Avnet 2009 Annual Report Download - page 90

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referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
(b) Transaction Documents . This Amendment is a Transaction Document executed pursuant to the Purchase Agreement and shall be
construed, administered and applied in accordance with the terms and provisions thereof.
(c) Costs, Fees and Expenses . Without limiting Section 10.3 of the Purchase Agreement, Seller agrees to reimburse the Agent and
the Purchasers upon demand for all reasonable and documented out-of-pocket costs, fees and expenses (including the reasonable fees and
expenses of counsels to any of the Agent and the Purchasers) incurred in connection with the preparation, execution and delivery of this
Amendment.
(d) Counterparts . This Amendment may be executed in any number of counterparts, each such counterpart constituting an original
and all of which when taken together shall constitute one and the same instrument.
(e) Severability . Any provision contained in this Amendment that is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment
in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.
(f) GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
(g) WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT
EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.
(h) Funding Agreement Consent . By its execution hereof, JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA
(Main Office Chicago)), in its capacity as a party to any applicable Funding Agreement with or for the benefit of Chariot Funding LLC
(successor to Preferred Receivables Funding Company LLC) (“ Chariot ”), hereby (i) consents to Chariot’s execution of this Amendment and
the transactions contemplated hereby, (ii) acknowledges that this Amendment has been made available to and has been reviewed by it,
(iii) consents to this Amendment and (iv) deems this paragraph to satisfy any applicable requirements regarding this Amendment set forth in
any such Funding Agreement.
(Signature Pages Follow)
AMENDMENT NO. 12 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
5