Common use of Liquidation Settlement Procedures Clause in Contracts

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account and shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, an amount equal to accrued and unpaid Unused Facility Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to the accrued and unpaid Servicing Fee; and (g) to the SFC Account, the balance of any funds remaining in the Collection Account after payment in full of all other amounts set forth in this Section 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties of the Originator 4 SECTION 4.02. Affirmative Covenants of the Originator 10 SECTION 4.03. Negative Covenants of the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, (A) to the extent the Seller has any deposit accounts (other than any Lockbox Account) holding Collections or the proceeds thereof, shall transfer all amounts on deposit therein to the Collection Account, (B) shall transfer all amounts then on deposit in the Retention Account to the Collection Account Account, and (C) shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c) and amounts which are not allocable to the Purchaser Interests) ), in the following priority: (a) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the any Servicer in accordance with Section 11.02, then to the such Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, an amount equal to accrued and unpaid Unused Facility Commitment Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall not have occurred, to the Master Servicer in an amount equal to the accrued and unpaid Servicing Fee; and (g) to the SFC Seller Account, the balance of any funds remaining in the Collection Account after payment in full of all other amounts set forth in this Section 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties of the Originator 4 SECTION 4.02. Affirmative Covenants of the Originator 10 SECTION 4.03. Negative Covenants of the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account and shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(cSECTION 6.02(C) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section SECTION 11.02, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, an amount equal to accrued and unpaid Unused Facility Commitment Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to the accrued and unpaid Servicing Fee; and (g) to the SFC Seller Account, the balance of any funds remaining in the Collection Account after payment in full of all other amounts set forth in this Section SECTION 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties of the Originator 4 SECTION 4.02. Affirmative Covenants of the Originator 10 SECTION 4.03. Negative Covenants of the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts then on deposit in the Retention Reserve Account to the Collection Agent's Account and shall transfer all amounts in the Collection Agent's Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c6.03(j) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, in accordance with their respective Capital Investments, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the each Purchaser's respective Capital Investment; (c) to the Purchasers, ratably, in accordance with their respective Capital Investments, an amount equal to the unpaid Aggregate Capital Investment; (d) to the Administrative AgentAgent and to the Purchaser Agents, in each case, ratably, in accordance with the amount owed, an amount equal to accrued and unpaid Unused Facility Purchaser Group Commitment Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall to the extent not have occurredpaid pursuant to Section 6.06(a), to the Servicer in an amount equal to the accrued and unpaid Servicing Fee; andand GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement (g) to the SFC Seller Account, the balance of any funds remaining in the Collection Account after payment in full of all other amounts set forth in this Section 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties of the Originator 4 SECTION 4.02. Affirmative Covenants of the Originator 10 SECTION 4.03. Negative Covenants of the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC6.06., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).

Liquidation Settlement Procedures. On each Business Liquidation --------------------------------- Day from and after the Facility Termination Date until the Termination Dateon each Provisional Liquidation Day during each Settlement Period for each Share, the Administrative Collection Agent shallshall set aside and hold in trust for the Owner of such Share the Collections of Pool Receivables attributable to such Share received on such Day. On the last day of each Settlement Period for each Share, as soon as practicable, transfer all amounts then on the Collection Agent shall deposit in the Retention Account to the Agent's Account for the account of the Owner of such Share the amounts set aside pursuant to the preceding sentence but not to exceed the sum of (i) the accrued Yield for such Share, (ii) the Capital of such Share, (iii) the accrued Collection Account Agent Fee payable with respect to such Share, (iv) the accrued Miscellaneous Fees payable with respect to such Share, and shall transfer all (v) the aggregate amount of other amounts in owed hereunder by the Collection Account (including Seller to the Owner of such Share. Any amounts transferred from set aside pursuant to the Retention first sentence of this Section 2.06 and not required to be deposited to the Agent's Account pursuant to Section 6.02(c) and amounts which are not allocable the preceding sentence shall be paid to the Purchaser Interests) in the following priority: (a) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, an amount equal to accrued and unpaid Unused Facility Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and (f) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to the accrued and unpaid Servicing Fee; and (g) to the SFC Account, the balance of any funds remaining in Seller by the Collection Account after payment in full Agent; provided, however, that if amounts are set aside pursuant to -------- ------- the first sentence of all other amounts set forth in this Section 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties of the Originator 4 SECTION 4.02. Affirmative Covenants of the Originator 10 SECTION 4.03. Negative Covenants of the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”), and SIT FUNDING CORPORATION, a Delaware corporation (“SFC”).2.06 on any Provisional Liquidation Day which

Liquidation Settlement Procedures. On each Business Day from and after the Facility Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account and shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c6.2(c) and amounts which are not allocable to the Purchaser Interests) in the following priority: (a) if an Event of a Servicer Termination Event has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.0211.2, then to the Successor Servicer an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (b) to the Purchasers, ratably, an amount equal to accrued and unpaid Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining the Capital Investment; (c) to the Purchasers, an amount equal to the unpaid Capital Investment; (d) to the Administrative Agent, for the account of the Purchasers, an amount equal to accrued and unpaid Unused Facility Fees; (e) pro rata to all Additional Amounts incurred and payable to any Affected Party and Indemnified Amounts incurred and payable to any Indemnified Person; and; (f) if an Event of a Servicer Termination Event shall not have occurred, to the Servicer in an amount equal to the accrued and unpaid Servicing Fee; and (g) to the SFC Seller Account, the balance of any funds remaining in the Collection Account after payment in full of all other amounts set forth in this Section 6.05. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Rules of Construction 1 SECTION 1.03. Amendment and Restatement. 1 ARTICLE II TRANSFERS OF RECEIVABLES 2 SECTION 2.01. Agreement 6.5 (and, prior to Transfer. 2 SECTION 2.02. Grant of Security Interest 3 ARTICLE III CONDITIONS PRECEDENT 3 SECTION 3.01. Conditions to Initial Transfer 3 SECTION 3.02. Conditions to all Transfers 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 4 SECTION 4.01. Representations and Warranties the occurrence of the Originator 4 SECTION 4.02. Affirmative Covenants of Redwood Termination Date or the Originator 10 SECTION 4.03. Negative Covenants of Redwood Transfer Date, the Originator 15 SECTION 4.04. Breach of Representations, Warranties or Covenants 17 ARTICLE V INDEMNIFICATION 18 SECTION 5.01. Indemnification 18 ARTICLE VI COLLATERAL SECURITY 20 SECTION 6.01. Security Interest 20 SECTION 6.02. Other Collateral; Rights in Receivables 20 ARTICLE VII MISCELLANEOUS 20 SECTION 7.01. Notices 20 SECTION 7.02. No Waiver; Remedies 21 SECTION 7.03. Successors Administrative Agent shall also transfer to the Seller Account on such date any and Assigns 21 SECTION 7.04. Termination; Survival of Obligations. 22 SECTION 7.05. Complete Agreement; Modification of Agreement 22 SECTION 7.06. Amendments and Waivers 22 SECTION 7.07. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 23 SECTION 7.08. Counterparts 24 SECTION 7.09. Severability 24 SECTION 7.10. Section Titles 24 SECTION 7.11. No Setoff 24 SECTION 7.12. Confidentiality. 24 SECTION 7.13. Further Assurances. 25 SECTION 7.14. Fees and Expenses 25 Exhibit 2.01(a) Form of Receivables Assignment Exhibit 2.01(c) Form of Subordinated Note Schedule 4.01(b) Executive Offices; Collateral Locations; Corporate Names; Organizational Identification Number/FEIN Schedule 4.01(d) Litigation Schedule 4.01(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.01(i) Tax Matters Schedule 4.01(j) Intellectual Property Schedule 4.01(m) ERISA Plans Schedule 4.01(t) Deposit and Disbursement Accounts/Originator Schedule 4.02(g) Trade Names Schedule 4.03(b) Existing Liens Annex X Definitions Annex Y Schedule of Documents THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (“Agreement”) is entered into as of August 30, 2002, by and among SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation (the “Originator”)all interest earned on, and SIT FUNDING CORPORATIONpaid by the Depositary with respect to, a Delaware corporation (“SFC”the funds on deposit in the Retention Account during the preceding Settlement Period).