Miscellaneous Certifications Clause Samples

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 Form of Monthly Report [Attached] Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 ANNEX X DEFINITIONS [Attached] ANNEX Y [Reserved] FORM OF SPECIAL OBLIGOR APPROVAL NOTICE The Toronto-Dominion Bank, as Administrative Agent ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ [Address] SIT FUNDING CORPORATION [Address] Re: Approval of Special Obligor Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of December 22, 2021, 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 Toronto-Dominion 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...

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, a bringdown certificate by Servicer, and if requested, an opinion or opinions of counsel, in each case in form and substance reasonably satisfactory to Buyer, the Managing Agents and the Administrative Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Servicer delivered to Buyer, the Managing Agents and the Administrative Agent on the Closing Date. Financial reports required to be delivered pursuant to clauses (a), (b) and (g) above, and copies of any agreement required to be furnished under this Agreement that are filed with the Securities and Exchange Commission, 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, and such other provisions of this Agreement which require such reports or agreement to be delivered hereunder. Annex 7.05-3 Annex 7.05-4

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 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. Deutsche Bank Trust Company Americas ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA# ▇▇▇-▇▇▇-▇▇▇ Account Name: GECC CAF Depository Account # ▇▇-▇▇▇-▇▇▇ Reference: Superior Essex Funding LLC

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate, (ii) a Servicer’s Certificate, and (iii) if requested, an opinion of counsel, in form and substance satisfactory to the Purchasers and the Administrative Agent, reaffirming as of the date of such opinion the opinion of counsel with respect to the Seller and the Originators delivered to the Purchasers and the Administrative Agent on the Closing Date. The Seller shall furnish, or cause to be furnished, to the Purchasers and the Administrative Agent the following: (a) As soon as available, and in any event no later than 11:00 a.m. (New York time) on the third Business Day of each week, an Investment Base Certificate, which shall be prepared by the Seller or the Servicer as of the last day of the previous week; provided, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchasers’ rights or interests in the Transferred Receivables or the Seller Collateral insecure, then additional Investment Base Certificates shall be delivered for such periods and as frequently as the Administrative Agent shall request; and (b) Such other reports, statements and reconciliations with respect to the Investment Base or Seller Collateral as any Purchaser or the Administrative Agent shall from time to time request in its reasonable discretion. The Servicer shall furnish, or cause to be furnished, to the Purchasers and the Administrative Agent all of the following (except if the Servicer is an Originator, in which case the Servicer shall not be required to furnish the information required in paragraphs (a) and (b) below):

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, a bringdown certificate by Servicer, and if requested, an opinion or opinions of counsel, in each case in form and substance reasonably satisfactory to Buyer, the Managing Agents and the Administrative Agent, reaffirming as of the date of such opinion the Annex 7.05-3 opinions of counsel with respect to the Servicer delivered to Buyer, the Managing Agents and the Administrative Agent on the Closing Date. Annex 7.05-4

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 744861979 10435078 Form of Monthly Report [Attached] Annex 5.02(a) - 5 744861979 10435078 Form of Weekly Report [On file with Administrative Agent] Annex 5.02(a) - 6 744861979 10435078 Form of Daily Report [On file with Administrative Agent] Annex 5.02(a) - 7 744861979 10435078 744886281 10435078 to THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Annex X 744886281 10435078

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate and (ii) if requested, an opinion of counsel, in form and substance satisfactory to the Purchasers and the Agent, reaffirming as of the date of such opinion the opinion of counsel with respect to the Parent and each of its Subsidiaries delivered to the Agent for distribution to the Purchasers on the Closing Date. Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement ANNEX 4.04(L)

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. 727159853 10435078 Annex 5.02(a) - 4 Form of Monthly Report [Attached] 727159853 10435078 Annex 5.02(a) - 5 Form of Weekly Report [On file with Administrative Agent] 727159853 10435078 Annex 5.02(a) - 6 Form of Daily Report [On file with Administrative Agent] 727159853 10435078 Annex 5.02(a) - 7 727159853 ▇▇▇▇▇▇▇▇ ANNEX X DEFINITIONS [Attached] 727159853 10435078 ANNEX Y [Reserved] 727159853 10435078 FORM OF SPECIAL OBLIGOR APPROVAL NOTICE MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ [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 MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., 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. 727159853 10435078 Very truly yours, MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent and as a Managing Agent By: Name: Title: Consented to and Acknowledged by: [___________________________________], as a ...

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate of each of the Seller and the Independent Member, and (ii) solely if requested by the Agent due to a change in applicable law or circumstances, an opinion of counsel, in form and substance satisfactory to the Purchasers and the Agent, reaffirming as of the date of such opinion the opinions of counsel with respect to the Seller delivered to the Agent for distribution to the Purchasers on the Closing Date. Annex 7.02