A) at
least one member of the board of directors of the Seller shall at all times be
an Independent Director reasonably acceptable to the Administrative Agent (such
acceptability of any Independent Director appointed after the date hereof must
be evidenced in writing signed by the Administrative Agent; provided that any
Independent Director that is employed by Global Securitization Services, LLC for
the purpose of providing director services to special purpose entities and that
meets the other requirements of an Independent Director set forth herein shall
be deemed acceptable to the Administrative Agent) and (B) none of the Seller,
the Servicer, the Originator, any of the Seller’s directors or officers or any
of their respective Affiliates shall remove any Independent Director or replace
any Independent Director (other than a replacement by an individual employed by
Global Securitization Services, LLC for the purpose of providing director
services to special purpose entities and who otherwise meets the other
requirements of an Independent Director set forth herein), in each case without
the prior written consent of the Administrative Agent and the Majority
Purchasers (not to be unreasonably withheld);

      


      
        (v)  ensure
that all corporate actions are duly authorized;

      

      


      
        (vi)  maintain
the Seller’s books and records separate from those of any Ingram
Entity;

      

      


      (vii) prepare
its financial statements separately from those of other Ingram Entities, not
make statements or disclosures, prepare any financial statements or in any other
respect account for or treat the transactions contemplated by the Receivables
Sale Agreement (including for accounting and reporting purposes) in any manner
other than (i) with respect to each Purchase of each Pool Receivable and other
Related Security effected pursuant to the Receivables Sale Agreement, as a true
sale and absolute assignment of the title to and sole record and beneficial
ownership interest of the Pool Receivables and other Related Security by the
Originators to the Seller and (ii) with respect to each contribution of Pool
Receivables and other Related Security thereunder, as an increase in the stated
capital of the Seller; provided, however, that this
clause (vii)
shall not apply for any tax or tax accounting purposes.;

      


      (viii) except as
herein specifically otherwise provided, not commingle funds or other assets of
the Seller with those of any Ingram Entity and not

       

       

      
        
          
          

        

        
          IV-5

          
            

          

        

        
          
          

        

      

       

      
 

      
maintain bank accounts or other depository
accounts to which any Ingram Entity is an account party, into which any Ingram
Entity makes deposits or from which any Ingram Entity has the power to make
withdrawals;

      


      (ix) not
permit any Ingram Entity to pay any of the Seller’s administrative costs and`
expenses (except pursuant to allocation arrangements that comply with the
requirements of subclause (i) and
(iii) of this
clause
(l));

      


      
        (x)  [Reserved];

      

      


      (xi) comply in
all material respects with the factual assumptions relating to the Seller set
forth in the opinion(s) rendered by Davis, Polk & Wardwell LLP on the
Closing Date, pursuant to Section 1(l) of Exhibit II relating
to true sale and non-consolidation matters;

      


      (xii) compensate
its Independent Director in accordance with the Services and Indemnity
Agreement;

      


      (xiii) not amend
its certificate of incorporation or by-laws without the prior written consent of
the Administrative Agent such consent not to be unreasonably withheld or
delayed;

      


      (xiv) ensure
that no Independent Director shall at any time serve as a trustee in bankruptcy
for the Seller, the Servicer, the Originator or any of their respective
Affiliates; and

      


      (xv) provide
in its certificate of incorporation or by-laws that the directors of the Seller
shall not approve, or take any other action to cause the filing of, a voluntary
bankruptcy petition with respect to the Seller unless each Independent Director
shall approve the taking of such action in writing prior to the taking of such
action.

      


      (m) Net Worth. At all
times, the Seller will have a tangible net worth of at least the
Required Capital Amount as determined in accordance with GAAP.

      


      (n) Consideration. With
respect to each Receivable sold by the Originator to the Seller,
the Seller will pay to the Originator reasonably equivalent value in
consideration of the transfer of such Receivable.

      


      (o) Other Agreements. The
Seller will not (i) enter into or be a party to any agreement
or instrument other than this Agreement, the Receivables Sale Agreement, the
Wilmington Trust Service Agreement, the Services and Indemnity Agreement, the
Delaware Affiliated Finance Company License and other documents or instruments
contemplated thereby or (ii) amend, modify or waive any provision in any
thereof, or give any approval or consent or permission provided for in any
thereof (other than as permitted in Section
6.1).

      


       

      
        
          
          

        

        
          IV-6

          
            

          

        

        
          
          

        

      

       

       

      
 

      (p) 
 No Other Business, Merger or
Debt. The Seller will not (i) engage in any business or
enterprise or enter into any transaction other than as contemplated by the
Transaction Documents, (ii) consolidate or merge with or into, or sell, lease or
transfer all or substantially all of its assets to, any other Person or (iii)
form or create any Subsidiary. Except as required by law or as a result of
operation of law, the Seller shall not create, incur, assume or permit to exist
any Debt, other than (A) Debt of the Borrower to any Affected Party, Indemnified
Person, the Servicer or any other Person under or expressly permitted by the
Transaction Documents, (B) Debt arising under the Subordinated Note, (C) Debt
arising under the Wilmington Trust Service Agreement, the Services and Indemnity
Agreement or the Delaware Affiliated Finance Company License, (D) endorser
liability in connection with the endorsement of negotiable instruments for
deposit or collection in the ordinary course of business, and (E) liabilities or
obligations for services supplied or furnished to the Seller in an amount not to
exceed $100,000 at any time outstanding.

      


      (q) Certificate of Incorporation
and By-Laws. The Seller will not amend its certificate
of incorporation or by-laws other than in compliance with the terms
hereof.

      


      (r) Reporting
Requirements. The Seller will provide to the Administrative
Agent and each Purchaser Agent the following:

      


      (i) as soon
as possible and in any event within two (2) Business Days after becoming aware
of the occurrence of each Termination Event or Unmatured Termination Event, a
statement of a financial officer of the Seller setting forth details of such
Termination Event or Unmatured Termination Event and the action that the Seller
has taken and proposes to take with respect thereto;

      


      (ii) at least
thirty (30) days prior to any change in the Seller’s name or any other change
requiring the amendment of UCC financing statements, a notice setting forth such
changes and the effective date thereof;

      


      (iii) for the
first three (3) quarters of each fiscal year of the Seller, unaudited quarterly
within sixty (60) days of the end of the related quarter and audited annual
financial statements of the Seller within ninety (90) days of the end of the
Seller’s fiscal year; provided that the
requirement to provide audited annual financial statements will be waived if (A)
the Seller provides the Administrative Agent and the Purchaser Agents with its
unaudited non-consolidated financial statements, prepared in conformity with
GAAP (subject to the absence of footnotes and year-end adjustments), which
financial statements shall include, at a minimum, the non-consolidated balance
sheet and a statement of income of the Seller and (B) the Seller is included in
the consolidated financial statements of Ingram required to be delivered
pursuant to Section
2(k) of this Exhibit
IV;

      


      


      
        
          
          

        

        
          IV-7

          
            

          

        

        
          
          

        

      

      


      


       

      (iv) 
 promptly after the Seller obtains knowledge
thereof, notice of any Litigation which may exist at any time between the Seller
and any Governmental Authority or relating to any Transaction
Document;

      


      (v) promptly
and in any event within five (5) Business Days after the occurrence thereof,
notice of any event which is reasonably likely to have a Material Adverse
Effect; and

      


      (vi) promptly
after receipt thereof, any notices the Seller receives from the Originator or
the Servicer under the Receivables Sale Agreement.

      


      
        (s)  Payment, Performance and
Discharge of Obligations.

      

      


      (i) Subject
to clause (ii)
below, the Seller shall pay, perform and discharge or cause to be paid,
performed and discharged promptly all charges and claims payable by it before
any thereof shall become past due.

      


      (ii) The
Seller may in good faith contest, by appropriate proceedings, the validity or
amount of any charges or claims described in clause (i) above;
provided, that adequate reserves with respect to such contest are maintained on
the books of the Seller, in accordance with GAAP.

      


      (t) Limited Payments. The
Seller will not make any cash payment to or otherwise
transfer any funds to any of its Affiliates except for (i) payments of the
purchase price under the Receivables Sale Agreement, (ii) repayments of amounts
owed under the Subordinated Note in accordance with the terms thereof, (iii)
distributions, which are declared by the Seller’s board of directors in
accordance with all Laws relating to corporate formalities, (iv) the Servicing
Fee or (v) the return of funds other than Collections of Pool Receivables
deposited in Blocked Accounts; provided that the
Seller shall not make any such payment under this subsection (t)
at any time with
the funds which are required to be set aside for the benefit of, or otherwise to
be distributed to, a Purchaser, a Purchaser Agent, the Administrative Agent or
any other Indemnified Party or Affected Person pursuant to Section 1.4(b) or
Section 1.4(d);
provided
further, that the Seller shall not make any payment under this subsection (t) (other
than the Servicing Fee) if after giving effect to such payment a Termination
Event or Unmatured Termination Event would exist or otherwise result
therefrom.

      


      
        (u)  [Reserved]

      

      


      (v) Negative Pledge of
Subordinated Notes. Create, or permit to be created, any
Adverse Claims with respect to the Subordinated Note (including any payment or
distribution in connection therewith), unless the holder(s) of such Adverse
Claim(s) shall have entered into an intercreditor agreement with the
Administrative Agent, each Purchaser Agent and each Purchaser in form and
substance satisfactory to the Administrative Agent, and each Purchaser
Agent.

       

      2. 
Covenants of the Servicer. Until the Final Payout
Date:

       

       

      
        
          
          

        

        
          IV-8

          
            

          

        

        
          
          

        

      

       

       

      (a) 
 Compliance with Laws, Etc.
The Servicer shall comply in all respects with all
applicable Laws, and preserve and maintain its corporate existence, rights,
franchises, qualifications, and privileges except to the extent that the failure
so to comply with such Laws or the failure so to preserve and maintain such
existence, rights, franchises, qualifications, and privileges could not
reasonably be expected to have a Material Adverse Effect.

      


      (b) Records. The Servicer
will maintain and implement administrative and operating
procedures (including an ability to recreate records evidencing Pool Receivables
and related Contracts in the event of the destruction of the originals thereof),
and keep and maintain all Records necessary or advisable for the collection of
all Pool Receivables (including records adequate to permit the daily
identification of each Pool Receivable and all Collections of and adjustments to
each existing Pool Receivable).

      


      (c) Performance and Compliance
with Contracts and Credit and Collection Policy. The Servicer shall, at
its expense, timely and fully perform and comply in all
material respects with all provisions, covenants and other promises required to
be observed by the Servicer under the Contracts related to the Pool Receivables,
and timely and fully comply in all material respects with the Credit and
Collection Policy with regard to each Pool Receivable and the related
Contract.

      


      (d) Security Interest, Etc.
The Servicer shall, at its expense, take all action necessary or
reasonably requested by the Administrative Agent to establish and maintain a
first priority perfected security interest in the Pool Assets, in each case free
and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf
of itself and the other Secured Parties), including taking such action to
perfect, protect or more fully evidence the interest of the Administrative Agent
(on behalf of itself and the other Secured Parties) under this Agreement as a
Purchaser Agent or the Administrative Agent, may reasonably
request.

      


      (e) Extension or Amendment of
Pool Receivables. Except as provided in Section 4.2, the
Servicer shall not extend the maturity or adjust the Outstanding Balance or
otherwise modify the terms of any Pool Receivable, or amend, modify or waive any
term or condition of any related Contract.

      


      (f) Audits. (i) The
Servicer shall, from time to time during its regular business hours
as reasonably requested by the Administrative Agent, permit the Administrative
Agent, or its agents or representatives, (at the Servicer’s expense once each
year and at any time when a Termination Event or Unmatured Termination Event
exists) (A) to examine and make copies of and abstracts from all books, records
and documents (including, computer tapes and disks) in the possession or under
the control of the Servicer relating to Pool Receivables and the Related
Security, including, the related Contracts, and (B) to visit the offices and
properties of the Servicer for the purpose of examining such materials described
in clause
(i)(A) above, and to discuss matters relating to Pool Receivables and the
Related Security or the Servicer’s performance hereunder or under the Contracts
with any of the officers

       

       

      
        
          
          

        

        
          IV-9

          
            

          

        

        
          
          

        

      

       

      
 

      
of the Seller or the Servicer, employees of
the Servicer having senior servicing positions, or agents or contractors of the
Servicer having knowledge of such matters; and (ii) without limiting the
provisions of clause
(i) above, from time to time during regular business hours as reasonably
requested by the Administrative Agent, permit certified public accountants or
other auditors acceptable to the Administrative Agent to conduct (at the
Servicer’s expense (not to exceed $200,000 per year when added to expenses
incurred or reimbursed by the Seller pursuant to Section 1(h) of this
Exhibit IV
and Section
5.1(h) of the Receivables Sale Agreement so long as no Termination
Event or Unmatured Termination Event exists, otherwise such expenses shall not
be so limited) once each year or if a Termination Event or Unmatured Termination
Event has occurred) a review of its books and records with respect to the Pool
Receivables. Subject to the limitations specified in the immediately preceding
sentences, the Administrative Agent, or its agents and representatives, may (and
the Administrative Agent (or such other Person who may be designated from time
to time by the Required Purchasers) shall, upon the request of the Required
Purchasers) conduct a review of the type described hereinabove whenever the
Required Purchasers or the Administrative Agent, as the case may be, in its and
their reasonable judgment, deem such review appropriate.

      


      (g) Change in Blocked Account
Banks, Blocked Accounts and Payment Instructions to Obligors. The
Servicer shall not add or terminate any bank as a Blocked Account
Bank or any account as a Blocked Account (or any related post office box) from
those listed in Schedule II to the
Agreement, or make any change in its instructions to Obligors regarding payments
to be made to the Servicer or the Originator or payments to be made to any
Blocked Account (or related post office box), unless the Administrative Agent
shall have consented prior thereto in writing and the Administrative Agent shall
have received copies of all agreements and documents (including Blocked Account
Agreements) that it may request in connection therewith. Notwithstanding the
foregoing, the Servicer may from time to time add Blocked Accounts at a domestic
office of any commercial bank that has a short term debt rating of at least
“A-1” by S&P or “P-1” by Moody’s and is reasonably acceptable to the
Administrative Agent and the Seller (such consent not to be unreasonably
withheld) so long as in connection therewith the Servicer delivers to the
Administrative Agent a fully executed Blocked Account Agreement with such
commercial bank.

      


      (h) Deposits to Blocked
Accounts. The Servicer shall (i) instruct all Obligors (other
than Excluded Obligors) to make payments of all Pool Receivables to one or more
Blocked Accounts or to post office boxes or lock-boxes to which only Blocked
Account Banks have access (and shall instruct the Blocked Account Banks to cause
all items and amounts relating to such Pool Receivables received in such post
office boxes or lock-boxes to be removed and deposited into a Blocked Account on
a daily basis), (ii) deposit, or cause to be deposited, any Collections of Pool
Receivables received by it into Blocked Accounts not later than one (1) Business
Day after receipt thereof. Each Blocked Account shall at all times be subject to
a Blocked Account Agreement, (iii) instruct or cause to be instructed all
Excluded Obligors to make payments other than to a Blocked Account and (iv)
remove or cause to be

       

       

      
        
          
          

        

        
          IV-10

          
            

          

        

        
          
          

        

      

       

       

      
removed any funds other than Collections of
Pool Receivables deposited in a Blocked Account no later than one (1) Business
Day after deposit therein (except in the case of Collections of Specified
Excluded Receivables and for the period of ninety (90) days after the Closing
Date, in which case no later than five (5) Business Days after deposit therein).
Each Blocked Account shall at all times be subject to a Blocked Account
Agreement.

      


      (i) Marking of Records.
At its expense, the Servicer shall mark the master data
processing records with a systems message relating to Pool Receivables and
related Contracts, including with a legend, as mutually agreed upon, evidencing
the security interest of the Administrative Agent (on behalf of itself and the
other Secured Parties) with regard to such Pool Receivables and related
Contracts in accordance with this Agreement.

      


      
        (j)  Merger, Sale of
Assets. The Servicer shall not:

      

      


      (i) be a
party to any merger or consolidation, except that, so long as no Termination
Event has occurred or would occur immediately after giving effect thereto or
would result therefrom, the Servicer may merge with any other Person, provided that the
Servicer is the survivor of such merger; or

      


      (ii) sell,
lease, transfer or otherwise dispose of assets constituting all or substantially
all of the assets of such Originator and its consolidated Subsidiaries (taken as
a whole) other than the assignments and transfers contemplated by the
Transaction Documents, to another Person, or liquidate or dissolve.

      


      (k) Reporting
Requirements. The Servicer will provide to the Administrative
Agent and each Purchaser Agent (in multiple copies, if requested by the
Administrative Agent or such Purchaser Agent) the following:

      


      (i) promptly
after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any
respective successor forms) filed with the SEC (or any successor authority) or
any national securities exchange and to the extent not disclosed in such Forms
10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the
applicable period, copies of the following financial statements, reports,
notices and information: (A) within ninety (90) days after the end of Ingram’s
fiscal year, a copy of the annual audit report of Ingram and its Consolidated
Subsidiaries and (B) within sixty (60) days after the end of each of the first
three fiscal periods, a copy of the unaudited consolidated financial statements
of Ingram and its Consolidated Subsidiaries; provided that Ingram
shall be deemed to have provided all such forms, financial statements or reports
on the date on which such forms, financial statements or reports are posted (or
a link thereto is provided) on Ingram’s website on the Internet at
http://www.ingrammicro.com/ or the SEC’s website on the Internet at
www.sec.gov/edgar/searchedgar/webusers.htm;

      


      


      
        
          
          

        

        
          IV-11

          
            

          

        

        
          
          

        

      

      


       

      
(ii) promptly after the filing thereof,
copies of any registration statements (other than the exhibits thereto and
excluding any registration statement on Form S- 8 and any other registration
statement relating exclusively to stock, bonus, option, 401(k) and other similar
plans for officers, directors, and employees of Ingram or any of its
Subsidiaries); provided that Ingram
shall be deemed to have provided all such registration statements on the date on
which such registration statements are posted (or a link thereto is provided) on
Ingram’s website on the Internet at http://www.ingrammicro.com/ or the SEC’s
website on the Internet at
www.sec.gov/edgar/searchedgar/webusers.htm;

      


      (iii) (A) on
the Business Day immediately preceding each Purchase Date (other than in
connection with a Reinvestment) or in any event on the second Business Day of
every calendar week if Ingram’s Debt Rating falls to or below “BB+” by S&P
or “Ba2” by Moody’s, an Interim Receivables Report for the period from and
excluding the last reporting day of the most recent Interim Receivables Report
or Monthly Receivables Report through but including the Business Day immediately
preceding the date of such Interim Receivables Report, (B) on the
10th of every month (or the next succeeding Business Day if such day is not a
Business Day), a Monthly Receivables Report for the immediately preceding
Collection Period, and (C) on every Business Day, if a Termination Event has
occurred or if Ingram’s Debt Rating falls to or below “BB-” by S&P or “Ba3”
by Moody’s, an Interim Receivables Report unless the Aggregate Capital,
Aggregate Yield, all Program Fees and other Fees and any other amounts then due
and payable by the Seller and the Servicer to each Purchaser Group, the
Administrative Agent or any other Indemnified Party or Affected Person
hereunder, have been paid in full. Each delivery of a Monthly Receivables Report
and Interim Receivables Report shall be deemed a certification by the Servicer
and the Seller that at the time of such delivery no event has occurred or is
continuing which constitutes a Termination Event or an Unmatured Termination
Event (other than an Unmatured Termination Event which is described as such in
such report or a prior written notice delivered to the Administrative
Agent);

      


      (iv) as soon
as possible and in any event within two (2) Business Days after becoming aware
of the occurrence of a Termination Event or an Unmatured Termination Event, a
statement of a financial officer or the general counsel of the Servicer setting
forth details of such Termination Event or Unmatured Termination Event and the
action that the Servicer has taken and proposes to take with respect
thereto;

      


      (v) promptly
(and in any case within two (2) Business Days) upon becoming aware of the
institution of any steps by the Servicer or any other Person to terminate any
Pension Plan other than pursuant to Section 4041(b) of ERISA, or the failure to
make a required contribution to any Pension Plan if such failure is sufficient
to give rise to a lien under Section 430(k) of the Code or Section 303(k) of
ERISA, or the taking of any action with respect to a Pension Plan which could
result in the requirement that the Servicer or any ERISA Affiliate furnish a
bond or other security to the Pension Benefit Guaranty Corporation or such
Pension

       

       

      
        
          
          

        

        
          IV-12

          
            

          

        

        
          
          

        

      

       

       

      
Plan, or the occurrence of any other event
with respect to any Pension Plan which, in any such case, results in, or would
reasonably be expected to result in, a Material Adverse Effect, notice thereof
and copies of all documentation relating thereto;

      


      (vi) such
other information respecting the Pool Receivables or the condition or
operations, financial or otherwise, of the Servicer or any of its Affiliates as
the Administrative Agent or a Purchaser Agent may from time to time reasonably
request with respect to the transactions contemplated under the Transaction
Documents, the Pool Receivables or the condition, operations, financial or
otherwise of the Servicer, the Sub-Servicer, the Seller, Ingram or any other
Originator;

      


      (vii) from time
to time as reasonably requested by the Purchasers, and at the sole expense of
the Servicer, an Agreed Upon Procedures Report performed by Protiviti or such
other accountant to which the Administrative Agent (with the consent of the
Purchasers, such consent not be unreasonably withheld) has provided its prior
written consent;

      


      (viii) promptly
after the occurrence thereof, notice of any event which is reasonably likely to
have a Material Adverse Effect; and

      


      (ix) contemporaneously
with the Seller’s delivery of its financial statements pursuant to clause (r)(iii) of
Exhibit IV, a
compliance certificate signed by the Servicer’s chief financial officer,
treasurer or other financial officer showing a calculation of the financial
covenants described in clause (j) of Exhibit V and such other
information respecting the Pool Receivables or the condition or operations,
financial or otherwise, of the Seller, the Servicer, any Sub-Servicer or the
Originator as the Administrative Agent or a Purchaser Agent may from time to
time reasonably request.

      


      (l) Separateness. The
Servicer shall comply in all material respects with the factual
assumptions relating to the Servicer set forth in the in the opinion(s) rendered
by Davis, Polk & Wardwell LLP on the Closing Date, pursuant to Section 1(l) of Exhibit II relating
to true sale and non-consolidation matters.

      


      (m) Change in Business or Credit
and Collection Policy. The Servicer shall not (i)
make any material change in the character of its business or (ii) make any
change in the Credit and Collection Policy, unless (x) such change would not and
could not reasonably be expected to, individually or in the aggregate,
materially adversely affect the validity, enforceability or collectibility of
any portion of the Pool Receivables or materially adversely affect the
interests, rights or remedies of any Secured Party under this Agreement or any
other Transaction Document or with respect to any portion of the Pool
Receivables or (y) the Administrative Agent consented to such change in writing
(such consent not to be unreasonably withheld).

      


      


      
        
          
          

        

        
          IV-13

          
            

          

        

        
          
          

        

      

      


      


       

      
(n) Inventory Repurchase and
Floorplan Agreements. The Servicer hereby agrees that it shall deliver or
cause to be delivered to the Administrative Agent, no later than 90 days after
the date hereof (or such later date as may be agreed by the Administrative
Agent) a certified copy of each material inventory repurchase or floorplan
agreement to which the Servicer is a party or is bound by.

      


      


      


      
        
          
          

        

        
          IV-14

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
V

      


      TERMINATION
EVENTS

      


      Each of
the following shall be a “Termination Event”:

      


      (a) The
Seller, the Servicer or the Originator shall fail to remit when required any
payment of Capital (which for the Originator means amounts payable in connection
with Deemed Collections under the Receivables Sale Agreement) required under
this Agreement or any other Transaction Document and such failure to make such
payment shall continue for one (1) Business Day; or

      


      (b) The
Seller, the Servicer or the Originator shall fail to remit when required any
payment of Yield, Fees or any other payment (other than payment of Capital)
required under this Agreement or any other Transaction Document and such failure
to make such payment shall continue for five (5) Business Days; or

      


      (c) (i) Any
representation or warranty made or deemed made by the Originator, the Seller or
the Servicer pursuant to clauses (a), (g), (k), (u), (v), (x) and (aa) of Section 1 of Exhibit III or clause (o) of Section 2 of Exhibit III shall
prove to have been incorrect or untrue in any respect when made or deemed made;
(ii) any representation or warranty made or deemed made by the Originator, the
Seller or the Servicer (or any of their respective officers) pursuant to clauses (h) and (o) of Section 1 of Exhibit III or clauses (g) and (l) of Section 2 of Exhibit III or any
information or report
delivered by the Seller or the Servicer pursuant to this Agreement shall prove
to have been incorrect or untrue in any material respect when made or deemed
made or delivered (or to the extent such representation and warranty shall be
qualified by materiality or by reference to a “material adverse effect”
standard, such representation or warranty shall be untrue in any respect),
unless such representation or warranty is capable of being remedied and the
Originator, the Seller or the Servicer, as applicable, shall have remedied such
incorrect or untrue representation and warranty within one (1) Business Day
after becoming aware of such failure; or (iii) any other representation or
warranty made or deemed made by the Originator, the Seller or the Servicer under
or in connection with this Agreement or a Transaction Document to which they are
a party shall prove to have been incorrect or untrue in any material respect
when made or deemed made (or to the extent such representation and warranty
shall be qualified by materiality or by reference to a “material adverse effect”
standard, such representation or warranty shall be untrue in any respect),
unless such representation or warranty is capable of being remedied and the
Originator, the Seller or the Servicer, as applicable, shall have remedied such
incorrect or untrue representation and warranty within five (5) Business Days;
provided that a
Termination Event shall not occur in connection with a breach of any of the
representations referred to in Section 1.4(e)(ii)
and Sections
1(h) and 2(g) of Exhibit III (solely
to the extent any such breach would also give rise to a Deemed Collection
pursuant to Section
1.4(e)(ii)) if either (i) the aggregate of the Receivables Interest does
not exceed 100% after a recalculation of the Receivables Interests excluding the
related Receivable or Receivables from the Net Receivables Balance
or

       

       

      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      

       

      
 

      
(ii) the aggregate of the Receivables
Interest does not exceed 100% after recalculation of the Receivables Interest
excluding such Receivable or Receivables from the Net Receivable Balance and the
payments required to be made hereunder in connection with such exclusion have
been made; or

      


      (d) (i) The
Servicer or the Seller shall fail to perform or observe any other term, covenant
or agreement contained in clauses (a), (b), (d), (e), (g)(i), (i), (o)(ii), (p), (q), (r)(i) or (t) of Section 1 of Exhibit IV and clauses (a), (d), (g) or (k)(iv) of Section 2 of Exhibit IV; (ii) the
Servicer or the Seller shall fail to perform or observe any term,
covenant or agreement contained in clause (j)(i) of
Section 1 of
Exhibit IV and
clause (h)(i)
of Section 2 of
Exhibit IV,
unless the aggregate Outstanding Balance of Pool Receivables of the affected
Obligor is less than $5,000,000 and the Servicer or the Seller, as applicable,
shall remedy such failure within two (2) Business Days after becoming aware of
such failure; (iii) the Servicer or the Seller shall fail to perform or observe
any term, covenant or agreement contained in clause (j)(ii) of
Section 1
of Exhibit IV
and clause
(h)(ii) of
Section 2 of
Exhibit IV, unless the aggregate
amount of Collections not deposited in accordance therewith is less than
$5,000,000 and the Servicer or the Seller, as applicable, shall remedy such
failure within two (2) Business Days after becoming aware of such failure; (iv)
the Servicer or the Seller shall fail to perform or observe any term, covenant
or agreement contained in the last sentence of Section 1.4(a), Section 4.2(b), clause (j)(iv) of
Section 1
of Exhibit IV
and clause
(h)(iv) of
Section 2 of
Exhibit IV, unless the Servicer or the
Seller shall remedy such failure within the earlier of (A) two (2) Business Days
after becoming aware of such failure and (B) five (5) Business Days after such
failure has occurred; (v) the Servicer shall fail to deliver an Interim
Receivables Report when due daily pursuant to clause (k)(iii)(C) of
Section 2 of
Exhibit IV and
such failure shall remain unremedied for one (1) Business Day (limited to one
such failure per Collection Period); (vi) the Servicer shall fail to deliver any
report pursuant to clause (k)(iii)(A) or
(k)(iii)(B) of
Section 2 of
Exhibit IV and such failure
shall remain unremedied for one (1) Business Day; (vii) the Servicer or the
Seller shall fail to perform or observe any other term, covenant or agreement
contained in clause
(c) of Section
1 of Exhibit
IV and clause
(c) of Section
2 of Exhibit IV
and such failure shall remain unremedied for three (3) Business Days;
and (viii) the Servicer or the Seller shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement or any other Transaction
Document to which it is a party on its part to be performed or observed and any
such failure shall remain unremedied for ten (10) days after receiving notice or
becoming aware of such failure; or

      


      (e) A default
shall occur in respect of any Debt of the Servicer or Originator in excess of
$100,000,000, and such Debt shall be declared to be (or shall automatically
become) due and payable, or required to be prepaid, redeemed, purchased or
defeased, or an offer to repay, redeem, purchase or defease such Debt shall be
required to be made, in each case before the stated maturity thereof;
or

      


      (f) This
Agreement or any Purchase or any Reinvestment pursuant to this Agreement shall
for any reason (other than pursuant to the terms hereof) cease to

       

       

      
        
          
          

        

        
          V-2

          
            

          

        

        
          
          

        

      

       

      
 

      
create, or the Receivables Interest shall
for any reason cease to be a valid and perfected first priority security
interest in favor of the Administrative Agent (on behalf of itself and the other
Secured Parties) to the extent of the Receivables Interest, or security
interest, in any portion of the Pool Assets, free and clear of any Adverse Claim
(other than as a result of the filing by the Administrative Agent, any Purchaser
Agent or any Purchaser of UCC-3 termination statement with respect to the Pool
Assets); or

      


      (g) The
Seller, the Servicer or the Originator or any of their Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any Insolvency Proceeding shall be instituted by or
against the Seller, the Servicer or the Originator or any of their Subsidiaries
and, in the case of an involuntary Insolvency Proceeding with respect to the
Servicer or the Originator, such event shall not be dismissed, bonded or
discharged for sixty (60) days; or

      


      (h) At any
time (i) the average of the Default Ratios of the three most recently ended
Collection Periods shall exceed 2.00% or (ii) the average of the Dilution Ratios
of the three most recently ended Collection Periods shall exceed 7.50% or (iii)
the average of the Delinquency Ratios of the three most recently ended
Collection Periods shall exceed 3.00% or (iv) the average of the
Loss-to-Liquidation Ratios of the three most recently ended Collection Periods
shall exceed 0.75%; or

      


      (i) The
Receivables Interest shall exceed l00% and such circumstance shall not have been
remedied within one (1) Business Day; or

      


      
        (j)  Any of
the following shall occur;

      

      


      (i) The ratio
of (A) “Consolidated EBITDA” for any period of four consecutive “Fiscal Periods”
to (B) “Consolidated Interest Charges” for such period shall be less than 2.75
to 1.0 (in each case as defined in the Credit Agreement as attached hereto as
Annex K or as
the same may be amended from time to time with the consent of the Administrative
Agent and the Majority Purchasers);

      


      (ii) The
“Leverage Ratio” (as defined in the Credit Agreement as attached hereto as Annex K or as the
same may be amended from time to time with the consent of the Administrative
Agent and the Majority Purchasers) shall exceed 4.00 to 1.0;

      


      provided, that for
purposes of calculating the preceding ratios the contribution of any Subsidiary of
the Originator acquired (to the extent the acquisition is treated for accounting
purposes as a purchase) during those four Fiscal Periods to Consolidated EBITDA
shall be calculated on a pro forma basis as if it had been a Subsidiary of the
Originator during all of those four Fiscal Periods; or

      


      (k) A
final judgment (other than the Brazilian/ISS Judgment in an amount not to exceed
BRL 180,000,000) or order for the payment of money (to the extent
not

       

       

      
        
          
          

        

        
          V-3

          
            

          

        

        
          
          

        

      

       

      
 

      
bonded or covered by insurance to the
reasonable satisfaction of the Administrative Agent) in an aggregate amount
greater than the lesser of (i) 7.25% of the “Consolidated Tangible Net Worth”
(as defined in the Credit Agreement as attached hereto as Annex K and as the
same may be amended from time to time with the consent of the Administrative
Agent and the Majority Purchasers) of Ingram at the end of the most recently
ended fiscal quarter and (ii) $100,000,000, shall be rendered against Ingram
and/or any of its Subsidiaries as a group and either (x) the same shall remain
undischarged for a period of thirty (30) consecutive days during which execution
shall not be effectively stayed (including by reason of pending appeal or
otherwise) or (y) any action shall be legally taken by a judgment creditor to
levy upon assets or properties of Ingram and/or any of its Subsidiaries as a
group to enforce any such judgment and no stay of enforcement (including by
reason of pending appeal or otherwise) shall be in effect; or

      


      (l) At any
time, there shall be an occurrence of a Servicer Resignation Event as defined in
Section 4.1(c);
or

      


      (m) Either
(a) any Person or two (2) or more Persons (excluding the Family Stockholders)
acting in concert shall have acquired beneficial ownership (within the meaning
of Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of voting securities of Ingram having more than 30% of the
ordinary voting power of all voting securities of Ingram then outstanding; or
(b) at any time during any period of twenty-five (25) consecutive calendar
months commencing on or after the date of this Agreement, a majority of board of
directors of Ingram shall no longer be composed of individuals (i) who were
members of such board of directors on the first day of such period, (ii) whose
election or nomination to such board of directors was approved by individuals
referred to in clause
(b)(i) above constituting at the time of such election or nomination at
least a majority of such board of directors or (iii) whose election or
nomination to such board of directors was approved by individuals referred to in
clause (b)(i)
or (b)(ii)
above constituting at the time of such election or nomination at least a
majority of such board of directors; or

      


      (n) The
Seller shall at any time cease to be a direct or indirect wholly-owned
Subsidiary of the Originator; or

      


      (o) A federal
tax notice of a lien shall have been filed against the Seller or attaching to
any of the Pool Assets or any portion thereof unless there shall have been
delivered to the Administrative Agent proof of release of such lien;
or

      


      (p) (i)
Institution of any steps by the Originator or any other Person to terminate a
Pension Plan if, as a result of such termination, the Originator or any ERISA
Affiliate could be required to make a contribution in excess of $100,000,000 (or
the equivalent thereof in any other currency), to such Pension Plan; or could
reasonably expect to incur a liability or obligation in excess of $100,000,000
(or the equivalent thereof in any other currency), to such Pension Plan;
or

      


      


      
        
          
          

        

        
          V-4

          
            

          

        

        
          
          

        

      

      


       

      
(ii) A contribution failure occurs with
respect to any Pension Plan sufficient to give rise to a lien under Section
430(k) of the Code or 303(k) of ERISA.

      


      (q) The
average Days Sales Outstanding for the three most recently ended Collection
Periods shall exceed sixty-five (65) days; or

      


      
        (r)  A default
shall occur in respect of any Debt of the Seller in excess of $100,000;
or

      

      


      (s) A final
judgment or order for the payment of money (to the extent not bonded or covered
by insurance to the reasonable satisfaction of the Administrative Agent) shall
be rendered against the Seller in an aggregate amount greater than $100,000;
or

      


      (t) The
amount of Capital and Yield owed by Seller in respect of the Receivables
Interest shall not have been paid in full by the Legal Final Maturity Date;
or

      


      
        (u)  
A
Purchase Termination Event shall have occurred and be
continuing.

      

      
 

      


      
        
          
          

        

        
          V-5

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
VI

      


      SUPPLEMENTAL
PERFECTION REPRESENTATIONS,

      WARRANTIES
AND COVENANTS

      


      In
addition to the representations, warranties and covenants contained in Exhibit III and Exhibit IV hereof,
the Seller and the Servicer, as applicable, hereby makes the following additional
representations, warranties and covenants:

      


      
        1.  Pool Receivables; Blocked
Accounts.

      

      


      
        (a)  The Pool
Receivables constitute “accounts” within the meaning of the UCC.

      

      


      (b) Each
Blocked Account constitutes a “deposit account” within the meaning of the
UCC.

      


      2. Creation of Security
Interest. The Seller owns and has good and marketable title to the Pool
Receivables and Blocked Accounts (and the related post office boxes or
lock-boxes), free and clear of any Adverse Claim. The Agreement creates a valid
and continuing security interest (as defined in the UCC) in the Pool Receivables
and the Blocked Accounts (and the related post office boxes or lock-boxes) in
favor of the Administrative Agent (on behalf of itself and the other Secured
Parties), which security interest is prior to all other Adverse Claims and is
enforceable as such as against any creditors of and purchasers from the
Seller.

      


      
        3.  Perfection.

      

      


      (a) The
Seller has caused the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable Law and
entered into Blocked Account Agreements in order to perfect the sale of the Pool
Receivables from the Originator to the Seller pursuant to the Receivables Sale
Agreement and the security interest granted by the Seller to the Administrative
Agent (on behalf of itself and the other Secured Parties) in the Pool
Receivables hereunder.

      


      (b) With
respect to all Blocked Accounts (and all related post office boxes or
lock-boxes), the Seller has delivered to the Administrative Agent (on behalf of
itself, the Purchaser Agents and the Purchasers), a fully executed Blocked
Account Agreement pursuant to which the applicable Blocked Account Bank has
agreed, following the occurrence of certain events specified therein, to comply
with all instructions given by the Administrative Agent with respect to all
funds on deposit in such Blocked Account (and all funds sent to the respective
post office box), without further consent by the Seller or the
Servicer.

      


      
        4.  Priority.

      

      


      (a) Other
than the transfer of the Pool Receivables by the Originator to the Seller
pursuant to the Receivables Sale Agreement and the grant of security interest by
the Seller to the Administrative Agent (on behalf of itself and the other
Secured

       

       

      
        
          
          

        

        
          VI-1

          
            

          

        

        
          
          

        

      

       

      
 

      
Parties) in the Pool Receivables and
Blocked Accounts (and the related post office box) hereunder, neither the Seller
nor the Originator has pledged, assigned, sold, conveyed, or otherwise granted a
security interest in any of the Pool Receivables, Related Security, Collections
or Blocked Accounts (and the related post office box) to any other
Person.

      


      (b) Neither
the Seller nor the Originator has authorized, or is aware of, any filing of any
financing statement against the Seller or the Originator that include a
description of collateral covering the Pool Receivables, Related Security,
Collections or all other collateral pledged to the Administrative Agent (on
behalf of the Purchasers) pursuant to the Transaction Documents, other than any
financing statement filed pursuant to the Receivables Sale Agreement and this
Agreement or financing statements that have been validly terminated prior to the
date hereof.

      


      (c) The
Seller is not aware of any judgment, ERISA or tax lien filings against the
Seller or against the Originator which could attach to the Receivables of the
Originator.

      


      (d) None of
the Blocked Accounts (and the related post office boxes or lock-boxes) are in
the name of any Person other than the Seller or the Administrative Agent.
Neither the Seller, the Servicer or the Originator has consented to any Blocked
Account Bank’s complying with instructions of any person other than the
Administrative Agent.

      


      5. Survival of Supplemental
Representations. Notwithstanding any other provision of this
Agreement or any other Transaction Document, the representations contained in
this Exhibit VI
shall be continuing, and remain in full force and effect until such time
as the Aggregate
Capital, Aggregate Yield, all Program Fees and other Fees and any other amounts
payable by the Seller, the Originator and the Servicer to each Secured Party
under the Transaction Documents, have been paid in full and all other
obligations of the Seller under this Agreement or any other Transaction
Documents (other than the Ancillary Documents) have been fully
performed.

      


      6. No Waiver. The
parties to this Agreement: (i) shall not, without obtaining a written
confirmation of the then-current rating of the Notes of each Conduit Purchaser
by the Rating Agencies, waive any of the representations set forth in this Exhibit VI; (ii)
shall provide the Rating Agencies with prompt written notice of any breach of
any representations set forth in this Exhibit VI, and (iii)
shall not, without obtaining a written confirmation of the then-current rating
of the Notes of each Conduit Purchaser by the Rating Agencies (as determined
after any adjustment or withdrawal of the ratings following notice of such
breach) waive a breach of any of the representations set forth in this Exhibit
VI.

      


      7. Seller or Servicer to
Maintain Perfection and Priority. The Seller or the Servicer shall, from
time to time take such action, or execute and deliver such instruments (other
than filing financing statements) as may be necessary or such actions as are
reasonably requested by the Administrative Agent or a Purchaser Agent) to
maintain and perfect, as a first-priority interest, the Administrative Agent’s
(on behalf of itself and the other Secured Parties) security

       

       

      
        
          
          

        

        
          VI-2

          
            

          

        

        
          
          

        

      

       

       

      
interest in the Pool Receivables, Related
Security and Collections and all other collateral pledged to the Administrative
Agent (on behalf of itself and the other Secured Parties) pursuant to the
Transaction Documents. The Seller or the Servicer shall, from time to time and
within the time limits established by Law, prepare and present to the
Administrative Agent for the Administrative Agent’s authorization and approval
all financing statements, amendments, continuations or initial financing
statements in lieu of a continuation statement, or other filings necessary to
continue, maintain and perfect the Administrative Agent’s (on behalf of itself
and the other Secured Parties) security interest in the Pool Receivables,
Related Security and Collections, and all other collateral pledged to the
Administrative Agent (on behalf of itself and the other Secured Parties)
pursuant to the Transaction Documents as a first-priority interest. The
Administrative Agent’s approval of such filings shall authorize the Seller or
the Servicer to file such financing statements under the UCC without the
signature of the Seller, the Originator or the Administrative Agent where
allowed by applicable Law. Notwithstanding anything else in the Transaction
Documents to the contrary, none of the Seller, the Servicer or the Originator,
shall have any authority to file a termination, partial termination, release,
partial release or any amendment that deletes the name of a debtor or excludes
collateral of any such financing statements, without the prior written consent
of the Administrative Agent and the Majority Purchaser.

       

      8. Reaffirmation
of Representations and Warranties. On the date of each Purchase or
Reinvestment hereunder,
the Seller and the Servicer, by accepting the proceeds of such Purchase or
Reinvestment, shall be deemed to have certified that all representations and
warranties of the Seller and the Servicer, as applicable, described in this
Exhibit
VI, as from time to time amended in accordance with the terms hereof, are
correct on and as of such day as though made on and as of such day, except for
representations and warranties which apply as to an earlier date (in which case
such representations and warranties shall be true and correct as of such
date).

       

       

       VI-3