Common use of Miscellaneous Certifications Clause in Contracts

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Annex 5.02(a) - 4 Confidential Treatment Requested Form of Monthly Report [Attached] Annex 5.02(a) - 5 Confidential Treatment Requested Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Confidential Treatment Requested Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 Confidential Treatment Requested ANNEX W ADMINISTRATIVE AGENT’S ACCOUNT/ LENDERS’ ACCOUNTS ANNEX X DEFINITIONS [Attached] Confidential Treatment Requested ANNEX Y [Reserved] Confidential Treatment Requested Annex Z to Funding Agreement FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 [Insert Date] [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Confidential Treatment Requested Very truly yours, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] SCHEDULE 2 THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and SYNNEX CORPORATION, as Servicer Confidential Treatment Requested Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Confidential Treatment Requested (continued) Table of Contents Page Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 Confidential Treatment Requested EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate, Legal and Trade Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Annex 5.02(aFinancial reports required to be delivered pursuant to clauses (b), (c) - 4 Confidential Treatment Requested and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Form of Monthly Report [Attached] Annex 5.02(a) - 5 Confidential Treatment Requested [***] Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Confidential Treatment Requested Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 Confidential Treatment Requested ANNEX W ADMINISTRATIVE AGENT’S ACCOUNT/ LENDERS’ ACCOUNTS ANNEX X DEFINITIONS [Attached] Confidential Treatment Requested ANNEX Y [Reserved] Confidential Treatment Requested Annex Z to Funding Agreement FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as Administrative Agent 0000 000 Xxxxxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 00xx Xxxxx Toronto, ON, M5H 3P5 [Insert Date] [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fourth Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12December 22, 20102021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Confidential Treatment Requested Very truly yours, THE BANK OF TOKYOTORONTO-MITSUBISHI UFJ, LTD., NEW YORK BRANCHDOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] SCHEDULE 2 THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and SYNNEX CORPORATION, as Servicer Confidential Treatment Requested Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Confidential Treatment Requested (continued) Table of Contents Page Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 Confidential Treatment Requested EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate, Legal and Trade Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).:]

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Confidential Treatment Requested Form of Monthly Report [Attached] Annex 5.02(a) - 5 Confidential Treatment Requested Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Confidential Treatment Requested Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 Confidential Treatment Requested ANNEX W ADMINISTRATIVE AGENT’S ACCOUNT/ LENDERS’ ACCOUNTS ANNEX X DEFINITIONS [Attached] Confidential Treatment Requested ANNEX Y [Reserved] Confidential Treatment Requested Annex Z to Funding Agreement FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as Administrative Agent 0000 000 Xxxxxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 00xx Xxxxx Xxxxxxx, XX, X0X 0X0 [Insert Date] [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fourth Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12December 22, 20102021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Confidential Treatment Requested Very truly yours, THE BANK OF TOKYOTORONTO-MITSUBISHI UFJ, LTD., NEW YORK BRANCHDOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] SCHEDULE 2 ANNEX X ANNEX X DEFINITIONS [Attached] EXECUTION VERSION EXHIBIT A TO AMENDMENT 1, DATED 8/22/22 ANNEX X to THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and SYNNEX CORPORATION, as Servicer Confidential Treatment Requested Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Confidential Treatment Requested (continued) Table of Contents Page Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 Confidential Treatment Requested EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate, Legal and Trade Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD FIFTH AMENDED AND RESTATED RECEIVABLES SALE FUNDING AND SERVICING ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12December 22, 2007, between Parent as “Originator” 2021 Definitions and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).Interpretation

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Annex 5.02(a) - 4 Confidential Treatment Requested 5.02(a)-4 Form of Monthly Report [Attached] Annex 5.02(a) - 5 Confidential Treatment Requested 5.02(a)-5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Confidential Treatment Requested 5.02(a)-6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 Confidential Treatment Requested 5.02(a)-7 ANNEX W ADMINISTRATIVE AGENT’S ACCOUNT/ LENDERS’ ACCOUNTS ADMINISTRATIVE AGENT’S ACCOUNT FOR SWING LINE ADVANCES SMBC LENDER GROUP’S ACCOUNT BANK OF AMERICA LENDER GROUP’S ACCOUNT ANNEX X DEFINITIONS [Attached] Confidential Treatment Requested ANNEX Y [Reserved] Confidential Treatment Requested SCHEDULE OF DOCUMENTS Annex Z to Funding Agreement FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Bank of Tokyo-Mitsubishi UFJAmerica, Ltd., New York Branch, as Administrative Agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 N.A. [Address] [Insert Date] [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fourth Third Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12January 23, 20102009, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Bank of Tokyo-Mitsubishi UFJAmerica, Ltd., New York BranchN.A., as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%). It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Confidential Treatment Requested Very truly yours, THE BANK OF TOKYO-MITSUBISHI UFJAMERICA, LTD., NEW YORK BRANCHN.A., as Administrative Agent and as a Managing Agent By: Name: Title: Duly Authorized Signatory Consented to and Acknowledged by: [___________________________________]SUMITOMO MITSUI BANKING CORPORATION, as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] SCHEDULE 2 THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and SYNNEX CORPORATION, as Servicer Confidential Treatment Requested Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Confidential Treatment Requested (continued) Table of Contents Page Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 Confidential Treatment Requested EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate, Legal and Trade Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).:

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate in the form attached hereto, (ii) a Servicer’s Certificate in the form attached hereto, and (iii) if requested, an opinion or opinions of counsel, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Borrower and the Originators delivered to the Lenders and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (b), (c) and (h) above shall be deemed to have been delivered on the date on which such report is posted on the Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the financial reporting requirements of clauses (b), (c) and (h) above. Annex 5.02(a) - 4 Confidential Treatment Requested Form of Monthly Report [Attached] [***] Annex 5.02(a) - 5 Confidential Treatment Requested Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Confidential Treatment Requested Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 Confidential Treatment Requested ANNEX W ADMINISTRATIVE AGENT’S ACCOUNT/ LENDERS’ ACCOUNTS ANNEX X DEFINITIONS [Attached] Confidential Treatment Requested ANNEX Y [Reserved] Confidential Treatment Requested Annex Z to Funding Agreement FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as Administrative Agent 0000 000 Xxxxxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 00xx Xxxxx Toronto, ON, M5H 3P5 [Insert Date] [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fourth Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12December 22, 20102021, as amended (the “Funding Agreement”), by and among SIT Funding Corporation, TD Synnex Corporation, the financial institutions party thereto as lenders (the “Lenders”) and The Bank of TokyoToronto-Mitsubishi UFJ, Ltd., New York BranchDominion Bank, as a lender and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. The Administrative Agent on behalf of the Requisite Lenders hereby notifies the Lenders of the approval of [name of party] as a Special Obligor (the “Special Obligor”) with an “Individual Obligor Percentage” equal to ___%. It is understood and agreed that the Administrative Agent may, if requested in writing by any Lender, revoke such approval at any time upon two (2) Business Days’ prior written notice to SIT Funding Corporation. Confidential Treatment Requested Very truly yours, THE BANK OF TOKYOTORONTO-MITSUBISHI UFJ, LTD., NEW YORK BRANCHDOMINION BANK, as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title: [Consented to and Acknowledged by: [___________________________________], as a Managing Agent By: Name: Title:] SCHEDULE 2 EXHIBIT B AMENDMENTS TO THE RECEIVABLES SALE AND SERVICING AGREEMENT (OTHER THAN ANNEX X) [Attached] EXECUTION VERSION EXHIBIT B TO SECOND OMNIBUS AMENDMENT, DATED DECEMBER 11, 2023 THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of January 23, 2009 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, SIT FUNDING CORPORATION, as Buyer, and TD SYNNEX CORPORATION, as Servicer Confidential Treatment Requested Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 Section 1.03. Amendment and Restatement 2 ARTICLE II TRANSFERS OF RECEIVABLES 2 Section 2.01. Agreement to Transfer 2 Section 2.02. Grant of Security Interest 4 Section 2.03. Originator Support Agreement 5 Section 2.04. Originators Remain Liable 5 ARTICLE III CONDITIONS PRECEDENT 5 Section 3.01. Conditions Precedent to Initial Transfer 5 Section 3.02. Conditions Precedent to Transfers by Synnex Canada 6 Section 3.03. Conditions Precedent to all Transfers 7 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 8 Section 4.01. Representations and Warranties of the Transaction Parties 8 Section 4.02. Affirmative Covenants of the Originators 17 Section 4.03. Negative Covenants of the Originators 24 Section 4.04. Breach of Representations, Warranties or Covenants 27 Section 4.05. Supplemental Disclosure 27 ARTICLE V INDEMNIFICATION 28 Section 5.01. Indemnities by the Originators 28 Section 5.02. Indemnities by the Servicer 30 ARTICLE VI MISCELLANEOUS 31 Section 6.01. Notices 31 Section 6.02. No Waiver; Remedies 31 Section 6.03. Successors and Assigns 32 Section 6.04. Termination; Survival of Obligations 32 Section 6.05. Complete Agreement; Modification of Agreement 33 Section 6.06. Amendments and Waivers 33 Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 33 Section 6.08. Counterparts 34 Section 6.09. Severability 34 Section 6.10. Section Titles 35 Section 6.11. No Setoff 35 Section 6.12. Confidentiality 35 Section 6.13. Further Assurances 36 Section 6.14. Fees and Expenses 37 Section 6.15. Nonrecourse Obligations 37 TABLE OF CONTENTS (continued) Page ARTICLE VII SERVICER PROVISIONS 37 Section 7.01. Appointment of the Servicer 37 Confidential Treatment Requested (continued) Table of Contents Page Section 7.02. Duties and Responsibilities of the Servicer 37 Section 7.03. Collections on Receivables 38 Section 7.04. Covenants of the Servicer 39 Section 7.05. Reporting Requirements of the Servicer 44 ARTICLE VIII EVENTS OF SERVICER TERMINATION 44 Section 8.01. Events of Servicer Termination 44 ARTICLE IX SUCCESSOR SERVICER PROVISIONS 46 Section 9.01. Servicer Not to Resign 46 Section 9.02. Appointment of the Successor Servicer 46 Section 9.03. Duties of the Servicer 46 Section 9.04. Effect of Termination or Resignation 47 Section 9.05. Power of Attorney 47 Section 9.06. No Proceedings 48 Section 9.07. Interest Act (Canada) Disclosure 48 Section 9.08. Judgment Currency 48 Confidential Treatment Requested EXHIBITS, SCHEDULES AND ANNEXES Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c)(ii) Form of Subordinated Note Exhibit 2.03 Form of Originator Support Agreement Exhibit 9.05 Form of Power of Attorney (Administrative Agent) Schedule 4.01(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Schedule 4.01(t) Accounts Schedule 4.02(g) Corporate, Corporate and Legal and Trade Names Schedule 6.01 Notice Information Annex 7.05 Reporting Requirements of the Servicer Annex X Definitions Annex Y [Reserved] Annex Z Financial Tests THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), TD SYNNEX CORPORATION, a Delaware corporation (“Parent”), in its capacity as servicer hereunder (in such capacity, the “Servicer”) and SIT FUNDING CORPORATION, a Delaware corporation (“Buyer”) and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as “Originator” and “Servicer”, and Buyer (as amended prior to the date hereof, the “Existing Transfer Agreement”).