{"id":41250,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-purchase-agreement-solectron-funding-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-purchase-agreement-solectron-funding-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-purchase-agreement-solectron-funding-corp.html","title":{"rendered":"Receivables Purchase Agreement &#8211; Solectron Funding Corp., Solectron Corp., Solectron Technology Inc., Solectron California Corp. Quincy Capital Corp. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>                          SECOND AMENDED AND RESTATED\n\n                        RECEIVABLES PURCHASE AGREEMENT\n\n\n                                     among\n\n\n                        SOLECTRON FUNDING CORPORATION,\n                                  as Seller,\n\n                            SOLECTRON CORPORATION,\n                         individually and as Servicer,\n\n                         SOLECTRON TECHNOLOGY, INC.,\n                               as a Sub-Servicer\n\n                      SOLECTRON CALIFORNIA CORPORATION,\n                               as a Sub-Servicer\n\n                          QUINCY CAPITAL CORPORATION,\n                                   as Issuer\n\n                                      and\n\n\n            BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\n                               as Administrator\n\n\n                         Dated as of February 22, 1999\n\n\n\n\n                             TABLE OF CONTENTS\n\n                                                                          PAGE\n\n                        ARTICLE IAMOUNTS AND TERMS OF THE PURCHASES\n\n      Section 1.1.   Purchase Facility.......................................2\n      Section 1.2.   Making Purchases........................................2\n      Section 1.3.   Purchased Interest Computation..........................4\n      Section 1.4.   Settlement Procedures...................................4\n      Section 1.5.   Fees....................................................7\n      Section 1.6.   Payments and Computations, Etc..........................7\n      Section 1.7.   [intentionally omitted].................................8\n      Section 1.8.   Increased Costs.........................................8\n      Section 1.9.   Additional Discount on Portions of Purchased Interest\n                     Bearing a Eurodollar Rate...............................8\n      Section 1.10.  Requirements of Law.....................................9\n      Section 1.11.  Inability to Determine Eurodollar Rate..................9\n\n                                   ARTICLE II\n                   REPRESENTATIONS AND WARRANTIES; COVENANTS;\n                               TERMINATION EVENTS\n\n      Section 2.1.   Representations and Warranties; Covenants..............10\n      Section 2.2.   Termination Events.....................................10\n\n                                  ARTICLE III\n\n                                 INDEMNIFICATION\n\n      Section 3.1.   Indemnities by the Seller..............................10\n      Section 3.2.   Indemnities by the Servicer............................12\n      Section 3.3.   Contribution...........................................12\n\n                                   ARTICLE IV\n                         ADMINISTRATION AND COLLECTIONS\n\n      Section 4.1.   Appointment of Servicer................................13\n      Section 4.2.   Duties of Servicer.....................................14\n      Section 4.3.   LockBox Arrangements...................................15\n      Section 4.4.   Enforcement Rights.....................................16\n      Section 4.5.   Responsibilities of the Seller and Servicer............16\n      Section 4.6.   Servicing Fee..........................................17\n\n\n\n                                    ARTICLE V\n                                 MISCELLANEOUS\n\n      Section 5.1.   Amendments, Etc........................................17\n      Section 5.2.   Notices, Etc...........................................17\n      Section 5.3.   Assignability..........................................18\n      Section 5.4.   Costs, Expenses and Taxes..............................18\n      Section 5.5.   No Proceedings; Limitation on Payments.................19\n      Section 5.6.   Confidentiality........................................19\n      Section 5.7.   GOVERNING  LAW AND JURISDICTION........................19\n      Section 5.8.   Execution in Counterparts..............................20\n      Section 5.9.   Survival of Termination................................20\n      Section 5.10.  WAIVER OF JURY TRIAL...................................20\n      Section 5.11.  Entire Agreement.......................................21\n      Section 5.12.  Headings...............................................21\n      Section 5.13.  Issuer's Liabilities...................................21\n      Section 5.14.  Purchase and Sale Agreement........................... 21\n\n      EXHIBIT I      DEFINITIONS...........................................I-1\n\n      EXHIBIT II     CONDITIONS OF PURCHASES..............................II-1\n\n      EXHIBIT III    REPRESENTATIONS AND WARRANTIES......................III-1\n\n      EXHIBIT IV     COVENANTS............................................IV-1\n\n      EXHIBIT V      TERMINATION EVENTS....................................V-1\n\n      SCHEDULE I     CREDIT AND COLLECTION POLICY\n\n      SCHEDULE II    LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS\n\n      SCHEDULE III   TRADE NAMES\n\n      ANNEX A        FORM OF LOCK-BOX AGREEMENT\n\n                                       ii\n\n\n                 \n\n                          SECOND AMENDED AND RESTATED\n                        RECEIVABLES PURCHASE AGREEMENT\n\n\n            This SECOND  AMENDED AND  RESTATED  RECEIVABLES  PURCHASE  AGREEMENT\n(this  \"Agreement\")  is entered  into as of February  22,  1999 among  SOLECTRON\nFUNDING CORPORATION, a Delaware corporation, as seller (the \"Seller\"), SOLECTRON\nCORPORATION,  a Delaware corporation,  in its individual capacity  (\"Solectron\")\nand as initial  Servicer (in such  capacity,  together with its  successors  and\npermitted assigns in such capacity, the \"Servicer\"), SOLECTRON TECHNOLOGY, INC.,\na California  corporation,  (\"Solectron  Technology\") as  Sub-Servicer  (in such\ncapacity,  a \"Sub-Servicer\"),  SOLECTRON  CALIFORNIA  CORPORATION,  a California\ncorporation,  (\"Solectron  California\"),  as Sub-Servicer  (in such capacity,  a\n\"Sub-Servicer\")  QUINCY CAPITAL CORPORATION,  a Delaware  corporation  (together\nwith its successors and permitted  assigns,  the \"Issuer\"),  and BANK OF AMERICA\nNATIONAL  TRUST AND SAVINGS  ASSOCIATION,  a national  banking  association,  as\nadministrator  (in such  capacity,  together with its  successors and assigns in\nsuch  capacity,  the  \"Administrator\")  for the Issuer  pursuant to an agreement\nbetween the Issuer and the Administrator.\n\n                                  PRELIMINARY STATEMENTS.\n\nA. Certain terms that are  capitalized  and used  throughout  this Agreement are\ndefined in Exhibit I to this  Agreement.  References  in the Exhibits  hereto to\n\"the Agreement\" or \"this Agreement\" refer to this Agreement, as amended, amended\nand restated, modified or supplemented from time to time.\n\nB. The Seller,  the Servicer,  the Issuer and the  Administrator  entered into a\nReceivables Purchase Agreement, dated as of September 17, 1997.\n\nC. The Seller,  the Servicer,  the Issuer and the Administrator  entered into an\nAmended and  Restated  Receivables  Purchase  Agreement  dated as of October 31,\n1998.\n\nD. The  parties to this  Agreement  desire to amend and  restate the Amended and\nRestated Receivables Purchase Agreement in order to, among other things, provide\nfor the addition of Solectron  Technology as an Originator hereunder and to make\ncertain other  modifications  to the Amended and Restated  Receivables  Purchase\nAgreement.\n\nE. The Seller has sold,  transferred  and  assigned  and  desires to continue to\nsell, transfer and assign an undivided variable percentage interest in a pool of\nreceivables, and the Issuer has acquired and desires to continue to acquire such\nundivided variable  percentage  interest,  as such percentage  interest shall be\nadjusted from time to time based upon, in part,  reinvestment payments which are\nmade by the Issuer and additional incremental payments made to the Seller.\n\n\n\n\n\n\n                                           \n            In consideration of the mutual agreements,  provisions and covenants\ncontained herein, the parties hereto agree as follows:\n\n\n                                   ARTICLE I\n\n                      AMOUNTS AND TERMS OF THE PURCHASES\n\n      Section  1.1.  Purchase  Facility.  (a)  Subject to and upon the terms and\nconditions set forth in the Amended and Restated Receivables Purchase Agreement,\nthe Issuer has purchased and made  reinvestments in the Purchased  Interest from\nthe Seller (the Issuer's  Purchased  Interest on the last day of the  Settlement\nPeriod  immediately  preceding the Effective  Date is herein  referred to as the\n\"Initial  Purchased  Interest\")  and the  payment  for the  Purchased  Interests\nreferred to above was paid to Seller in accordance with the Amended and Restated\nReceivables  Purchase  Agreement.  The parties hereto agree that, from and after\nthe Effective  Date,  the terms and  conditions of this Agreement and the rights\nand  obligations  of the  parties  set forth  herein  shall apply to the Initial\nPurchased  Interest and other Purchased  Interests  purchased by the Issuer from\nthe Seller  irrespective  of whether the Initial  Purchased  Interest  and other\nPurchased  Interests  purchased  by the Issuer from the seller  irrespective  of\nwhether  the  Initial  Purchased  Interest  and such other  Purchased  Interests\noriginally  were  purchased  by the Issuer  pursuant to the Amended and Restated\nReceivables Purchase Agreement or this Agreement.\n\n       (b) On the terms and conditions hereinafter set forth, the Issuer may, in\nits sole discretion,  purchase and make  reinvestments in the Purchased Interest\nfrom the Seller from time to time during the period from the  Effective  Date to\nthe Facility Termination Date; provided,  that nothing herein shall be deemed or\nconstrued  as a commitment  by the Issuer to fund the  purchase or  reinvestment\nwith regard to the Purchased  Interest  through the issuance of Notes, and it is\nhereby  expressly  acknowledged  and  agreed  that such  funding  is,  and shall\ncontinue  to be,  wholly  discretionary  on the  part of the  Issuer.  Under  no\ncircumstances  shall the Issuer make any such purchase or  reinvestment if after\ngiving effect to such purchase or reinvestment the aggregate outstanding Capital\nof the Purchased Interest, together with the aggregate outstanding Capital under\nthe Parallel Purchase Agreement, would exceed the Purchase Limit.\n\n      (c) The Seller  may,  upon at least 5 days'  notice to the  Administrator,\nterminate  the  purchase  facility  provided in this Section 1 in whole or, from\ntime to time,  irrevocably  reduce in part the unused  portion  of the  Purchase\nLimit;  provided that each partial  reduction shall be in the amount of at least\n$5,000,000 or an integral multiple of $1,000,000 in excess thereof.  Termination\nof the purchase facility in whole shall cause the Termination Date to occur.\n\n\n      Section 1.2. Making Purchases.  (a) Each purchase (but not  reinvestments)\nof undivided ownership interests with regard to the Purchased Interest hereunder\nshall be made upon the  Seller's  irrevocable  written  notice  delivered to the\nAdministrator  in accordance  with Section 5.2 (which notice must be received by\nthe  Administrator  prior to 11:00 a.m., San Francisco  time) (i) three Business\nDays prior to the  requested  purchase  date,  in the case of a  purchase  to be\nfunded at the\n\n                                       2\n\n\nAlternate Rate and based on the Eurodollar  Rate, (ii) one Business Day prior to\nthe  requested  purchase  date,  in the case of a  purchase  to be funded at the\nAlternate  Rate and based on the Base Rate and (iii) one  Business  Day prior to\nthe  requested  purchase  date, in the case of a purchase to be funded at the CP\nRate,  which  notice  shall  specify (A) the amount  requested to be paid to the\nSeller  (such  amount,  which  shall  not be less  than  $5,000,000,  being  the\n\"Capital\"  relating to the undivided  ownership  interest then being purchased),\n(B) the  date of such  purchase  (which  shall  be a  Business  Day) and (C) the\ndesired  funding  basis for such  purchase  (which shall be either the Alternate\nRate or the CP Rate) and (unless such  purchase  shall be funded at the CP Rate)\nthe duration of the initial Fixed Period(s) for such purchase. The Administrator\nshall promptly thereafter notify the Seller whether such terms are acceptable to\nthe Issuer and  whether  the Issuer is willing to make such a  purchase.  If the\nAdministrator  notifies  the Seller that such terms  relating to the CP Rate are\nunacceptable  to the Issuer due to market  conditions,  then the Seller shall be\ndeemed to have  requested  that the purchase be funded at the Alternate Rate and\nbased on the Base Rate.\n\n      (b) On the date of each  purchase  (but  not  reinvestment)  of  undivided\nownership interests with regard to the Purchased Interest hereunder,  the Issuer\nshall, if the  Administrator  has notified the Seller that the Issuer is willing\nto make such purchase,  upon satisfaction of the applicable conditions set forth\nin Exhibit II hereto, make available to the Seller in same day funds, at Bank of\nAmerica National Trust and Savings Association,  account # 1233056289, an amount\nequal to the Capital  relating to the  undivided  ownership  interest then being\npurchased.\n\n      (c)  Effective on the date of each  purchase  pursuant to this Section 1.2\nand each  reinvestment  pursuant to Section  1.4,  the Seller  hereby  sells and\nassigns  to the  Administrator  for  the  benefit  of the  Issuer  an  undivided\npercentage  ownership  interest in all its right, title and interest in (i) each\nPool  Receivable then existing,  (ii) all Related  Security with respect to such\nPool Receivables,  and (iii) Collections with respect to, and other proceeds of,\nsuch Pool  Receivables and Related  Security;  provided that the foregoing shall\nnot include any Excluded Property.  The Administrator and the Issuer acknowledge\nthat the Seller may also grant an undivided ownership interest in the same items\nas  described  in the first  sentence  of this  Section  1.2(c) to the  Parallel\nPurchase  Administrator,  for  its  benefit  and  the  benefit  of the  Parallel\nPurchasers under the Parallel Purchase  Agreement and that the respective rights\nof the Administrator,  the Issuer,  the Parallel Purchase  Administrator and the\nParallel  Purchasers with respect thereto shall be governed by the Intercreditor\nAgreement.\n\n      (d) To secure all of the  Seller's  obligations  (monetary  or  otherwise)\nunder this Agreement and the other Transaction Documents to which it is a party,\nwhether now or hereafter  existing or arising,  due or to become due,  direct or\nindirect, absolute or contingent, the Seller hereby grants to the Administrator,\nfor its benefit and the benefit of the Issuer, a security interest in all of the\nSeller's right,  title and interest  (including without limitation any undivided\ninterest of the Seller)  in, to and under all of the  following,  whether now or\nhereafter owned,  existing or arising (A) all Pool Receivables,  (B) all Related\nSecurity with respect to each such Pool  Receivable,  (C) all  Collections  with\nrespect to each such  Receivable,  (D) the  Lock-Box  Accounts  and any  related\ndeposit  accounts and post office  boxes and all amounts on deposit  therein and\nall  certificates  and  instruments,  if any, from time to time  evidencing such\nLock-Box  Accounts,  related deposit  accounts and post office\n\n                                       3\n\n\n\nboxes and amounts held or on deposit  therein,  and (E) all proceeds of, and all\namounts received or receivable under any or all of, the foregoing; provided that\nthe foregoing shall not include any Excluded Property. The Administrator and the\nIssuer  shall have,  with  respect to the  property  described  in this  Section\n1.2(d),  and in addition to all the other rights and  remedies  available to the\nAdministrator  and the Issuer,  all the rights and  remedies of a secured  party\nunder any applicable UCC.\n\n      Section 1.3. Purchased Interest Computation.  The Purchased Interest shall\nbe initially computed on the date of the initial purchase hereunder.  Thereafter\nuntil the  Termination  Date,  the  Purchased  Interest  shall be  automatically\nrecomputed  (or  deemed to be  recomputed)  on each  Business  Day other  than a\nTermination Day. The Purchased  Interest,  as computed (or deemed recomputed) as\nof the day immediately  preceding the Termination  Date, shall thereafter remain\nconstant.  Notwithstanding the preceding sentence,  the Purchased Interest shall\nbecome zero when the Capital  thereof and Discount  thereon shall have been paid\nin full,  all the  amounts  owed by the  Seller  hereunder  to the  Issuer,  the\nAdministrator,  and any other Indemnified Party or Affected Person,  are paid in\nfull and the Servicer shall have received the accrued Servicing Fee thereon.\n\n      Section 1.4. Settlement Procedures. (a) Collection of the Pool Receivables\nshall be  administered  by the  Servicer  in  accordance  with the terms of this\nAgreement.  The Seller  shall  provide  to the  Servicer  on a timely  basis all\ninformation needed for such  administration,  including notice of the occurrence\nof any Termination Day and current computations of the Purchased Interest.\n\n      (b)  The  Servicer  shall,  on  each  day on  which  Collections  of  Pool\nReceivables  are received  (or deemed  received) by the Seller or Servicer or an\nOriginator  (including  pursuant  to  Section  1.8  of  the  Purchase  and  Sale\nAgreement):\n\n            (i) set  aside  and  hold  in  trust  (and,  at the  request  of the\n      Administrator,  segregate)  for the Issuer,  out of the percentage of such\n      Collections  represented by the Purchased Interest,  first an amount equal\n      to the Discount  accrued  through such day for each Portion of Capital and\n      not  previously  set aside and second,  to the extent funds are  available\n      therefor,  an amount equal to the Servicing  Fee accrued  through such day\n      for the Purchased Interest and not previously set aside; and\n\n            (ii)  subject to Section  1.4(f),  if such day is not a  Termination\n      Day,  remit to the Seller,  on behalf of the Issuer,  the remainder of the\n      percentage of such Collections,  represented by the Purchased Interest, to\n      the extent  representing a return of Capital;  such  Collections  shall be\n      automatically  deemed reinvested in Pool  Receivables,  and in the Related\n      Security and Collections and other proceeds with respect thereto,  and the\n      Purchased Interest shall be automatically  recomputed  pursuant to Section\n      1.3;\n\n\n            (iii) if such day is a  Termination  Day, set aside,  segregate  and\n      hold in trust for the Issuer the entire remainder of the percentage of the\n      Collections  represented  by the  Purchased  Interest;  provided  that  if\n      amounts  are set  aside  and  held in  trust  on any  Termination  Day and\n      thereafter,  the  conditions  set  forth in  Section 2 of  Exhibit  II are\n      satisfied or are waived by\n\n                                       4\n\n\n\n     the  Administrator,  such previously set aside amounts shall, to the extent\n     representing  a return of Capital,  be reinvested  in  accordance  with the\n     preceding  paragraph  (ii) on the day of such  subsequent  satisfaction  or\n     waiver of conditions; and\n\n            (iv) during such times as amounts are required to be  reinvested  in\n      accordance  with the foregoing  paragraph (ii) or the proviso to paragraph\n      (iii),  release to the Seller  (subject  to  Section  1.4(f))  for its own\n      account any  Collections  in excess of (x) such  amounts,  (y) the amounts\n      that are required to be set aside  pursuant to paragraph (i) above and (z)\n      any  other  obligations  of the  Seller  hereunder  which are then due and\n      owing.\n\n      (c) The Servicer  shall deposit into the  Administration  Account,  on the\nlast day of each Settlement  Period relating to a Portion of Capital (or at such\nother times as the  Administrator  shall require upon the  occurrence and during\nthe continuation of (i) any Unmatured  Termination Event or Termination Event or\n(ii) at any time when the Rated  Long  Term  Debt of  Solectron  is not rated at\nleast Investment Grade or (iii) any event that materially and adversely  affects\nthe   Servicer's   ability  to  perform  its   obligations   hereunder   or  the\ncollectibility of the Receivables),  Collections held for the Issuer pursuant to\nSection  1.4(b)(i) or Section 1.4(f) with respect to such Portion of Capital and\nthe lesser of (x) the amount of Collections then held for the Issuer pursuant to\nSection 1.4(b)(iii) and (y) such Portion of Capital.\n\n      (d) Upon  receipt  of funds  deposited  into  the  Administration  Account\npursuant  to  Section  1.4(c)  with  respect  to any  Portion  of  Capital,  the\nAdministrator shall cause such funds to be distributed as follows:\n\n            (i) if such  distribution  occurs on a day that is not a Termination\n      Day,  first to the Issuer (x) in payment in full of all  accrued  Discount\n      with  respect to such  Portion of Capital and (y) as a  reduction  of such\n      Portion of Capital pursuant to Section 1.4(f), if applicable,  and second,\n      from amounts set aside in respect of the Servicing Fee pursuant to Section\n      1.4(b)(i),  to the  Servicer  (payable  in arrears on the last day of each\n      calendar month) in payment in full of accrued  Servicing Fees so set aside\n      with respect to such Portion of Capital; and\n\n            (ii) if such distribution  occurs on a Termination Day, first to the\n      Issuer in payment in full of all  accrued  Discount  with  respect to such\n      Portion  of  Capital,  second  to the  Issuer in  payment  in full of such\n      Portion  of  Capital,  third,  if  the  Servicer  is not  Solectron  or an\n      Affiliate  thereof,  to the  Servicer  in payment  in full of all  accrued\n      Servicing  Fees with  respect to such Portion of Capital,  fourth,  if the\n      Capital and accrued  Discount  with respect to each Portion of Capital has\n      been  reduced  to zero,  and all  accrued  Servicing  Fees  payable to the\n      Servicer (if other than Solectron or an Affiliate  thereof) have been paid\n      in full, to the Issuer,  the Administrator and any other Indemnified Party\n      or Affected Person in payment in full of any other amounts owed thereto by\n      the  Seller  hereunder  and  then  to the  Servicer  (if  Solectron  or an\n      Affiliate thereof) in payment in full of all accrued Servicing Fees.\n\n\nAfter the Capital and Discount and Servicing  Fees with respect to the Purchased\nInterest,  and any  other  amounts  payable  by the  Seller to the  Issuer,  the\nAdministrator or any other Indemnified Party\n\n                                       5\n\n\n\n\nor Affected Person hereunder, have been paid in full, all additional Collections\nwith respect to the Purchased  Interest  shall be paid to the Seller for its own\naccount.\n\n      (e) For the purposes of this Section 1.4:\n\n            (i) if on any day the Outstanding  Balance of any Pool Receivable is\n      reduced or  adjusted  as a result of any  defective,  rejected,  returned,\n      repossessed goods or services, or any discount or other adjustment made by\n      the  Seller,  or any setoff or dispute  between the Seller and an Obligor,\n      the Seller shall be deemed to have  received on such day a  Collection  of\n      such Pool Receivable in the amount of such reduction or adjustment;\n\n            (ii) if on any  day  any of the  representations  or  warranties  in\n      paragraphs  (h) or (o) of Exhibit III is not true with respect to any Pool\n      Receivable,  the  Seller  shall be deemed to have  received  on such day a\n      Collection of such Pool Receivable in full;\n\n            (iii)  except as provided in  paragraph  (i) or (ii) of this Section\n      1.4(e),  or as  otherwise  required  by  applicable  law or  the  relevant\n      Contract, all Collections received from an Obligor of any Receivable shall\n      be applied to the  Receivables  of such Obligor in the order of the age of\n      such  Receivables,  starting with the oldest such Receivable,  unless such\n      Obligor  designates  in writing its payment  for  application  to specific\n      Receivables; and\n\n            (iv) if and to the extent the  Administrator  or the Issuer shall be\n      required  for any  reason  to pay  over  to an  Obligor  (or any  trustee,\n      receiver,  custodian or similar official in any Insolvency Proceeding) any\n      amount  received by it hereunder,  such amount shall be deemed not to have\n      been so  received  but rather to have been  retained  by the  Seller  and,\n      accordingly,  the  Administrator or the Issuer,  as the case may be, shall\n      have a claim against the Seller for such amount, payable immediately.\n\n      (f) If at any time the  Seller  shall  wish to cause  the  reduction  of a\nPortion of Capital (but not to commence the  liquidation,  or reduction to zero,\nof the  entire  Capital  of the  Purchased  Interest),  the  Seller may do so as\nfollows:\n\n            (i) the Seller shall give the  Administrator  at least five Business\n      Days' prior written notice thereof  (including the amount of such proposed\n      reduction and the proposed date on which such reduction will commence),\n\n            (ii) on the proposed date of  commencement  of such reduction and on\n      each day thereafter,  the Servicer shall cause Collections with respect to\n      such  Portion  of  Capital  not  to  be  reinvested  pursuant  to  Section\n      1.4(b)(ii)  until the amount  thereof  not so  reinvested  shall equal the\n      desired amount of reduction, and\n\n            (iii) the  Servicer  shall  hold such  Collections  in trust for the\n      Issuer,  for payment to the  Administrator  on the last day of the current\n      Settlement Period relating to such Portion \n\n                                       6\n\n\n\n     of Capital,  and the applicable  Portion of Capital shall be deemed reduced\n     in the amount to be paid to the Administrator  only when in fact finally so\n     paid;\n\nprovided that,\n\n            A.  the  amount  of  any  such  reduction  shall  be not  less  than\n      $1,000,000 and shall be an integral  multiple of $100,000,  and the entire\n      Capital of the Purchased  Interest  after giving effect to such  reduction\n      shall be not less than $10,000,000 and shall be in an integral multiple of\n      $1,000,000,\n\n            B. the  Seller  shall  choose a  reduction  amount,  and the date of\n      commencement  thereof,  so that to the extent  practicable  such reduction\n      shall commence and conclude in the same Fixed Period, and\n\n            C. if two or more  Portions of Capital shall be  outstanding  at the\n      time of any proposed reduction,  such proposed reduction shall be applied,\n      unless the Seller shall otherwise  specify in the notice given pursuant to\n      Section  1.4(f)(i),  to the Portion of Capital with the shortest remaining\n      Fixed Period.\n\n      Section 1.5. Fees. The Seller shall pay to the Administrator  certain fees\nin the amounts and on the dates set forth in a letter  dated  February  12, 1999\nbetween  the Seller and the  Administrator  delivered  pursuant  to Section 1 of\nExhibit II, as such letter  agreement  may be amended,  amended and  restated or\notherwise modified from time to time.\n\n      Section 1.6. Payments and Computations, Etc. (a) All amounts to be paid or\ndeposited by the Seller or the Servicer  hereunder shall be paid or deposited no\nlater than 11:00 a.m. (San Francisco time) on the day when due in same day funds\nin United States dollars to the  Administration  Account.  All amounts  received\nafter 11:00 a.m.  (San  Francisco  time) will be deemed to have been received on\nthe immediately succeeding Business Day.\n\n      (b) The Seller shall, to the extent  permitted by law, pay interest on any\namount  not  paid or  deposited  by the  Seller  (whether  paid by  Servicer  or\notherwise) when due hereunder, at an interest rate equal to 2.0% per annum above\nthe Base Rate, payable on demand.\n\n      (c) All  computations  of  interest  under  subsection  (b)  above and all\ncomputations of Discount, fees, and other amounts hereunder shall be made on the\nfollowing  basis:  (i) when such  computation is based on the Base Rate, and the\nBase Rate is determined by Bank of America's \"reference rate\", such computations\nshall be made on the basis of 365 or 366 days,  as the case may be,  and  actual\ndays elapsed; and (ii) all other such computations shall be made on the basis of\na 360-day  year and  actual  number of days  elapsed.  Whenever  any  payment or\ndeposit to be made  hereunder  shall be due on a day other than a Business  Day,\nsuch payment or deposit  shall be made on the next  succeeding  Business Day and\nsuch  extension of time shall be included in the  computation of such payment or\ndeposit.\n\n\n                                       7\n\n\n\n      Section 1.7.  [intentionally omitted]\n\n      Section 1.8.  Increased Costs. (a) If the  Administrator,  the Issuer, any\nPurchaser,  any  other  Program  Support  Provider  or any of  their  respective\nAffiliates  (each an  \"Affected  Person\")  determines  that the  existence of or\ncompliance  with  (i) any law or  regulation  or any  change  therein  or in the\ninterpretation or application thereof, in each case adopted, issued or occurring\nafter the date  hereof or (ii) any  request,  guideline  or  directive  from any\ncentral bank or other Governmental Authority (whether or not having the force of\nlaw)  issued or  occurring  after the date of this  Agreement  affects  or would\naffect the amount of capital  required  or  expected  to be  maintained  by such\nAffected  Person and such  Affected  Person  determines  that the amount of such\ncapital is increased by or based upon the  existence of any  commitment  to make\npurchases of or otherwise to maintain the investment in Pool Receivables related\nto this  Agreement  or any  related  liquidity  facility  or credit  enhancement\nfacility  and other  commitments  of the same type,  then,  upon  demand by such\nAffected Person (with a copy to the Administrator), the Seller shall immediately\npay to the Administrator,  for the account of such Affected Person, from time to\ntime as specified by such  Affected  Person,  additional  amounts  sufficient to\ncompensate  such  Affected  Person  in the light of such  circumstances,  to the\nextent that such Affected Person reasonably  determines such increase in capital\nto be allocable to the existence of any of such commitments. A certificate as to\nsuch amounts  submitted  to the Seller and the  Administrator  by such  Affected\nPerson shall be conclusive and binding for all purposes, absent manifest error.\n\n      (b) If, due to either (i) the  introduction  of or any change  (other than\nany change by way of imposition or increase of reserve requirements  referred to\nin Section 1.9) in or in the  interpretation  of any law or  regulation  or (ii)\ncompliance  with  any  guideline  or  request  from  any  central  bank or other\nGovernmental  Authority (whether or not having the force of law), there shall be\nany  increase  in the cost to any  Affected  Person of  agreeing  to purchase or\npurchasing, or maintaining the ownership of the Purchased Interest in respect of\nwhich  Discount is computed by  reference to the  Eurodollar  Rate,  then,  upon\ndemand  by such  Affected  Person,  the  Seller  shall  immediately  pay to such\nAffected Person,  from time to time as specified,  additional amounts sufficient\nto compensate such Affected Person for such increased costs. A certificate as to\nsuch amounts submitted to the Seller by such Affected Person shall be conclusive\nand binding for all purposes, absent manifest error.\n\n      Section 1.9. Additional Discount on Portions of Purchased Interest Bearing\na Eurodollar Rate. The Seller shall pay to any Affected Person,  so long as such\nAffected Person shall be required under regulations of the Board of Governors of\nthe Federal  Reserve System to maintain  reserves with respect to liabilities or\nassets consisting of or including Eurocurrency Liabilities,  additional Discount\non the unpaid  Capital of the  applicable  Portion of Capital  during each Fixed\nPeriod in respect of which  Discount is computed by reference to the  Eurodollar\nRate, for such Fixed Period,  at a rate per annum equal at all times during such\nFixed Period to the remainder  obtained by subtracting  (i) the Eurodollar  Rate\nfor such Fixed Period from (ii) the rate  obtained by dividing  such  Eurodollar\nRate referred to in clause (i) above by that percentage  equal to 100% minus the\nEurodollar  Reserve  Percentage  for such Fixed Period,  payable on each date on\nwhich Discount is payable on the applicable Portion of Capital.  Such additional\nDiscount  shall be determined by the\n\n                                       8\n\n\n\nAffected Person and notified to the Seller through the  Administrator  within 60\ndays after any Discount  payment is made with  respect to which such  additional\nDiscount is requested. A certificate as to such additional Discount submitted to\nthe Seller by the  Affected  Person  shall be  conclusive  and  binding  for all\npurposes, absent manifest error.\n\n      Section 1.10.  Requirements  of Law. In the event that any Affected Person\ndetermines that the existence of or compliance with (a) any law or regulation or\nany change therein or in the interpretation or application thereof, in each case\nadopted, issued or occurring after the date hereof or (b) any request, guideline\nor directive from any central bank or other  Governmental  Authority (whether or\nnot  having  the  force  of law)  issued  or  occurring  after  the date of this\nAgreement:\n\n            (i) does or shall  subject  such  Affected  Person to any tax of any\n      kind  whatsoever  with  respect to this  Agreement,  any  increase  in the\n      Purchased  Interest or in the amount of Capital relating thereto,  or does\n      or shall change the basis of taxation of payments to such Affected  Person\n      on account of Collections, Discount or any other amounts payable hereunder\n      (excluding  taxes  imposed  on the  overall  net  income of such  Affected\n      Person,  and  franchise  taxes  imposed on such  Affected  Person,  by the\n      jurisdiction  under the laws of which such Affected Person is organized or\n      has a lending office or a political subdivision thereof);\n\n            (ii) does or shall impose,  modify or hold  applicable  any reserve,\n      special  deposit,  compulsory loan or similar  requirement  against assets\n      held by,  or  deposits  or other  liabilities  in or for the  account  of,\n      purchases, advances or loans by, or other credit extended by, or any other\n      acquisition of funds by, any office of such Affected  Person which are not\n      otherwise included in the determination of the Eurodollar Rate or the Base\n      Rate hereunder; or\n\n            (iii)  does or  shall  impose  on such  Affected  Person  any  other\ncondition;\n\nand the  result  of any of the  foregoing  is (x) to  increase  the cost to such\nAffected  Person of acting as  Administrator,  or of  agreeing  to  purchase  or\npurchasing or maintaining  the ownership of undivided  ownership  interests with\nregard to the  Purchased  Interest  (or  interests  therein)  or any  Portion of\nCapital in respect of which  Discount is computed by reference to the Eurodollar\nRate or the Base Rate or (y) to reduce any amount receivable  hereunder (whether\ndirectly or indirectly) funded or maintained by reference to the Eurodollar Rate\nor the Base Rate,  then, in any such case,  upon demand by such Affected  Person\nthe Seller  shall  promptly  pay such  Affected  Person any  additional  amounts\nnecessary to compensate  such Affected Person for such increased cost or reduced\namount receivable.  All such amounts shall be payable as incurred. A certificate\nfrom such  Affected  Person to the Seller  certifying,  in  reasonably  specific\ndetail,  the basis for,  calculation  of, and amount of such increased  costs or\nreduced amount  receivable shall be conclusive in the absence of manifest error;\nprovided,  however,  that no Affected  Person  shall be required to disclose any\nconfidential or tax planning information in any such certificate.\n\n      Section 1.11.  Inability to Determine  Eurodollar  Rate. In the event that\nthe  Administrator  shall  have  determined  prior to the first day of any Fixed\nPeriod (which  determination  shall be  conclusive  and binding upon the parties\nhereto) by reason of circumstances  affecting the interbank \n\n                                       9\n\n\nEurodollar  market,  either (a) dollar deposits in the relevant  amounts and for\nthe relevant Fixed Period are not available,  (b) adequate and reasonable  means\ndo not exist for  ascertaining  the Eurodollar Rate for such Fixed Period or (c)\nthe Eurodollar Rate determined  pursuant hereto does not accurately  reflect the\ncost  to  the  Issuer  (as  conclusively  determined  by the  Administrator)  of\nmaintaining any Portion of Capital during such Fixed Period,  the  Administrator\nshall  promptly  give  telephonic  notice of such  determination,  confirmed  in\nwriting,  to the  Seller  prior to the  first  day of such  Fixed  Period.  Upon\ndelivery of such notice (a) no Portion of Capital shall be funded  thereafter at\nthe Alternate Rate  determined by reference to the Eurodollar  Rate,  unless and\nuntil  the  Administrator  shall  have  given  notice  to the  Seller  that  the\ncircumstances  giving rise to such  determination  no longer exist, and (b) with\nrespect to any outstanding Portions of Capital then funded at the Alternate Rate\ndetermined  by reference  to the  Eurodollar  Rate,  such  Alternate  Rate shall\nautomatically  be converted to the Alternate Rate determined by reference to the\nBase Rate at the respective last days of the then current Fixed Periods relating\nto such Portions of Capital.\n\n\n                                  ARTICLE II\n\n                  REPRESENTATIONS AND WARRANTIES; COVENANTS;\n                              TERMINATION EVENTS\n\n      Section  2.1.  Representations  and  Warranties;  Covenants.  Each of the\nSeller and the Servicer  hereby makes the  representations  and  warranties  set\nforth in Exhibit III as of the  Effective  Date,  and each of the Seller and the\nServicer hereby agrees to perform and observe the covenants set forth in Exhibit\nIV.\n\n      Section 2.2. Termination Events. If any Termination Event shall occur and\nbe  continuing,  the  Administrator  may, by notice to the  Seller,  declare the\nFacility  Termination  Date  to  have  occurred  (in  which  case  the  Facility\nTermination Date shall be deemed to have occurred); provided that, automatically\nupon the  occurrence of any event  (without any  requirement  for the passage of\ntime or the  giving of notice)  described  in  subsection  (g) of Exhibit V, the\nFacility Termination Date shall occur. Upon any such declaration,  occurrence or\ndeemed  occurrence  of  the  Facility  Termination  Date,  the  Issuer  and  the\nAdministrator  shall have, in addition to the rights and remedies which they may\nhave under this Agreement or otherwise,  all other rights and remedies  provided\nafter default  under the UCC and under other  applicable  law,  which rights and\nremedies shall be cumulative.\n\n                                  ARTICLE III\n\n                                INDEMNIFICATION\n\n      Section  3.1.  Indemnities  by the Seller.  Without  limiting  any other\nrights  that  the  Administrator  or  the  Issuer  or any  of  their  respective\nAffiliates,  employees,  agents,  successors,  transferees or assigns (each,  an\n\"Indemnified  Party\") may have  hereunder  or under  applicable  law,\n\n                                       10\n\n\n\nthe Seller hereby agrees to indemnify  each  Indemnified  Party from and against\nany and  all  claims,  damages,  expenses,  losses  and  liabilities  (including\nAttorney  Costs)  (all  of  the  foregoing  being  collectively  referred  to as\n\"Indemnified  Amounts\") arising out of or resulting from this Agreement (whether\ndirectly or indirectly) or the use of proceeds of purchases or  reinvestments or\nthe ownership of the Purchased Interest,  or any interest therein, or in respect\nof any Receivable or any Contract,  excluding,  however, (a) Indemnified Amounts\nto the extent resulting from gross negligence or willful  misconduct on the part\nof such  Indemnified  Party,  or (b) any overall net income  taxes or  franchise\ntaxes imposed on such Indemnified  Party by the  jurisdiction  under the laws of\nwhich such Indemnified Party is organized or any political  subdivision thereof.\nWithout  limiting  or  being  limited  by  the  foregoing,  but  subject  to the\nexclusions set forth in the preceding  sentence,  the Seller shall pay on demand\nto each  Indemnified  Party any and all  amounts  necessary  to  indemnify  such\nIndemnified  Party from and against any and all Indemnified  Amounts relating to\nor resulting from any of the following:\n\n            (i) the failure of any Receivable included in the calculation of the\n      Net Receivables  Pool Balance as an Eligible  Receivable to be an Eligible\n      Receivable, the failure of any information contained in a Seller Report to\n      be true and correct,  or the failure of any other information  provided to\n      the  Issuer or the  Administrator  with  respect  to  Receivables  or this\n      Agreement to be true and correct;\n\n            (ii) the failure of any representation or warranty or statement made\n      or  deemed  made  by the  Seller  (or  any of its  officers)  under  or in\n      connection  with  this  Agreement  to have been  true and  correct  in all\n      respects when made;\n\n            (iii) the failure by the Seller to comply with any  applicable  law,\n      rule or  regulation  with  respect to any Pool  Receivable  or the related\n      Contract; or the failure of any Pool Receivable or the related Contract to\n      conform to any such applicable law, rule or regulation;\n\n            (iv) the  failure to vest (A) in the Issuer a valid and  enforceable\n      perfected undivided  percentage  ownership interest,  to the extent of the\n      Purchased  Interest,  in the  Receivables  in, or purporting to be in, the\n      Receivables  Pool and the Related  Security and  Collections  with respect\n      thereto and (B) in the  Administrator,  on its behalf and on behalf of the\n      Issuer,  a  first  priority  perfected  security  interest  in  the  items\n      described in Section  1.2(d),  in each case, free and clear of any Adverse\n      Claim;\n\n            (v) the  failure to have  filed,  or any delay in filing,  financing\n      statements or other similar  instruments or documents under the UCC of any\n      applicable  jurisdiction  or other  applicable  laws with  respect  to any\n      Receivables  in, or  purporting  to be in,  the  Receivables  Pool and the\n      Related Security and Collections in respect  thereof,  whether at the time\n      of any purchase or reinvestment or at any subsequent time;\n\n            (vi) any dispute,  claim,  offset,  billing adjustment or defense of\n      the Obligor to the payment of any  Receivable  in, or purporting to be in,\n      the Receivables Pool (including,  without  limitation,  a defense based on\n      such  Receivable  or the  related  Contract  not being a\n\n                                       11\n\n\n     legal, valid and binding obligation of such Obligor  enforceable against it\n     in accordance  with its terms),  or any other claim resulting from the sale\n     of the goods or services  related to such  Receivable or the  furnishing or\n     failure to  furnish  such  goods or  services  or  relating  to  collection\n     activities with respect to such  Receivable (if such collection  activities\n     were performed by the Seller or any of its Affiliates acting as Servicer or\n     by any agent or independent contractor retained by the Seller or any of its\n     Affiliates);\n\n            (vii) any failure of the Seller to perform its duties or obligations\n      in  accordance  with the  provisions  hereof or to  perform  its duties or\n      obligations under the Contracts;\n\n            (viii) any breach of  warranty,  products  liability or other claim,\n      investigation,  litigation or  proceeding  arising out of or in connection\n      with  merchandise,  insurance  or  services  which are the  subject of any\n      Contract;\n\n            (ix)  the   commingling  of  any  portion  of  Collections  of  Pool\n      Receivables at any time with other funds;\n\n            (x) any  investigation,  litigation  or  proceeding  related to this\n      Agreement  or the use of proceeds of  purchases  or  reinvestments  or the\n      ownership  of the  Purchased  Interest  or in respect  of any  Receivable,\n      Related Security or Contract;\n\n            (xi) any  reduction  in Capital as a result of the  distribution  of\n      Collections pursuant to Section 1.4(d), in the event that all or a portion\n      of such  distributions  shall thereafter be rescinded or otherwise must be\n      returned for any reason; or\n\n            (xii) any action or  omission  by the Seller  which  constitutes  or\n      results in the breach of any covenant or any  representation  and warranty\n      made by Solectron in the Solectron Credit Agreement.\n\n      For   purposes  of  this   Article   III,  in   determining   whether  any\nrepresentation   or  warranty  or   information   was  true  and  correct,   any\nqualification or limitation in such  representation  and warranty or information\nas  to  materiality,   material  adverse  effect,  knowledge  or  limitation  on\nenforcement shall be disregarded.\n\n     Section 3.2. Indemnities by the Servicer. Without limiting any other rights\nthat the  Administrator  or the  Issuer  or  other  Indemnified  Party  may have\nhereunder or under  applicable law, the Servicer hereby agrees to indemnify each\nIndemnified  Party from and against any and all Indemnified  Amounts arising out\nof or  resulting  from the breach by the  Servicer  of any of the  covenants  or\nrepresentations  and  warranties  made by it herein or in any other  Transaction\nDocument or from the negligence, willful misconduct or bad faith of the Servicer\nin the  performance  of its  duties  hereunder  or under any  other  Transaction\nDocument.\n\n      Section  3.3.  Contribution.  If  for  any  reason  the  indemnification\nprovided above in this Article III is unavailable to an Indemnified  Party or is\ninsufficient  to hold an  Indemnified  Party\n\n                                       12\n\n\nharmless,  then the Seller or the Servicer, as the case may be, shall contribute\nto the  maximum  amount  payable  or  paid  to such  Indemnified  Party  in such\nproportion as is appropriate to reflect not only the relative  benefits received\nby such Indemnified Party on the one hand and the Seller or the Servicer, as the\ncase may be, on the other hand, but also the relative fault of such  Indemnified\nParty (if any) and the Seller or the Servicer, as the case may be, and any other\nrelevant equitable considerations.\n\n\n                                  ARTICLE IV\n\n                        ADMINISTRATION AND COLLECTIONS\n\n      Section 4.1.  Appointment of Servicer.  (a) The servicing,  administering\nand  collection  of the Pool  Receivables  shall be  conducted  by the Person so\ndesignated  from time to time as Servicer in  accordance  with this Section 4.1.\nUntil  the  Administrator  gives  notice  to the  Seller  and the  Servicer  (in\naccordance  with  this  Section  4.1)  of  the  designation  of a new  Servicer,\nSolectron is hereby  designated  as, and hereby agrees to perform the duties and\nobligations of, the Servicer  pursuant to the terms hereof.  Upon the occurrence\nand  during  the  continuation  of  (i)  any  Unmatured   Termination  Event  or\nTermination Event or (ii) at any time when the Rated Long Term Debt of Solectron\nis not rated at least  Investment  Grade or (iii) any event that  materially and\nadversely affects the Servicer's ability to perform its obligations hereunder or\nthe  collectibility  of the  Receivables,  the  Administrator  may  designate as\nServicer any Person  (including  itself) to succeed  Solectron or any  successor\nServicer, on the condition in each case that any such Person so designated shall\nagree to perform  the duties and  obligations  of the  Servicer  pursuant to the\nterms hereof.\n\n      (b) Upon the  designation of a successor  Servicer as set forth in Section\n4.1(a)  hereof,  Solectron  (or  any  successor  Servicer)  agrees  that it will\nterminate  its   activities  as  Servicer   hereunder  in  a  manner  which  the\nAdministrator  determines  will  facilitate the transition of the performance of\nsuch  activities to the new Servicer,  and Solectron  shall  cooperate  with and\nassist such new Servicer.  Such cooperation  shall include (without  limitation)\naccess to and  transfer  of records  and use by the new  Servicer  of all books,\nrecords,  other  relevant  data,  licenses,  hardware or software  necessary  or\ndesirable to collect the Pool Receivables and the Related Security.\n\n      (c)  Solectron  acknowledges  that the  Administrator  and the Issuer have\nrelied on  Solectron's  agreement  to act as Servicer  hereunder in making their\ndecision to execute and deliver this Agreement.  Accordingly,  Solectron  agrees\nthat it will not  voluntarily  resign as Servicer and the Seller  agrees that it\nwill not terminate  Solectron as Servicer  without the prior written  consent of\nthe Administrator.\n\n      (d) The Servicer may delegate its duties and obligations  hereunder to any\nsubservicer  (each, a  \"Sub-Servicer\");  provided that, in each such delegation,\n(i)  such  Sub-Servicer  shall  agree in  writing  to  perform  the  duties  and\nobligations  of the  Servicer  pursuant to the terms  hereof,  (ii) the Servicer\nshall remain  primarily  liable to the Issuer for the  performance of the duties\nand obligations\n\n                                       13\n\n\nso delegated,  (iii) the Seller, the Administrator and the Issuer shall have the\nright to look solely to the Servicer for  performance  and (iv) the terms of any\nagreement  with  any  Sub-Servicer  shall  provide  that the  Administrator  may\nterminate  such  agreement  upon the  termination  of the Servicer  hereunder by\ngiving notice of its desire to terminate such agreement to the Servicer (and the\nServicer shall provide appropriate notice to such  Sub-Servicer).  In accordance\nwith the  requirements  set forth in this Section  4.1(d)(i)  through (iv),  the\nServicer  hereby  delegates  its duties and  obligations  as to the  Receivables\noriginated  by  Solectron  Technology,  Inc. to Solectron  Technology,  Inc. and\nSolectron Technology,  Inc. hereby agrees to perform such duties and obligations\npursuant to the terms hereof.  In accordance with the  requirements set forth in\nthis Section  4.1(d)(i)  through (iv), the Servicer hereby  delegates its duties\nand  obligations  as to  the  Receivables  originated  by  Solectron  California\nCorporation  to  Solectron  California   Corporation  and  Solectron  California\nCorporation hereby agrees to perform such duties and obligations pursuant to the\nterms hereof.\n\n      Section 4.2. Duties of Servicer.  (a) The Servicer shall take or cause to\nbe taken all such action as may be  necessary  or advisable to collect each Pool\nReceivable  from time to time,  all in  accordance  with this  Agreement and all\napplicable laws, rules and regulations,  with reasonable care and diligence, and\nin accordance  with the Credit and  Collection  Policy.  The Servicer  shall set\naside (and, if applicable,  segregate) and hold in trust for the accounts of the\nSeller and the Issuer the amount of the Collections to which each is entitled in\naccordance  with Article I hereto.  The  Servicer  may, in  accordance  with the\nCredit and Collection  Policy,  extend the maturity of any Pool  Receivable (but\nnot beyond  thirty (30) days) and extend the maturity or adjust the  Outstanding\nBalance  of  any  Defaulted  Receivable  as the  Servicer  may  determine  to be\nappropriate to maximize Collections thereof;  provided,  however,  that (i) such\nextension or adjustment  shall not alter the status of such Pool Receivable as a\nDelinquent  Receivable  or a  Defaulted  Receivable  or limit the  rights of the\nIssuer or the Administrator under this Agreement and (ii) if a Termination Event\nhas  occurred and is  continuing  and  Solectron  is still  serving as Servicer,\nSolectron  may make such  extension or  adjustment  only upon the prior  written\napproval of the  Administrator.  The Seller shall  deliver (and shall cause each\nOriginator  to  deliver) to the  Servicer  and the  Servicer  shall hold for the\nbenefit of the Seller and the  Administrator  (for the benefit of the Issuer and\nindividually)  in accordance with their  respective  interests,  all records and\ndocuments (including without limitation computer tapes or disks) with respect to\neach Pool Receivable. Notwithstanding anything to the contrary contained herein,\nthe  Administrator may direct the Servicer (whether the Servicer is Solectron or\nany other  Person) to commence or settle any legal action to enforce  collection\nof any Pool  Receivable or to foreclose upon or repossess any Related  Security;\nprovided,  however,  that no such  direction  may be given unless a  Termination\nEvent has occurred and is continuing.\n\n      (b) The Servicer shall as soon as practicable  following actual receipt of\ncollected funds turn over to the Seller the collections of any indebtedness that\nis not a Pool  Receivable,  less,  in the  event  that  Solectron  or one of its\nAffiliates is not the Servicer,  all  reasonable and  appropriate  out-of-pocket\ncosts and expenses of such Servicer of servicing,  collecting and  administering\nsuch  collections;  provided,  however,  the  Servicer  shall  not be under  any\nobligation  to remit any such funds to the Seller  unless and until the Servicer\nhas received from the Seller evidence  satisfactory to the Administrator and the\nServicer  that  the  Seller  is  entitled  to such  funds  hereunder  and  under\napplicable law. The Servicer,  if other than Solectron or one of its Affiliates,\nshall as soon as\n\n                                       14\n\n\npracticable  upon  demand,  deliver to the Seller all records in its  possession\nwhich evidence or relate to any indebtedness that is not a Pool Receivable,  and\ncopies of records in its possession which evidence or relate to any indebtedness\nthat is a Pool Receivable.\n\n      (c) Notwithstanding anything to the contrary contained in this Article IV,\nthe  Servicer,  if  not  Solectron  or  one of its  Affiliates,  shall  have  no\nobligation  to  collect,  enforce  or take any other  action  described  in this\nArticle IV with respect to any indebtedness  that is not a Pool Receivable other\nthan to deliver to the Seller the  collections and documents with respect to any\nsuch indebtedness as described in Section 4.2(b). It is expressly understood and\nagreed by the parties that such Servicer's duties in respect of any indebtedness\nthat  is not a Pool  Receivable  are set  forth  in this  Section  4.2 in  their\nentirety.  Upon  delivery by such  Servicer of funds or records  relating to any\nindebtedness  that is not a Pool  Receivable to the Seller,  such Servicer shall\nhave discharged in full all of its responsibilities to make any such delivery.\n\n      (d)  The  Servicer's   obligations  (other  than  indemnity   obligations)\nhereunder shall terminate on the later of (i) the Facility  Termination Date and\n(ii)  the date on which  all  amounts  required  to be paid to the  Issuer,  the\nAdministrator and any other Indemnified Party or Affected Person hereunder shall\nhave been paid in full.  After such  termination,  the Servicer  shall  promptly\ndeliver to the Seller all books,  records and related  materials that the Seller\npreviously provided to the Servicer in connection with this Agreement.\n\n      Section 4.3. Lock-Box Arrangements.  On or prior to February 26, 1999, to\nthe extent requested by the Administrator,  the Seller shall enter into Lock-Box\nAgreements with all of the Lock-Box Banks to reflect the changes incorporated in\nthe Purchase and Sale  Agreement and this  Agreement and shall deliver  original\ncounterparts  thereof to the  Administrator.  Upon the occurrence and during the\ncontinuance of a Termination Event, the Administrator may at any time thereafter\n(i) give  notice  to each  Lock-Box  Bank  that the  Administrator  is  assuming\nexclusive  ownership and control of the Lock-Box Accounts,  and (ii) take any or\nall other actions  permitted  under the applicable  Lock-Box  Agreement or under\napplicable law,  including  causing the proceeds that are sent to the respective\nLock-Box Accounts to be redirected pursuant to the Administrator's  instructions\nrather than deposited in the applicable Lock-Box Account. Each of the Seller and\nthe Servicer  hereby agrees that if the  Administrator,  at any time,  takes any\naction  set  forth in the  preceding  sentence,  the  Administrator  shall  have\nexclusive  control  of  the  proceeds   (including   Collections)  of  all  Pool\nReceivables  and each of the Seller and the Servicer  hereby  further  agrees to\ntake any other action that the Administrator may reasonably  request to transfer\nsuch  control.  Any proceeds of Pool  Receivables  received by the Seller or the\nServicer thereafter shall be sent immediately to the Administrator.  The parties\nhereto hereby acknowledge that if at any time the Administrator takes control of\nany Lock-Box Account,  the Administrator  shall not have any rights to the funds\ntherein in excess of the unpaid amounts due to the Administrator,  the Issuer or\nany other Person hereunder and the Administrator shall distribute or cause to be\ndistributed  such funds in accordance with Section 4.2(b) hereof  (including the\nproviso  thereto)  and Article I hereof (in each case as if such funds were held\nby the Servicer thereunder); provided, however, that the Administrator shall not\nbe under  any  obligation  to remit  any such  funds to the  Seller or any other\nPerson unless and until the  Administrator  has received from the Seller or such\nPerson evidence\n\n                                       15\n\n\nsatisfactory to the Administrator  that the Seller or such Person is entitled to\nsuch funds hereunder and under applicable law.\n\n     Section 4.4.  Enforcement  Rights. (a) At any time following the occurrence\nof a Termination Event or the designation of a Servicer (other than Solectron or\nany of its Affiliates) pursuant to Section 4.1 hereof:\n\n            (i) the  Administrator  may direct the Obligors  that payment of all\n      amounts  payable  under  any  Pool  Receivable  be  made  directly  to the\n      Administrator or its designee;\n\n            (ii) the Administrator may instruct the Seller to give notice of the\n      Issuer's interest in Pool Receivables to each Obligor,  which notice shall\n      direct  that  payments  be  made  directly  to  the  Administrator  or its\n      designee,  and upon such  instruction  from the  Administrator  the Seller\n      shall give such notice at the expense of the Seller; provided, that if the\n      Seller fails to so notify each Obligor,  the  Administrator  may so notify\n      the Obligors; and\n\n            (iii) the  Administrator  may  request  the Seller to, and upon such\n      request the Seller  shall,  (A) assemble  all of the records  necessary or\n      desirable  to collect the Pool  Receivables  and the Related  Assets,  and\n      transfer  or  license  the  use  of,  to the new  Servicer,  all  software\n      necessary  or desirable  to collect the Pool  Receivables  and the Related\n      Assets,  and make the same available to the  Administrator or its designee\n      at a place  selected by the  Administrator,  and (B)  segregate  all cash,\n      checks and other instruments received by it from time to time constituting\n      Collections with respect to the Pool Receivables in a manner acceptable to\n      the Administrator and, promptly upon receipt,  remit all such cash, checks\n      and  instruments,  duly  endorsed  or with duly  executed  instruments  of\n      transfer, to the Administrator or its designee.\n\n      (b) Upon the  occurrence  and during  the  continuation  of any  Unmatured\nTermination  Event  or  Termination  Event  or any  event  that  materially  and\nadversely affects the Servicer's ability to perform its obligations hereunder or\nthe  collectibility  of  the  Receivables,  the  Seller  hereby  authorizes  the\nAdministrator,    and   irrevocably    appoints   the   Administrator   as   its\nattorney-in-fact  with full power of substitution and with full authority in the\nplace and stead of the Seller, which appointment is coupled with an interest, to\ntake any and all steps in the name of the  Seller  and on  behalf of the  Seller\nnecessary or desirable,  in the determination of the  Administrator,  to collect\nany and all amounts or portions  thereof due under any and all Pool  Receivables\nor Related  Assets,  including,  without  limitation,  endorsing the name of the\nSeller on checks and other  instruments  representing  Collections and enforcing\nsuch Pool  Receivables  and  Related  Assets.  Notwithstanding  anything  to the\ncontrary  contained in this  subsection  (b), none of the powers  conferred upon\nsuch  attorney-in-fact  pursuant to the  immediately  preceding  sentence  shall\nsubject such  attorney-in-fact  to any liability if any action taken by it shall\nprove to be inadequate or invalid,  nor shall they confer any  obligations  upon\nsuch attorney-in-fact in any manner whatsoever.\n\n      Section 4.5.  Responsibilities  of the Seller and Servicer.  (a) Anything\nherein to the contrary notwithstanding, Solectron shall cause each Originator to\nperform  all of  its  obligations  under  the  Contracts  related  to  the  Pool\nReceivables to the same extent as if interests in such Pool  Receivables\n\n                                       16\n\n\nhad not been transferred  hereunder and the exercise by the Administrator or the\nIssuer of its rights  hereunder  shall not relieve  Solectron or such Originator\nfrom such obligations,  and the Seller shall pay when due any taxes,  including,\nwithout  limitation,  any  sales  taxes  payable  in  connection  with  the Pool\nReceivables  and their  creation and  satisfaction.  The  Administrator  and the\nIssuer  shall not have any  obligation  or  liability  with  respect to any Pool\nReceivable or any Related Assets,  nor shall any of them be obligated to perform\nany of the obligations of the Seller or Solectron or each  Originator  under any\nof the foregoing.\n\n      (b) Solectron hereby irrevocably agrees that if at any time it shall cease\nto be the  Servicer  hereunder,  it shall act (if the then  current  Servicer so\nrequests) as the  data-processing  agent of the Servicer and, in such  capacity,\nSolectron shall conduct the  data-processing  functions of the administration of\nthe Receivables and the Collections  thereon in substantially  the same way that\nSolectron  conducted  such  data-processing  functions  while  it  acted  as the\nServicer.\n\n      Section 4.6.  Servicing  Fee. For so long as the Servicer is Solectron or\nan  Affiliate  of  Solectron,   the  Servicer  shall  be  paid  a  fee,  through\ndistributions  contemplated by Section  1.4(d),  equal to 0.50% per annum of the\naverage outstanding Capital. If the Servicer is not Solectron or an Affiliate of\nSolectron,  then  the  Servicer  shall  be  paid  a fee,  through  distributions\ncontemplated  by Section 1.4(d),  in an amount  negotiated in good faith by such\nServicer and by the Administrator in the Administrator's  sole discretion (which\nfee shall be based on a per annum  percentage  rate agreed upon by such Servicer\nand the Administrator).\n\n                                   ARTICLE V\n\n                                 MISCELLANEOUS\n\n      Section 5.1.  Amendments,  Etc. No amendment or waiver of any provision of\nthis  Agreement or consent to any departure by the Seller or Servicer  therefrom\nshall be effective unless in a writing signed by the Administrator,  and, in the\ncase of any amendment,  by the Seller and the Servicer and then such  amendment,\nwaiver or consent shall be effective  only in the specific  instance and for the\nspecific  purpose  for which  given.  No  failure  on the part of the  Issuer or\nAdministrator to exercise, and no delay in exercising, any right hereunder shall\noperate as a waiver  thereof;  nor shall any single or partial  exercise  of any\nright hereunder  preclude any other or further  exercise thereof or the exercise\nof any other right.\n\n      Section 5.2. Notices, Etc. All notices and other communications  hereunder\nshall,  unless  otherwise  stated  herein,  be in writing  (which shall  include\nfacsimile  communication)  and sent or delivered,  to each party hereto,  at its\naddress set forth under its name on the signature  pages hereof or at such other\naddress as shall be  designated  by such party in a written  notice to the other\nparties hereto.  Notices and communications by facsimile shall be effective when\nsent (and shall be followed by hard copy sent by first class mail),  and notices\nand communications sent by other means shall be effective when received.\n\n\n                                       17\n\n\n\n      Section 5.3. Assignability. (a) This Agreement and the Issuer's rights and\nobligations  herein  (including  ownership of the Purchased  Interest)  shall be\nassignable,  in whole or in part, by the Issuer and its  successors  and assigns\nwith the prior  written  consent of the  Seller;  provided,  however,  that such\nconsent shall not be unreasonably withheld; and provided, further, however, that\nno such consent shall be required if the  assignment is made to Bank of America,\nany  Affiliate  of Bank of America  (other than a director or officer of Bank of\nAmerica), any Purchaser or other Program Support Provider or any Person which is\n(i) in the business of issuing  short-term  promissory notes and (ii) associated\nwith or  administered  by Bank of America or any  Affiliate  of Bank of America.\nEach assignor may, in connection with the assignment, disclose to the applicable\nassignee  any  information  relating  to  Solectron,  the  Seller  or  the  Pool\nReceivables furnished to such assignor by or on behalf of Solectron, the Seller,\nthe Issuer or the Administrator.\n\n      (b) The  Issuer  may at any  time  grant  to one or more  banks  or  other\ninstitutions  (each  a  \"Purchaser\")  party  to  the  Liquidity  Asset  Purchase\nAgreement or to any other Program Support  Provider  participating  interests in\nthe  Purchased  Interest.  In the  event of any such  grant by the  Issuer  of a\nparticipating  interest to a Purchaser or other Program  Support  Provider,  the\nIssuer  shall  remain   responsible  for  the  performance  of  its  obligations\nhereunder.  The Seller  agrees  that each  Purchaser  or other  Program  Support\nProvider  shall be entitled to the  benefits of Sections  1.8, 1.9 and 1.10 with\nrespect to its participating interest.\n\n      (c) This  Agreement and the rights and  obligations  of the  Administrator\nhereunder shall be assignable, in whole or in part, by the Administrator and its\nsuccessors and assigns.\n\n      (d) Except as  provided  in  Section  4.1(d),  neither  the Seller nor the\nServicer  may assign its rights or delegate  its  obligations  hereunder  or any\ninterest herein without the prior written consent of the Administrator.\n\n      (e)  Without  limiting  any  other  rights  that  may be  available  under\napplicable  law,  the rights of the Issuer may be enforced  through it or by its\nagents.\n\n      Section 5.4. Costs,  Expenses and Taxes.  (a) In addition to the rights of\nindemnification  granted under  Section 3.1 hereof,  the Seller agrees to pay on\ndemand all costs and expenses in  connection  with the  preparation,  execution,\ndelivery and administration (including, without limitation, periodic auditing of\nPool  Receivables)  of this  Agreement,  the  Purchase and Sale  Agreement,  the\nLiquidity Asset Purchase Agreement, any asset purchase agreement,  reimbursement\nagreement,  letter  of  credit  or  similar  agreement  relating  to the sale or\ntransfer  of  interests  in  Purchased  Interests  and the other  documents  and\nagreements to be delivered  hereunder,  and of any  amendment,  modification  or\nwaiver of any of the foregoing,  including,  without limitation,  Attorney Costs\nfor the  Administrator,  the Issuer and their  respective  Affiliates and agents\nwith respect thereto and with respect to advising the Administrator,  the Issuer\nand their respective Affiliates and agents as to their rights and remedies under\nthis Agreement and the other Transaction Documents,  and all costs and expenses,\nif any (including,  without  limitation,  Attorney Costs), of the Administrator,\nthe Issuer and their  respective  Affiliates and agents,  in connection with the\nenforcement of this Agreement and the other Transaction Documents.\n\n                                       18\n\n\n\n      (b) In  addition,  the  Seller  shall pay on demand  any and all stamp and\nother taxes and fees payable in connection with the execution,  delivery, filing\nand  recording of this  Agreement or the other  documents  or  agreements  to be\ndelivered hereunder, and agrees to save each Indemnified Party harmless from and\nagainst any liabilities with respect to or resulting from any delay in paying or\nomission to pay such taxes and fees.\n\n      Section 5.5. No Proceedings;  Limitation on Payments.  Each of the Seller,\nthe Servicer, the Administrator,  each assignee of the Purchased Interest or any\ninterest  therein and each Person which enters into a commitment to purchase the\nPurchased Interest or interests therein hereby covenants and agrees that it will\nnot institute  against,  or join any other Person in  instituting  against,  the\nIssuer any bankruptcy,  reorganization,  arrangement,  insolvency or liquidation\nproceeding, or other proceeding under any federal or state bankruptcy or similar\nlaw,  for one year and one day  after the  latest  maturing  Note  issued by the\nIssuer is paid in full.\n\n      Section 5.6. Confidentiality. Unless otherwise required by applicable law,\nthe Seller and the Servicer each agree to maintain the  confidentiality  of this\nAgreement  and the other  Transaction  Documents  (and all  drafts  thereof)  in\ncommunications  with third parties and  otherwise;  provided that this Agreement\nmay be  disclosed  to (a) third  parties to the extent such  disclosure  is made\npursuant  to a  written  agreement  of  confidentiality  in form  and  substance\nreasonably satisfactory to the Administrator, and (b) the Seller's legal counsel\nand auditors if they agree to hold it confidential.\n\n      Section 5.7.  GOVERNING LAW AND  JURISDICTION.  (a)THIS AGREEMENT SHALL BE\nGOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF ILLINOIS\n(WITHOUT  GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES  THEREOF),  EXCEPT TO\nTHE EXTENT THAT THE PERFECTION  (OR THE EFFECT OF PERFECTION OR  NON-PERFECTION)\nOF THE  INTERESTS  OF THE ISSUER IN THE POOL  RECEIVABLES,  AND THE OTHER  ITEMS\nDESCRIBED IN SECTION  1.2(d),  IS GOVERNED BY THE LAWS OF A  JURISDICTION  OTHER\nTHAN THE STATE OF ILLINOIS.\n\n            (b) EACH  SOLECTRON  PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY\nSUBMITS,  FOR ITSELF AND ITS PROPERTY,  TO THE NONEXCLUSIVE  JURISDICTION OF THE\nCOURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES  DISTRICT  COURT OF THE\nNORTHERN DISTRICT OF ILLINOIS,  AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY\nACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OTHER\nTRANSACTION  DOCUMENT,  OR FOR  RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,  AND\nEACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY AND  UNCONDITIONALLY  AGREES THAT\nALL  CLAIMS  IN  RESPECT  OF ANY SUCH  ACTION  OR  PROCEEDING  MAY BE HEARD  AND\nDETERMINED IN SUCH ILLINOIS  STATE COURT OR, TO THE EXTENT  PERMITTED BY LAW, IN\nSUCH FEDERAL  COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN\nANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER\nJURISDICTIONS  BY SUIT ON THE JUDGMENT IN\n\n                                       19\n\n\n\nANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER\nJURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.\nNOTHING IN THIS  AGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT  SHALL AFFECT ANY\nRIGHT  THAT THE  ADMINISTRATOR  OR THE ISSUER  MAY  OTHERWISE  HAVE TO BRING ANY\nACTION  OR  PROCEEDING  RELATING  TO THIS  AGREEMENT  OR ANY  OTHER  TRANSACTION\nDOCUMENT  AGAINST ANY  SOLECTRON  PARTY OR ITS  PROPERTIES  IN THE COURTS OF ANY\nJURISDICTION.  EACH  SOLECTRON  PARTY  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY\nWAIVES,  TO THE  FULLEST  EXTENT  IT MAY  LEGALLY  AND  EFFECTIVELY  DO SO,  ANY\nOBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,\nACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OTHER\nTRANSACTION  DOCUMENT IN ANY COURT  REFERRED TO IN THIS CLAUSE (b).  EACH OF THE\nPARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY\nLAW, THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH ACTION OR\nPROCEEDING IN ANY SUCH COURT. EACH PARTY TO THIS AGREEMENT  IRREVOCABLY CONSENTS\nTO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.2. NOTHING\nIN THIS  AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE\nPROCESS IN ANY OTHER MANNER PERMITTED BY LAW.\n\n      Section 5.8. Execution in Counterparts.  This Agreement may be executed in\nany number of counterparts, each of which when so executed shall be deemed to be\nan original and all of which when taken  together  shall  constitute one and the\nsame agreement.\n\n      Section 5.9. Survival of Termination. The provisions of Sections 1.8, 1.9,\n1.10,  3.1, 3.2, 5.4, 5.5, 5.6, 5.7 , 5.10 and 5.13 (and this Section 5.9) shall\nsurvive any termination of this Agreement except that the provisions of Sections\n1.8, 1.9 and 1.10 shall survive only for a period of six months  following  such\ntermination; provided that the lapse of such six month period shall not limit or\nprevent the  effectiveness  of any request or demand for payment  under  Section\n1.8, 1.9 or 1.10 which has made prior to the end of such six month period.\n\n     Section 5.10.  WAIVER OF JURY TRIAL. THE ISSUER,  THE SELLER,  THE SERVICER\nAND THE  ADMINISTRATOR  EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF\nANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF OR RELATED TO THIS\nAGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED\nHEREBY OR THEREBY,  IN ANY ACTION,  PROCEEDING  OR OTHER  LITIGATION OF ANY TYPE\nBROUGHT BY ANY OF THE  PARTIES  AGAINST ANY OTHER  PARTY OR  INDEMNIFIED  PARTY,\nWHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE ISSUER,\nTHE SELLER, THE SERVICER AND THE ADMINISTRATOR EACH AGREE THAT ANY SUCH CLAIM OR\nCAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING\n\n                                       20\n\n\nTHE  FOREGOING,  EACH OF THE PARTIES  HERETO  FURTHER AGREES THAT ITS RESPECTIVE\nRIGHT  TO A TRIAL BY JURY IS  WAIVED  BY  OPERATION  OF THIS  SECTION  AS TO ANY\nACTION,  COUNTERCLAIM OR OTHER  PROCEEDING  WHICH SEEKS, IN WHOLE OR IN PART, TO\nCHALLENGE  THE  VALIDITY  OR  ENFORCEABILITY  OF  THIS  AGREEMENT  OR ANY  OTHER\nTRANSACTION DOCUMENT OR ANY PROVISION HEREOF OF THEREOF. THIS WAIVER SHALL APPLY\nTO ANY SUBSEQUENT AMENDMENTS,  AMENDMENTS AND RESTATEMENTS,  OR MODIFICATIONS TO\nTHIS AGREEMENT OR ANY OTHER TRANSACTION  DOCUMENT  (INCLUDING WITHOUT LIMITATION\nANY EXTENSION OF THE FACILITY TERMINATION DATE).\n\n      Section  5.11.  Entire  Agreement.  This  Agreement  embodies  the  entire\nagreement and understanding between the Issuer, the Seller, the Servicer and the\nAdministrator,  and  supersedes  all  prior or  contemporaneous  agreements  and\nunderstandings  of such  Persons,  verbal or  written,  relating  to the subject\nmatter hereof,  except for that certain  letter  referred to in Section 1.5. The\nExhibits,  Schedules and Annex to this  Agreement  shall be deemed  incorporated\ninto this Agreement as if set forth herein.\n\n     Section 5.12. Headings.  The captions and headings of this Agreement and in\nany Exhibit,  Schedule or Annex hereto are for convenience of reference only and\nshall not affect the interpretation hereof or thereof.\n\n      Section 5.13.  Issuer's  Liabilities.  The obligations of the Issuer under\nthis Agreement are solely the corporate  obligations of the Issuer.  No recourse\nshall be had for any  obligation  or claim  arising  out of or based  upon  this\nAgreement against MLMMI or against any stockholder,  employee, officer, director\nor  incorporator of the Issuer.  For purposes of this  paragraph,  \"MLMMI\" shall\nmean and include  Merrill Lynch Money Markets,  Inc. and all affiliates  thereof\nand any employee,  officer,  director,  incorporator,  shareholder or beneficial\nowner of any of them; provided, however, that the Issuer shall not be considered\nto be an affiliate of MLMMI; and provided, further, that this Section 5.13 shall\nnot relieve any such Person of any liability it might otherwise have for its own\ngross negligence or willful misconduct.  The agreements provided in this Section\n5.13 shall survive termination of this Agreement.\n\n      Section  5.14.  Purchase  and  Sale  Agreement.  In  consideration  of the\nobligations  of the Issuer now or hereafter  arising under this  Agreement,  the\nSeller  hereby sells and assigns to the  Administrator,  for its benefit and the\nbenefit of the Issuer,  without any formal or other instrument of assignment all\nof the Seller's right, title and interest in, to and under the Purchase and Sale\nAgreement and the other Transaction Documents, and all rights, remedies, powers,\nprivileges  and claims of the Seller under the Purchase and Sale  Agreement  and\nthe other  Transaction  Documents  (whether arising pursuant to the terms of the\nPurchase  and Sale  Agreement  (including  Article VI of the  Purchase  and Sale\nAgreement)  and the other  Transaction  Documents or otherwise  available to the\nSeller at law or in equity)  whether  against any  Originator,  the Guarantor or\notherwise,  including  without  limitation,  (i) the right of the Seller, at any\ntime,  to enforce the  Purchase  and Sale  Agreement  and any other  Transaction\nDocuments against each Originator and the Servicer,  (ii) the\n\n                                       21\n\n\nright to appoint a successor to the Servicer,  (iii) the right,  at any time, to\ngive or withhold any and all consents, requests, notices, directions, approvals,\ndemands,  extensions  or waivers  under or with respect to the Purchase and Sale\nAgreement,  any other Transaction Document or the obligations in respect of each\nOriginator or Guarantor  thereunder to the same extent as the Seller may do, and\n(iv) all of the Seller's rights, remedies,  powers, privileges, and claims under\nor with  respect to the Purchase and Sale  Agreement  and the other  Transaction\nDocuments  (whether  arising  pursuant  to the  terms of the  Purchase  and Sale\nAgreement or any other Transaction  Document or otherwise available at law or in\nequity).  Notwithstanding  the  foregoing,  the  Seller  shall  nevertheless  be\npermitted  to give  all  consents,  requests,  notices,  directions,  approvals,\ndemands, extensions or waivers, if any, which are required by the specific terms\nof the Purchase and Sale  Agreement  and the other  Transaction  Documents to be\ngiven by the Seller, unless the Administrator shall otherwise direct the Seller.\nThe  assignment  pursuant to the first  sentence of this  Section 5.14 shall not\nrelieve the Seller, any Originator,  the Guarantor or Solectron from (or require\nthe Issuer or the  Administrator  to  undertake)  the  performance  of any term,\ncovenant or agreement on the part of the Seller,  any Originator,  the Guarantor\nor  Solectron  to be  performed  or  observed  under or in  connection  with the\nPurchase  and Sale  Agreement  and the  other  Transaction  Documents,  any Pool\nReceivable or any Related Security. The Administrator and the Issuer acknowledge\nthat the Seller may also grant an assignment as described in the first  sentence\nof this Section 5.14, to the Parallel  Purchase  Administrator,  for its benefit\nand  the  benefit  of the  Parallel  Purchasers,  under  the  Parallel  Purchase\nAgreement and that the respective rights of the  Administrator,  the Issuer, the\nParallel Purchase Administrator and the Parallel Purchasers with respect thereto\nshall be governed by the Intercreditor Agreement.\n\n                                       22\n\n\n\n\n\n      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed\nby their respective  officers  thereunto duly  authorized,  as of the date first\nabove written.\n\n\n                          SOLECTRON FUNDING CORPORATION\n\n\n                                    By: \/s\/ Susan A. Wang                     \n                                    Name: Susan A. Wang                       \n                                    Title: President                          \n\n                                    847 Gibraltar Drive\n                                    Building 5\n                                    Milpitas, California  95035\n                                    Attention:  Treasurer\n                                    Telephone:  (408) 956-6577\n                                    Facsimile:  (408) 956-6062\n\n\n\n                                    SOLECTRON CORPORATION, in its individual\n                                      capacity and as initial Servicer\n\n\n                                    By: \/s\/ Susan A. Wang                     \n                                    Name: Susan A. Wang                       \n                                    Title: Sr. Vice President, CFO and Secy.  \n\n                                    847 Gibraltar Drive\n                                    Building 5\n                                    Milpitas, California  95035\n                                    Attention:  Treasurer\n                                    Telephone No. (408) 956-6577\n                                    Facsimile No. (408) 956-6062\n\n\n                                      S-1\n\n\n\n                                    SOLECTRON TECHNOLOGY, INC., as Sub-Servicer\n\n\n                                    By: \/s\/ Robert Aeschliman                 \n                                    Name: Robert Aeschliman                   \n                                    Title: Assistant Secretary                \n\n                                    6800 Solectron Drive                \n                                    Charlotte, North Carolina 28262     \n\n                                   Attention: _____________________\n                                   Telephone No.: _________________\n                                   Facsimile No.: __________________\n\n\n\n                                   SOLECTRON CALIFORNIA CORPORATION,\n                                   as Sub-Servicer\n\n\n                                    By: \/s\/ Susan A. Wang                     \n                                    Name: Susan A. Wang                       \n                                    Title: Chief Financial Officer and Secy.  \n\n\n                                    847 Gibraltar Drive\n                                    Building 5\n                                    Milpitas, California  95035\n                                    Attention:  Treasurer\n                                    Telephone No. (408) 956-6577\n                                    Facsimile No. (408) 956-6062\n\n\n\n                                      S-2\n\n\n\n                               QUINCY CAPITAL CORPORATION\n\n\n                                   By:\/s\/ Juliana C. Johnson       \n                                   Name:  Juliana C. Johnson      \n                                   Title:   Vice President        \n                                    c\/o AMACAR Group LLC\n                                    6707 Fairview Road\n                                    Charlotte, North Carolina 28210\n\n                                   Attention: Elizabeth Eldredge\n                                   Telephone No. (704) 365-0569\n                                   Facsimile No. (704) 365-1362\n\n                                    with a copy to:\n\n                                    Bank of America National Trust\n                                    and Savings Association\n                                    231 South LaSalle Street\n                                    Chicago, Illinois  60697\n                                    Attention: John Svolos\n                                    Telephone No. (312) 828-6220\n                                    Facsimile No. (312) 923-0273\n\n\n\n                                      S-3\n\n\n\n                              BANK OF AMERICA NATIONAL TRUST AND\n                              SAVINGS ASSOCIATION, as Administrator\n\n\n                                    By:    \/s\/ Erle R.L. Archer                \n                                    Name:   Erle R.L. Archer               \n\n                                    231 South LaSalle Street\n                                    Chicago, Illinois 60697\n                                    Attention: John Svolos\n                                   Telephone No. (312) 828-6220\n                                   Facsimile No. (312) 923-0273\n\n\n                                      S-4\n\n\n\n\n                                   EXHIBIT I\n\n                                  DEFINITIONS\n\n\n      As used in the foregoing Second Amended and Restated  Receivables Purchase\nAgreement  (including  (i) in its  Exhibits  and (ii) in any  other  Transaction\nDocument  that  refers  to the  definitions  set  forth in this  Exhibit)),  the\nfollowing  terms shall have the following  meanings (such meanings to be equally\napplicable to both the singular and plural forms of the terms  defined).  Unless\notherwise indicated, all Section, Annex, Exhibit and Schedule references in this\nExhibit are to Sections of and Annexes, Exhibits and Schedules to the Agreement.\n\n            \"Administration  Account\" means the special account  (account number\n47-03421) of the Issuer maintained at the office of Bank of America at 231 South\nLaSalle  Street,  or such other  account as may be so designated in writing from\ntime to time by the Administrator to the Seller and the Servicer.\n\n          \"Administrator\"  has the  meaning  set  forth in the  preamble  to the\n     Agreement.\n\n            \"Adverse   Claim\"   means  a  Lien,   security   interest  or  other\nencumbrance,  it  being  understood  that a Lien,  security  interest  or  other\nencumbrance,  in favor of the Issuer or Parallel  Purchaser or the Administrator\nor the Parallel Purchase Administrator shall not constitute an Adverse Claim.\n\n            \"Affected Person\" has the meaning set forth in  Section 1.8.\n\n            \"Affiliate\" means, as to any Person, any other Person that, directly\nor  indirectly,  is in control of, is controlled  by or is under common  control\nwith such  Person or is a director or officer of such  Person,  except that with\nrespect to the Issuer, Affiliate shall mean the holder(s) of its capital stock.\n\n            \"Agreement\"  means  the  Second  Amended  and  Restated  Receivables\nPurchase  Agreement  dated as of  February  22,  1999  among  Solectron  Funding\nCorporation,  as Seller,  Solectron  Corporation,  individually and as Servicer,\nQuincy  Capital  Corporation,  as Issuer and Bank of America  National Trust and\nSavings Association, as Administrator,  as the same may be amended, supplemented\nor otherwise modified from time to time.\n\n            \"Alternate  Rate\" for any Fixed Period for any Portion of Capital of\nthe Purchased  Interest  means an interest rate per annum equal to (a) 0.55% per\nannum above the  Eurodollar  Rate for such Fixed  Period (or, if such Portion of\nCapital  has been funded for three  consecutive  one-month  Fixed  Periods at an\nAlternate  Rate  based upon the  Eurodollar  Rate,  0.625%  per annum  above the\nEurodollar  Rate for such  Fixed  Period)  or (b) the Base  Rate for such  Fixed\nPeriod; provided, however, that in the case of\n\n\n                                      I-1\n\n\n\n            (i) any  Fixed  Period  on or prior to the  first  day of which  the\n      Administrator  shall have been  notified by the Issuer or a  Purchaser  or\n      other Program Support  Provider that the  introduction of or any change in\n      or in the  interpretation  of any law or regulation makes it unlawful,  or\n      any  central  bank or  other  Governmental  Authority  asserts  that it is\n      unlawful,  for the  Issuer  or such  Purchaser  or other  Program  Support\n      Provider to fund any Portion of Capital (based on the Eurodollar Rate) set\n      forth above (and the Issuer or such  Purchaser  or other  Program  Support\n      Provider shall not have subsequently  notified the Administrator that such\n      circumstances no longer exist),\n\n            (ii) any Fixed Period of one to (and including) 13 days,\n\n            (iii)  any  Fixed  Period  as to which  the  Administrator  does not\n      receive notice, by no later than 11:00 a.m.(San Francisco time) on (w) the\n      Business Day  preceding the first day of such Fixed Period that the Seller\n      desires that the related  Portion of Capital be funded at the CP Rate, (x)\n      the third  Business Day  preceding the first day of such Fixed Period that\n      the Seller  desires  that the related  Portion of Capital be funded at the\n      Alternate  Rate and based on the  Eurodollar  Rate,  or (y) the Seller has\n      given the notice  contemplated  by clause (w) of this clause (iii) and the\n      Administrator  shall have  notified  the Seller  that  funding the related\n      Portion  of Capital  at the CP Rate is  unacceptable  to the Issuer due to\n      market conditions, or\n\n            (iv) any Fixed Period relating to a Portion of Capital which is less\n      than $1,000,000,\n\nthe  \"Alternate  Rate\" for each such Fixed Period shall be an interest  rate per\nannum  equal to the Base Rate in effect on each day of such  Fixed  Period.  The\n\"Alternate  Rate\" for any  Termination Day shall be an interest rate equal to 2%\nper annum above the Base Rate in effect on such day.\n\n            \"Amended  and Restated  Receivables  Purchase  Agreement\"  means the\nAmended and Restated Receivables Purchase Agreement dated as of October 31, 1998\namong  Solectron  Funding  Corporation,   as  Seller,   Solectron   Corporation,\nindividually and as Servicer,  Receivables  Capital  Corporation,  as Issuer and\nBank of America National Trust and Savings  Association,  as  Administrator,  as\namended,  supplemented or otherwise modified in accordance with its terms and in\neffect immediately prior to the effectiveness of the Agreement.\n\n            \"Applicable  Concentration  Percentage\" for any Obligor means at any\ntime (i) 16.0% if such obligor is a Special Obligor; (ii) 12.0% if (A) its Rated\nLong  Term Debt is rated at least  AA- or Aa3 or its  Rated  Short  Term Debt is\nrated at least  A-1+ or P-1,  in each  case by  Standard  &amp; Poor's  or  Moody's,\nrespectively  or (B) such  Obligor is a  Designated  Obligor;  (iii) 8.0% if its\nRated Long Term Debt is rated at least BBB+ or Baa1 or its Rated Short Term Debt\nis rated at least A-2 or P-2,  in each  case by  Standard  &amp; Poor's or  Moody's,\nrespectively; (iv) 6.0% if its Rated Long Term Debt is rated at least Investment\nGrade;  and (v) the  Normal  Concentration  Percentage  if such  Obligor  has no\noutstanding   Investment  Grade  Rated  Long  Term  Debt;  provided,   that  the\nAdministrator  may at any time, by written  notice to the  Servicer,  reduce the\nApplicable  Concentration Percentage for any Obligor to the Normal Concentration\nPercentage   if  the   Administrator   determines   in  good   faith   that\n\n                                      I-2\n\n\nthe   creditworthiness   of  such  Obligor  is  not   sufficient  to  support  a\nconcentration percentage greater than the Normal Concentration Percentage.\n\n            \"Attorney   Costs\"  means  and  includes  all  reasonable  fees  and\ndisbursements of any law firm or other external  counsel,  the allocated cost of\ninternal legal services and all disbursements of internal counsel.\n\n            \"Average  Maturity\"  means at any time that  period of days equal to\nthe average maturity of the Pool  Receivables  calculated by the Servicer in the\nthen most recent Seller Report;  provided that if the Administrator shall have a\nreasonable basis to disagree with any such  calculation,  the  Administrator may\nrecalculate such Average  Maturity,  and any such  recalculation  shall be prima\nfacie evidence of such Average Maturity.\n\n            \"Bank of America\"  means Bank of America  National Trust and Savings\nAssociation, a national banking association.\n\n     \"Bankruptcy Code\" means the United States Bankruptcy Reform Act of 1978 (11\nU.S.C.ss. 101, et seq.), as amended from time to time.\n\n            \"Base Rate\" means for any day, a fluctuating interest rate per annum\nas shall be in effect from time to time,  which rate shall be at all times equal\nto the higher of:\n\n            (a) the  rate  of  interest  in  effect  for  such  day as  publicly\n      announced  from  time  to  time  by  Bank  of  America  in San  Francisco,\n      California,  as its \"reference  rate.\" It is a rate set by Bank of America\n      based upon various  factors  including Bank of America's costs and desired\n      return,  general economic  conditions and other factors,  and is used as a\n      reference point for pricing some loans,  which may be priced at, above, or\n      below such announced rate; and\n\n            (b)   0.50% per annum above the latest Federal Funds Rate.\n\n            \"Business  Day\" means any day on which (i) banks are not  authorized\nor required to close in Chicago, New York City or San Francisco and (ii) if this\ndefinition of \"Business Day\" is utilized in connection with the Eurodollar Rate,\ndealings are carried out in the London interbank market.\n\n            \"Capital\"  means  with  respect  to  each of the  Agreement  and the\nParallel Asset Purchase Agreement, as applicable,  the amount paid to the Seller\nin respect of the  Purchased  Interest by the Issuer or the Parallel  Purchasers\npursuant  to  the  Agreement  or  the  Parallel  Asset  Purchase  Agreement,  as\napplicable,  in each case reduced from time to time by  Collections  distributed\nand  applied on  account  of such  Capital  pursuant  to  Section  1.4(d) of the\nAgreement or the Parallel Purchase Agreement, as applicable,  and increased from\ntime to time by reinvestments pursuant to Section 1.4(b)(ii) of the Agreement or\nthe Parallel Asset Purchase  Agreement,  as applicable;  provided,  that if such\nCapital  shall have been reduced by any  distribution  and  thereafter  all or a\n\n                                      I-3\n\n\nportion of such  distribution is rescinded or must otherwise be returned for any\nreason,  such  Capital  shall be  increased  by the amount of such  rescinded or\nreturned  distribution,  as though it had not been  made.  The amount of Capital\noutstanding  under  each  of  the  Agreement  or  the  Parallel  Asset  Purchase\nAgreement,  as the  case may be,  shall be  computed  separately  for each  such\nagreement by reference to the amount paid to the Seller under such  agreement in\nrespect of the separately  computed  Purchased  Interest  acquired by the Issuer\nunder the Agreement or the Parallel Purchasers under the Parallel Asset Purchase\nAgreement.\n\n            \"Capital Lease  Obligations\"  of any Person means the obligations of\nsuch  Person  to pay  rent  or  other  amounts  under  any  lease  of (or  other\narrangement  conveying  the  right  to use)  real  or  personal  property,  or a\ncombination  thereof,  which  obligations  are  required  to be  classified  and\naccounted  for as  capital  leases  on a  balance  sheet  of such  Person  under\ngenerally  accepted  accounting  principles,  and the amount of such obligations\nshall be the capitalized  amount thereof determined in accordance with generally\naccepted accounting principles.\n\n          \"Change   of   Control\"   means  any  of  the   following   events  or\n     circumstances:\n\n            (a) any Person or \"group\"  (within the  meaning of Section  13(d) or\n      14(d) of the Securities Exchange Act of 1934, as amended) shall either (i)\n      acquire beneficial  ownership of more than 35% of any outstanding class of\n      common stock of Solectron  having ordinary voting power in the election of\n      directors of Solectron or (ii) obtain the power (whether or not exercised)\n      to elect a majority of Solectron's directors;\n\n            (b)  Solectron  or the Seller  shall (i) merge with any other Person\n      and not be the surviving  company or (ii) sell all or substantially all of\n      its assets to another Person;\n\n            (c) any Person or \"group\"  (within the  meaning of Section  13(d) or\n      14(d) of the  Securities  Exchange  Act of 1934,  as  amended)  other than\n      Solectron or any of its subsidiaries  shall either (i) acquire  beneficial\n      ownership  of more than 35% of any  outstanding  class of common  stock of\n      Solectron  California  or  Solectron  Technology,  Inc. or (ii) obtain the\n      power (whether or not  exercised) to elect a majority of either  Solectron\n      California's or Solectron Technology's directors; or\n\n            (d) a majority of the Board of Directors  of Solectron  shall not be\n      Continuing Directors.  As used in this definition,  \"Continuing Directors\"\n      shall mean the  directors of Solectron on the date of this  Agreement  and\n      each other director of Solectron,  if such other director's nomination for\n      election  to the Board of  Directors  of  Solectron  is  recommended  by a\n      majority of the then Continuing Directors.\n\n            \"Collections\"  means,  with respect to any Pool Receivable,  (a) all\nfunds  (regardless of whether in the form of cash,  checks,  money orders,  wire\ntransfers,  money-grams or otherwise)  which are received by an Originator,  the\nSeller,  the  Servicer or the  Administrator  in payment of any amounts  owed in\nrespect of such  Receivable  (including,  without  limitation,  purchase  price,\nfinance charges,  interest and all other charges), or applied to amounts owed in\nrespect of such Receivable \n\n                                      I-4\n\n\n\n(including, without limitation,  insurance payments and net proceeds of the sale\nor other disposition of repossessed goods or other collateral or property of the\nrelated  Obligor  or any other  Person  directly  or  indirectly  liable for the\npayment of such Pool  Receivable and available to be applied  thereon),  (b) all\namounts deemed to have been received pursuant to Section 1.4(e) of the Agreement\nor the  Parallel  Purchase  Agreement  or Section 1.8 of the  Purchase  and Sale\nAgreement and (c) all other proceeds of such  Receivable  (regardless of whether\nin the form of cash,  checks,  money  orders,  wire  transfers,  money-grams  or\notherwise).\n\n            \"Contract\"  means,  with  respect  to any  Receivable,  any  and all\ncontracts, understandings,  instruments, agreements, leases, invoices, notes, or\nother writings  pursuant to which such Receivable arises or which evidences such\nReceivable or under which an Obligor  becomes or is obligated to make payment in\nrespect of such Receivable.\n\n            \"CP Rate\" for any Fixed  Period  for any  Portion  of Capital of the\nPurchased Interest means, to the extent the Issuer funds such Portion of Capital\nfor such Fixed Period by issuing  Notes,  the per annum rate  equivalent  to the\n\"weighted average cost\" (as defined below) related to the issuance of Notes that\nare allocated,  in whole or in part, by the Issuer or the  Administrator to fund\nor maintain  such Portion of Capital (and which may also be allocated in part to\nthe funding of other  Portions of Capital  hereunder  or of other  assets of the\nIssuer);  provided,  however,  that if any  component of such rate is a discount\nrate,  in  calculating  the \"CP Rate\" for such Portion of Capital for such Fixed\nPeriod,  the  Issuer  shall  for  such  component  use the rate  resulting  from\nconverting such discount rate to an interest bearing  equivalent rate per annum.\nAs used in this definition,  the Issuer's  \"weighted average cost\" shall consist\nof (w) the actual interest rate (or discount) paid to purchasers of the Issuer's\nNotes,  together with the commissions of placement agents and dealers in respect\nof such Notes,  to the extent such  commissions  are  allocated,  in whole or in\npart,  to  such  Notes  by  the  Issuer  or  the   Administrator,   (x)  certain\ndocumentation  and transaction costs associated with the issuance of such Notes,\n(y) any  incremental  carrying  costs incurred with respect to Notes maturing on\ndates other than those on which  corresponding funds are received by the Issuer,\nand (z) other  borrowings  by the Issuer  (other than under any Program  Support\nAgreement),  including  borrowings to fund small or odd dollar  amounts that are\nnot easily accommodated in the commercial paper market.\n\n            \"Credit and Collection  Policy\" means those  receivables  credit and\ncollection  policies and  practices in effect on the date of the  Agreement  and\ndescribed in Schedule I hereto, as modified in compliance with the Agreement.\n\n            \"Defaulted Receivable\" means a Receivable:\n\n            (i) as to which any payment, or part thereof,  remains unpaid for at\n      least 151 days from the original customer billing date for such payment;\n\n            (ii) as to which the Obligor  thereof or any other Person  obligated\n      thereon or owning any Related  Security  in respect  thereof has taken any\n      action, or suffered any event to occur, of the type described in paragraph\n      (g) of Exhibit V hereto; or\n\n\n                                      I-5\n\n\n\n            (iii) (a) which,  consistent with the Credit and Collection  Policy,\n      would be written off as uncollectible or (b) which has been written off as\n      uncollectible.\n\n            \"Delinquency  Ratio\"  means the ratio  (expressed  as a  percentage)\ncomputed as of each  Month-End  Date having (a) a numerator that is equal to the\naggregate  Outstanding  Balance of Delinquent  Receivables  as of that Month-End\nDate  and  (b) a  denominator  that  is the  aggregate  Outstanding  Balance  of\nReceivables as of that Month-End Date.\n\n            \"Delinquent Receivable\" means any Receivable that is not a Defaulted\nReceivable as to which any payment, or part thereof, remains unpaid for at least\n91 days from the original customer billing date for such Receivable.\n\n            \"Designated  Obligor\" means,  as of the date hereof,  Cisco Systems,\nInc. and Sun Microsystems, Inc., and thereafter, shall include any other Obligor\ndesignated as such in writing by the  Administrator to the Servicer,  until such\ntime as the Administrator  shall have notified the Servicer in writing that such\nObligor is no longer a Designated  Obligor  hereunder (it being  understood that\nthe  Administrator  shall not notify the Servicer that an Obligor is no longer a\nDesignated  Obligor  absent a  good-faith  determination  on its part  that such\nObligor's credit has declined).\n\n            \"Dilution Horizon Variable\" means, at any time, a ratio having (a) a\nnumerator equal to the sum of the aggregate amounts payable pursuant to invoices\ngiving rise to Receivables  (without giving effect to any payments received with\nrespect to such invoices) and generated by the  Originators  during the calendar\nmonth ending on the most recent  Month-End  Date and (b) a denominator  equal to\nthe aggregate  Outstanding  Balance of all Eligible  Receivables  as of the most\nrecent Month-End Date.\n\n            \"Dilution  Percentage\"  means,  for any calendar  month,  the result\n(expressed as a percentage) calculated in accordance with the following formula:\n\n                  {(2.0 x ADR) + [(HDR-ADR) x (HDR\/ADR)]} x DHV\n\nwhere:\n\nADR               = the average of the  Sales-Based  Dilution  Ratios during the\n                  period of 12 consecutive calendar months ending on the related\n                  Month-End Date.\nDHV               = the Dilution Horizon Variable.\nHDR               = the  highest  Sales-Based  Dilution  Ratio for any  calendar\n                  month within the 12 consecutive  calendar months ending on the\n                  related Month-End Date.\n\n\n                                      I-6\n\n\n\n            \"Discount\" means:\n\n            (i) for the  Portion of Capital of the  Purchased  Interest  for any\n      Fixed  Period to the  extent the Issuer  will be funding  such  Portion of\n      Capital on the first day of such Fixed  Period  through  the  issuance  of\n      Notes,\n\n                               CPR x C x ED + TF\n                                        ---\n                                        360\n\n            (ii) for the Portion of Capital of the  Purchased  Interest  for any\n      Fixed  Period to the extent the Issuer will not be funding such Portion of\n      Capital on the first day of such Fixed  Period  through  the  issuance  of\n      Notes,\n\n                                        ED\n                                        ---\n                               AR x C x 360 + TF\n\n      where:\n\nAR = the Alternate Rate for the Portion of Capital of the Purchased Interest for\nsuch Fixed Period\n\nC = the Portion of Capital of the  Purchased  Interest  during such Fixed Period\n\nCPR = the CP Rate for the Portion of Capital of the Purchased  Interest for such\nFixed Period\n\nED = the actual number of days during such Fixed Period\n\nTF = the  Termination  Fee, if any, for the Portion of Capital of the  Purchased\nInterest for such Fixed Period\n\n; provided  that (x) no  provision of the  Agreement  or the  Parallel  Purchase\nAgreement  shall  require  the payment or permit the  collection  of Discount in\nexcess of the maximum  permitted by  applicable  law; (y) that  Discount for the\nPortion of Capital of the Purchased Interest shall not be considered paid by any\ndistribution  to  the  extent  that  at  any  time  all  or a  portion  of  such\ndistribution  is rescinded or must  otherwise be returned for any reason and (z)\non each day during any Period when the Issuer shall have  indicated  pursuant to\nSection 1.2.(a) that it will not purchase or reinvest in the Purchased  Interest\nunder the Agreement,  Discount will accrue on each remaining  Portion of Capital\nunder the  Agreement  at the  highest  rate then  applicable  to any  Portion of\nCapital under the Parallel Purchase Agreement.\n\n     \"Discount Rate  Percentage\"  has the meaning set forth in Section 1.5(d) of\nthe Purchase and Sale Agreement.\n\n                                      I-7\n\n\n\n            \"Discount Reserve\" for the Purchased Interest under the Agreement or\nthe Parallel Purchase Agreement at any time means the sum of (i) the Termination\nDiscount at such time for such Purchased Interest, and (ii) the then accrued and\nunpaid Discount for such Purchased Interest.\n\n            \"Dividend\"  means in respect  of any  corporation  or any  Solectron\nParty, as the case may be, (i) cash distributions or any other distributions on,\nor in  respect  of,  any  class of  capital  stock of such  corporation  or such\nSolectron  Party,  as the case may be, except for  distributions  made solely in\nshares of stock of the same  class,  and (ii) any and all  funds,  cash or other\npayments made in respect of the  redemption,  repurchase or  acquisition of such\nstock,  unless such stock shall be redeemed or acquired  through the exchange of\nsuch stock with stock of the same class.\n\n            \"Effective  Date\"  means the date upon which (i) all  Conditions  of\nPurchases in Section 1 of Exhibit I to the Purchase and Sale  Agreement and (ii)\nall  Conditions  of  Purchase in Section 1 of Exhibit II to this  Agreement  are\nfulfilled; provided that Administrator shall notify Solectron when the Effective\nDate has occurred and such notice need not be in written form.\n\n            \"Eligible Receivables\" means, at any time, Receivables:\n\n            (i) the Obligor of which is a United  States  resident or a resident\n      of  such  other  jurisdiction  as has  been  approved  in  writing  by the\n      Administrator,  is  not an  Affiliate  of any  Solectron  Party,  is not a\n      government or a governmental subdivision or agency or instrumentality,  is\n      not declared ineligible by the Administrator, is not subject to any action\n      of the  type  described  in  paragraph  (g) of  Exhibit  V,  and is not an\n      Excluded Obligor;\n\n            (ii) which are denominated  and payable only in U.S.  dollars in the\n      United States;\n\n            (iii) which have a stated  maturity and which stated maturity is not\n      more than 91 days after the customer billing date of such Receivable;\n\n            (iv)  which  arise  in  the  ordinary   course  of  the   applicable\n      Originator's business;\n\n            (v) which arise  under a Contract  which is in full force and effect\n      and which is a legal, valid and binding obligation of the related Obligor,\n      enforceable against such Obligor in accordance with its terms;\n\n          (vi) which conform with all applicable  laws,  rulings and regulations\n     in effect;\n\n            (vii) which are not the subject of any asserted  dispute (whether or\n      not in writing),  offset, hold back defense,  Adverse Claim or other claim\n      and which do not arise from the sale of inventory  which is subject to any\n      Adverse  Claim  (other  than  Permitted  Liens of the types  described  in\n      clauses (a), (b) and (h) of the definition of Permitted  Liens),  it being\n      understood that if a dispute pertains only to a portion of the Outstanding\n      Balance of an otherwise Eligible Receivable, such portion shall be reduced\n      in  accordance  with Section  1.4(e)(i) of the Agreement and the remaining\n      portion may continue to be characterized as a Eligible\n\n                                      I-8\n\n\nReceivable,  subject to satisfying the other  requirements of this definition of\nEligible Receivables;\n\n     (viii)  which  comply with the  requirements  of the Credit and  Collection\nPolicy;\n\n     (ix) which arise from the  completion  of the sale and delivery of goods or\nservices  performed,  and which do not  represent  an invoice in advance of such\ncompletion;\n\n     (x) which are not subject to any contingent performance requirements of the\napplicable  Originator  unless such  requirements  are  guaranteed or insured by\nthird parties acceptable to the Administrator;\n\n     (xi) which do not require the consent of the related  Obligor to be sold or\nassigned;\n\n     (xii) which have not been modified or  restructured  since their  creation,\nexcept as permitted pursuant to Section 4.2 of the Agreement;\n\n     (xiii) (A) to which the applicable Originator has good and marketable title\nimmediately prior to the sale thereof to the Seller,  and as to which the Seller\nhas  good  and  marketable  title,  and  (B)  which,  immediately  prior  to the\napplicable  Originator's  sale thereof to the Seller,  were freely assignable by\nsuch Originator and which are freely assignable by the Seller;\n\n     (xiv) for which the Issuer shall have a valid,  perfected  and  enforceable\nundivided  percentage  ownership  interest,  to  the  extent  of  the  Purchased\nInterest, and for which the Administrator for its benefit and the benefit of the\nIssuer shall have a valid and  enforceable  first  priority  perfected  security\ninterest  therein and in the  Related  Security  and  Collections  with  respect\nthereto, in each case free and clear of any Adverse Claim;\n\n     (xv) which constitute \"accounts\" as defined in the UCC, and which are not\nevidenced by instruments or chattel paper;\n\n     (xvi) which are not Defaulted Receivables;\n\n     (xvii) for which the applicable Originator has established no offset\narrangements with the related Obligor;\n\n     (xviii)  for which  Defaulted  Receivables  of the  related  Obligor do not\nexceed 25% of all such Obligor's Receivables;\n\n     (xix) which do not represent any amounts owing by any Obligor in respect of\nsales taxes, interest, late charges, or similar items;\n\n\n                                      I-9\n\n\n\n     (xx) which meet the  eligibility  requirements  appropriate to the specific\ntype of Receivables which the  Administrator  may set based on aging,  turnover,\ndelinquency, loss, dilution, type or other factor that are necessary to maintain\nan A-1+\/P-1 rating by S&amp;P and Moody's respectively, on the Notes;\n\n     (xxi) the Obligor of which has been instructed to make payment thereon to a\nLock-Box  Account or a post office box to which only Lock-Box  Banks have access\nor  otherwise  solely  in  accordance  with  clause  (j) of  Exhibit  IV of this\nAgreement; and\n\n     (xxii)  with  respect  to which  the  Administrator  has not  directed  the\nServicer  (whether the Servicer is Solectron or any other Person) to commence or\nsettle any legal action to enforce collection of such Receivable or to foreclose\nupon or repossess  any Related  Security  which in good faith the  Administrator\nbelieves  that the failure to  commence,  settle,  or effect such legal  action,\nforeclosure or repossession  could adversely affect  Receivables  constituting a\nmaterial portion of the Pool Receivables;\n\nprovided  that,  the  Outstanding  Balance of any Eligible  Receivable  shall be\nreduced by the aggregate  amount of  Indebtedness  of the applicable  Originator\nowing to the related Obligor or any of its Affiliates.\n\n            \"ERISA\" means the Employee  Retirement  Income Security Act of 1974,\nas amended  from time to time,  and any  successor  statute  of similar  import,\ntogether with the regulations thereunder, in each case as in effect from time to\ntime. References to sections of ERISA also refer to any successor sections.\n\n            \"Eurodollar  Rate\" means, for any Fixed Period, an interest rate per\nannum (rounded  upward to the nearest  1\/16th of 1%) determined  pursuant to the\nfollowing formula:\n\nEurodollar Rate =                 LIBOR \n                        ---------------------------              \n                        1.00 - Eurodollar Reserve Percentage\n\nWhere,\n\n            \"Eurodollar  Reserve  Percentage\"  means, for any Fixed Period,  the\n      maximum reserve percentage (expressed as a decimal,  rounded upward to the\n      nearest  1\/100th of 1%) in effect on the date LIBOR for such Fixed  Period\n      is determined  under  regulations  issued from time to time by the Federal\n      Reserve Board for determining the maximum reserve  requirement  (including\n      any emergency,  supplemental or other marginal reserve  requirement)  with\n      respect to Eurocurrency  funding  (currently  referred to as \"Eurocurrency\n      Liabilities\") having a term comparable to such Fixed Period; and\n\n            \"Excluded Obligor\" means an Obligor, so designated from time to time\nin writing as such by the  Administrator  to the  Servicer in the event that the\nAdministrator  reasonably  considers such Obligor to be unacceptable  due to the\ncredit risk  associated with such Obligor or due to\n\n                                      I-10\n\n\nthe nature of such Obligor's  business,  it being  understood  that from time to\ntime the  Administrator  may revoke its  designation  of one or more Obligors as\nExcluded Obligors by written notice to the Servicer.\n\n     \"Excluded  Property\" means any  Collections  released to Seller pursuant to\nSection 1.4(b)(iv).\n\n     \"Facility  Termination  Date\" means the earliest to occur of (a)  September\n15, 1999, (b) the Purchase  Termination  Date, as defined in the Liquidity Asset\nPurchase Agreement, which on the date of the Agreement is September 15, 1999, or\nsuch later date  designated as the Purchase  Termination  Date from time to time\npursuant to the Liquidity Asset Purchase Agreement (it being understood that the\nAdministrator  shall notify the Servicer of the  designation of such later date,\nprovided that failure to provide such notice shall not limit or otherwise affect\nthe obligations of the Servicer or the rights of the Administrator,  the Issuer,\nor any other party to the Liquidity Asset Purchase  Agreement),  (c) the date of\ntermination of the commitment under any other Program Support Agreement, (d) the\ndate determined pursuant to Section 2.2, (e) the date the Purchase Limit reduces\nto zero pursuant to Section  1.1(c),  and (f) the Purchase and Sale  Termination\nDate under the Purchase and Sale Agreement.\n\n     \"Federal Funds Rate\" means, for any period, the per annum rate set forth in\nthe  weekly  statistical  release  designated  as  H.15(519),  or any  successor\npublication,  published  by  the  Federal  Reserve  Board  (including  any  such\nsuccessor,  \"H.15(519)\")  for such  day  opposite  the  caption  \"Federal  Funds\n(Effective)\".  If on any  relevant  day  such  rate  is  not  yet  published  in\nH.15(519),  the rate for  such  day  will be the  rate  set  forth in the  daily\nstatistical  release  designated as the Composite 3:30 p.m.  Quotations for U.S.\nGovernment Securities,  or any successor  publication,  published by the Federal\nReserve Bank of New York (including any such successor, the \"Composite 3:30 p.m.\nQuotation\") for such day under the caption \"Federal Funds Effective Rate\". If on\nany relevant day the appropriate rate for such previous day is not yet published\nin either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day\nwill be the arithmetic mean as determined by the  Administrator of the rates for\nthe last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New\nYork  time)  on that day by each of  three  leading  brokers  of  Federal  funds\ntransactions in New York City selected by the Administrator.\n\n     \"Federal Reserve Board\" means the Board of Governors of the Federal Reserve\nSystem, or any entity succeeding to any of its principal functions.\n\n     \"Final Payout Date\" has the meaning set forth in the introductory paragraph\nto Exhibit IV.\n\n     \"Fixed Period\" means, unless otherwise mutually agreed by the Administrator\nand the  Seller,  (a) with  respect  to any  Portion  of  Capital  funded by the\nissuance of Notes,  (x) initially the period  commencing on (and  including) the\ndate of the initial purchase or funding of such Portion of Capital and ending on\n(and including) the last day of the current  calendar month, and (y) thereafter,\neach period  commencing on (and  including)  the first day after the last day of\nthe\n\n                                      I-11\n\n\nimmediately  preceding  Fixed  Period for such  Portion of Capital and ending on\n(and including) the last day of the current calendar month; and (b) with respect\nto any Portion of Capital not funded by the issuance of Notes, (x) initially the\nperiod commencing on (and including) the date of the initial purchase or funding\nof such  Portion of Capital  and ending on (but  excluding)  the next  following\nSettlement Date, and (y) thereafter, each period commencing on (and including) a\nSettlement  Date and ending on (but  excluding)  the next  following  Settlement\nDate; provided, that\n\n                  (i) any Fixed  Period  with  respect to any Portion of Capital\n            not funded by the issuance of Notes which would  otherwise  end on a\n            day  which  is not a  Business  Day  shall be  extended  to the next\n            succeeding  Business Day; provided,  however, if Discount in respect\n            of such Fixed  Period is computed  by  reference  to the  Eurodollar\n            Rate,  and such Fixed Period would  otherwise  end on a day which is\n            not a Business Day, and there is no  subsequent  Business Day in the\n            same calendar  month as such day, such Fixed Period shall end on the\n            next preceding Business Day;\n\n                  (ii) in the  case of any  Fixed  Period  for  any  Portion  of\n            Capital  of  the  Purchased  Interest  which  commences  before  the\n            Termination  Date and would  otherwise end on a date occurring after\n            the   Termination   Date,  such  Fixed  Period  shall  end  on  such\n            Termination  Date  and the  duration  of  each  Fixed  Period  which\n            commences on or after the Termination Date shall be of such duration\n            as shall be selected by the  Administrator or the Parallel  Purchase\n            Administrator, as applicable;\n\n                  (iii)  any  Fixed  Period  in  respect  of which  Discount  is\n            computed  by  reference  to the CP  Rate  may be  terminated  at the\n            election  of,  and  upon  notice  thereof  to  the  Seller  by,  the\n            Administrator  any time;  the Portion of Capital  allocated  to such\n            terminated  Fixed Period and shall accrue  Discount at the Alternate\n            Rate.\n\n          \"Funding  Discount\" has the meaning set forth in Section 1.5(c) of the\n     Purchase and Sale Agreement.\n\n          \"Funding  Rate\" has the  meaning  set forth in  Section  1.5(d) of the\n     Purchase and Sale Agreement.\n\n          \"Generally  Accepted  Accounting  Principles\"  or \"generally  accepted\n     accounting  principles\" means generally accepted  accounting  principles at\n     the time in the United States. Except as otherwise expressly provided,  all\n     references to generally accepted accounting  principles shall be applied on\n     a consistent basis.\n\n          \"Governmental Authority\" means any nation or government,  any state or\n     other political  subdivision thereof, any central bank (or similar monetary\n     or regulatory  authority) thereof, any body or entity exercising executive,\n     legislative,   judicial,  regulatory  or  administrative  functions  of  or\n     pertaining to government,  including without  limitation any court, and any\n     Person  owned  or  controlled,   through  stock  or  capital  ownership  or\n     otherwise, by any of the foregoing.\n\n\n                                      I-12\n\n\n\n     \"Guarantee\"  of or by any Person (the  \"guarantor\")  means any  obligation,\ncontingent or otherwise,  of the guarantor  guaranteeing  or having the economic\neffect of guaranteeing  any Indebtedness or other obligation of any other Person\n(the  \"primary  obligor\") in any matter,  whether  directly or  indirectly,  and\nincluding any obligation of the guarantor,  direct or indirect,  (a) to purchase\nor pay (or  advance  or  supply  funds  for the  purchase  or  payment  of) such\nIndebtedness  or other  obligation or to purchase (or to advance or supply funds\nfor the purchase of) any  security for the payment  thereof,  (b) to purchase or\nlease property,  securities or services for the purpose of assuring the owner of\nsuch  Indebtedness or other obligation of the payment  thereof,  (c) to maintain\nworking capital,  equity capital or any other financial  statement  condition or\nliquidity of the primary obligor so as to enable the primary obligor to pay such\nIndebtedness  or other  obligation  or (d) as an account party in respect of any\nletter of credit or letter of guaranty  issued to support such  Indebtedness  or\nobligation;  provided that the term Guarantee shall not include endorsements for\ncollection or deposit in the ordinary course of business.\n\n     \"Guarantor\"  has the meaning set forth in the  preamble of the Purchase and\nSale Agreement.\n\n     \"Hedging Agreement\" means any interest rate protection  agreement,  foreign\ncurrency  exchange  agreement,  commodity  price  protection  agreement or other\ninterest or currency exchange rate or commodity price hedging arrangement.\n\n     \"Indebtedness\"  of  any  Person  means,   without   duplication,   (a)  all\nobligations  of such Person for  borrowed  money or with  respect to deposits or\nadvances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,\ndebentures,  notes or similar  instruments,  (c) all  obligations of such Person\nupon  which  interest   charges  are  customarily   paid   (excluding   deferred\ncompensation  obligations  owed to current and former  directors,  officers  and\nemployees),  (d) all obligations of such Person under  conditional sale or other\ntitle retention agreements relating to property acquired by such Person, (e) all\nobligations of such Person in respect of the deferred purchase price of property\nor services  (excluding  current accounts  payable,  measured in accordance with\ngenerally  accepted  accounting  principles,  incurred in the ordinary course of\nbusiness), (f) all Indebtedness of others secured by (or for which the holder of\nsuch  Indebtedness has an existing right,  contingent or otherwise to be secured\nby) any Lien on property  owned or acquired by such  Person,  whether or not the\nIndebtedness secured thereby has been assumed, (g) all Guarantees by such Person\nof Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)\nall obligations,  contingent or otherwise, of such Person as an account party in\nrespect of letters of credit and  letters of guaranty  supporting  Indebtedness,\n(j) all  obligations,  contingent  or  otherwise,  of such  Person in respect of\nbankers'  acceptances,  and (k) all obligations,  contingent or otherwise,  with\nrespect to synthetic  leases or  securitized  assets.  The  Indebtedness  of any\nPerson  shall  include  the  Indebtedness  of any other  entity  (including  any\npartnership in which such Person is a general partner) to the extent such Person\nis liable therefor as a result of such Person's  ownership  interest in or other\nrelationship  with  such  entity,  except  to  the  extent  the  terms  of  such\nIndebtedness provide that such Person is not liable therefor.\n\n            \"Indemnified Amounts\" has the meaning set forth in Section 3.1.\n\n                                      I-13\n\n\n     \"Indemnified Party\" has the meaning set forth in Section 3.1.\n\n     \"Initial  Purchase  Date\"  means  the date on which  the  initial  purchase\noccurred under the Amended and Restated Receivables Purchase Agreement.\n\n     \"Initial  Purchaser\"  has the  meaning  set  forth in the  preamble  to the\nPurchase and Sale Agreement.\n\n     \"Initial Purchased Interest\" has the meaning set forth in Section 1.1(a).\n\n     \"Initial  Purchaser Note\" means the  non-negotiable  promissory  notes, set\nforth in Annex A to Purchase and Sale Agreement, issued by the Initial Purchaser\nto each Originator.\n\n     \"Insolvency Proceeding\" means (a) any case, action or proceeding before any\ncourt or other Governmental  Authority  relating to bankruptcy,  reorganization,\ninsolvency,  liquidations,  receivership,  dissolution,  winding-up or relief of\ndebtors,   or  (b)  any  general   assignment  for  the  benefit  of  creditors,\ncomposition,  marshaling of assets for creditors,  or other, similar arrangement\nin  respect  of its  creditors  generally  or  any  substantial  portion  of its\ncreditors;  in each case (a) and (b)  undertaken  under U.S.  Federal,  state or\nforeign law, including the Bankruptcy Code.\n\n     \"Investment  Grade\"  means,  with  respect  to the Rated  Long Term Debt of\nSolectron  or any other  Person,  a rating of at least BBB- by Standard &amp; Poor's\nor, with respect to the Rated Long Term Debt of any Person other than  Solectron\na rating of at least Baa3 by Moody's,  or at least BBB- by Duff &amp; Phelps  Credit\nRating Co.; provided,  that if the Rated Long Term Debt of any Person other than\nSolectron is rated by more than one of the foregoing  rating  agencies,  then at\nleast one of such rating agencies which rates such  securities  shall have given\nthem a rating at least equal to the  categories  specified  above;  and provided\nfurther,  that if  Solectron  or any such  other  Person  does  not  have  Rated\nLong-Term  Debt  outstanding,  the  Administrator  shall have  received  written\nmaterials reasonably  satisfactory to the Administrator prepared by at least one\nof such  rating  agencies  to the effect that if such Person did have Rated Long\nTerm Debt securities outstanding,  such securities would receive at least such a\nrating.\n\n     \"Intercreditor  Agreement\" means the Intercreditor  Agreement,  dated as of\nOctober 31, 1998, among the Issuer,  the  Administrator,  the Parallel  Purchase\nAdministrator,  and  Solectron  as the  same  may be  amended,  supplemented  or\notherwise modified from time to time.\n\n     \"Issuer\" has the meaning set forth in the preamble to the Agreement.\n\n \n            \"LIBOR\"  means  the rate of  interest  per annum  determined  by the\n      Liquidity  Agent to be the arithmetic  mean (rounded upward to the nearest\n      1\/16th of 1%) of the rates of interest per annum notified to the Liquidity\n      Agent by each  Reference  Bank as the  rate of  interest  at which  dollar\n      deposits in the  approximate  amount of the Capital  associated  with such\n      Fixed  Period  would be  offered to major  banks in the  London  interbank\n      market at their\n\n                                     I-14\n\n\n\n     request at or about 11:00 a.m.  (London  time) on the second  Business  Day\n     prior to the commencement of such Fixed Period.\n\n     \"Lien\"  means  any  mortgage,  pledge,  hypothecation,  assignment  deposit\narrangement,  security interest,  encumbrance,  lien (statutory or otherwise) or\ncharge of any kind  (including any agreement to give any of the  foregoing,  any\nconditional  sale or other title retention  agreement,  any financing or similar\nstatement  or notice  filed under the UCC or other  similar  recording or notice\nstatute, and any lease in the nature thereof).\n\n     \"Liquidity  Agent\" means Bank of America in its capacity as Liquidity Agent\npursuant to the Liquidity Asset Purchase Agreement.\n\n     \"Liquidity  Asset Purchase  Agreement\"  means that certain  Liquidity Asset\nPurchase  Agreement dated as of September 17, 1997 among Bank of America and the\nother financial institutions listed therein as the Purchasers,  Bank of America,\nas Liquidity Agent and Administrator,  and the Issuer, as amended,  supplemented\nor otherwise modified from time to time.\n\n     \"Lock-Box Account\" means a bank account subject to a Lock-Box Agreement.\n\n     \"Lock-Box Agreement\" means an agreement, in substantially the form of Annex\nA, among the Seller,  one or more  Originators,  the Servicer,  the Issuer,  the\nAdministrator and a Lock-Box Bank.\n\n     \"Lock-Box  Bank\"  means  any of the banks or other  financial  institutions\nholding one or more Lock-Box Accounts.\n\n     \"Loss Discount\" has the meaning set forth in Section 1.4(b) of the Purchase\nand Sale Agreement.\n\n     \"Loss Percentage\"  means, on any date, the greater of (i) the Loss Ratio on\nsuch date, and (ii) 12%.\n\n     \"Loss Ratio\" means the result  (expressed as a percentage),  computed as of\neach  Month-End  Date, of (a) 2.0  multiplied by (b) the highest  average of the\nSales-Based  Default  Ratio  for any  three  consecutive  calendar  months  that\noccurred  during the  preceding 12  consecutive  calendar  months ending on such\nMonth-End Date  multiplied by (c) a fraction having (i) a numerator equal to the\nsum of the  aggregate  amounts  payable  pursuant  to  invoices  giving  rise to\nReceivables (without giving effect to any payments received with respect to such\ninvoices) that were generated by each Originator  during the six calendar months\nending on such  Month-End  Date,  and (ii) a denominator  equal to the aggregate\nOutstanding Balance of all Eligible Receivables, as of such Month-End Date.\n\n     \"Loss Reserve\" means, for the Purchased Interest under the Agreement or the\nParallel Purchase Agreement, on any date, an amount equal to the greater of:\n\n                                      I-15\n\n\n                  (a):  (LP + DP) x (AER); and\n\n                  (b):  (16.0%) x (AER)\nwhere:\n\n     LP = the Loss Percentage for such Purchased Interest on such date.\n\n     DP = the Dilution Percentage for such Purchased Interest on such date.\n\n     AER = the aggregate  Outstanding Balance of all Eligible Receivables at the\n     close of business of the Servicer on such date.\n\n            \"Majority  Parallel   Purchasers\"  means,  at  any  time,   Parallel\nPurchasers with Percentages under the Parallel Purchase  Agreement that are more\nthan 50% in the aggregate.\n\n            \"Maximum  Parallel  Purchase\"  means,  with respect to each Parallel\nPurchaser and the Parallel  Purchase  Agreement,  the maximum  amount of Capital\nwhich such  Parallel  Purchaser is obligated to pay in respect of the  Purchased\nInterest  acquired  by the  Parallel  Purchasers  under such  Parallel  Purchase\nAgreement,  as set forth below its signature to such Parallel Purchase Agreement\nor in  the  assignment  pursuant  to  which  it  became  a  Parallel  Purchasers\nthereunder, as such amount may be modified\n\n            (w) in connection with any subsequent assignment pursuant to Section\n      6.3 of the Parallel Purchase Agreement,\n\n            (x) in connection with a change in the Purchase Limit  applicable to\n      such Parallel Purchase  Agreement  pursuant to Section 6.1 of the Parallel\n      Purchase Agreement,\n\n            (y) as provided in Section 1.1(a) of the Parallel Purchase Agreement\n      to reflect the aggregate  outstanding  Capital of the  Purchased  Interest\n      under the Agreement and such Parallel Purchase Agreement, or\n\n            (z) in connection  with a termination of such  Purchaser's  Purchase\n      Commitment pursuant to Section 1.1(b) of the Parallel Purchase Agreement.\n\n            \"Material  Indebtedness\"  means  Indebtedness,   or  obligations  in\nrespect of one or more Hedging  Agreements,  of any one or more of the Solectron\nParties in an aggregate principal amount exceeding $10,000,000.  For purposes of\ndetermining Material Indebtedness,  the \"principal amount\" of the obligations of\nany Solectron Party in respect of any Hedging Agreement at any time shall be the\nmaximum  aggregate  amount (giving effect to any netting  agreements)  that such\nSolectron  Party  would  be  required  to pay if  such  Hedging  Agreement  were\nterminated at such time.\n\n            \"Month-End Date\" means the last day of a calendar month.\n\n                                      I-16\n\n\n\n     \"Moody's\" means Moody's Investors Service, Inc., or any successor thereto.\n\n     \"Net Receivables Pool Balance\" means at any time the Outstanding Balance of\nEligible  Receivables  then in the  Receivables  Pool  reduced by the  aggregate\namount by which the  Outstanding  Balance of  Eligible  Receivables  (other than\nDefaulted  Receivables) of each Obligor then in the Receivables Pool exceeds the\nproduct  of  (A)  the  Applicable  Concentration  Percentage  for  such  Obligor\nmultiplied by (B) the Outstanding  Balance of the Eligible  Receivables  then in\nthe Receivables Pool.\n\n     \"Normal Concentration Percentage\" for any Obligor means at any time 3%.\n\n     \"Notes\"  means  short-term  promissory  notes issued or to be issued by the\nIssuer to fund its investments in accounts receivable or other financial assets.\n\n     \"Obligor\"  means,  with respect to any Receivable,  the Person obligated to\nmake payments pursuant to the Contract relating to such Receivable.\n\n     \"Original  Purchase  and  Sale  Agreement\"  means  the  Purchase  and  Sale\nAgreement dated as of September 17, 1997 among Solectron California Corporation,\nas an Originator,  Solectron Corporation,  as an Originator, as Guarantor and as\nServicer,  and  Solectron  Funding  Corporation,  as the Initial  Purchaser,  as\namended, amended and restated or otherwise modified in accordance with its terms\nand in effect  immediately  prior to the  effectiveness of the Purchase and Sale\nAgreement.\n\n     \"Originator\"  means each of  Solectron  Corporation,  Solectron  California\nCorporation, and Solectron Technology, Inc.\n\n     \"Original  Receivables  Purchase Agreement\" means the Receivables  Purchase\nAgreement dated as of September 17, 1997 among Solectron Funding Corporation, as\nSeller, Solectron Corporation, individually and as Servicer, Receivables Capital\nCorporation,  as  Issuer,  and  Bank  of  America  National  Trust  and  Savings\nAssociation,  as  Administrator,  as the same may be  amended,  supplemented  or\notherwise modified from time to time.\n\n     \"Outstanding  Balance\"  of  any  Receivable  at any  time  means  the  then\noutstanding principal balance thereof.\n\n     \"Payment Date\" has the meaning set forth in Section 1.4 of the Purchase and\nSale Agreement.\n\n     \"Parallel Purchase Administrator\" has the meaning set forth in the preamble\nto the Parallel Purchase Agreement.\n\n     \"Parallel  Purchase  Agreement\" means the Parallel Asset Purchase Agreement\ndated as of October 31, 1998 among the Seller,  the Servicer,  certain financial\ninstitutions from time to time\n\n\n                                      I-17\n\n\nparties thereto,  as the Parallel  Purchasers,  the Bank of America, as Parallel\nPurchase  Administrator,  as the same may be amended,  supplemented or otherwise\nmodified from time to time.\n\n     \"Parallel  Purchase  Termination  Date\",  with  respect  to  each  Parallel\nPurchaser,  has the meaning set forth in Section  6.6 of the  Parallel  Purchase\nAgreement.\n\n     \"Parallel Purchaser\", with respect to each Parallel Purchaser, has\nthe meaning set forth in the preamble to the Parallel Purchase Agreement.\n\n     \"PBGC\"  means the  Pension  Benefit  Guaranty  Corporation  and any  entity\nsucceeding to any or all of its functions under ERISA.\n\n     \"Pension Plan\" means a \"pension  plan\",  as such term is defined in section\n3(2) of ERISA, which is subject to title IV of ERISA (other than a multiemployer\nplan as  defined  in  section  4001(a)(3)  of  ERISA),  and to which  Solectron,\nSolectron  California  Corporation  or the Seller or any  corporation,  trade or\nbusiness that is, along with Solectron,  Solectron California Corporation or the\nSeller,  a member of a controlled group of corporations or a controlled group of\ntrades or businesses, as described in sections 414(b) and 414(c),  respectively,\nof the Internal  Revenue  Code of 1986,  as amended or section 4001 of ERISA may\nhave  any  liability,  including  any  liability  by  reason  of  having  been a\nsubstantial  employer  within the  meaning of section  4063 of ERISA at any time\nduring  the  preceding  five  years,  or  by  reason  of  being  deemed  to be a\ncontributing sponsor under section 4069 of ERISA.\n\n     \"Percentages\"  has the meaning set forth in Section  1.2(b) of the Parallel\nPurchase Agreement.\n\n            \"Permitted Liens\" means:\n\n            (a) Liens  imposed by law by any  Governmental  Authority  for taxes\n      that are not yet due or are being  contested  in  compliance  with Section\n      5.04 of the Solectron Credit Agreement;\n\n            (b)   carriers',   warehousemen's,   mechanics',   material   men's,\n      repairmen's   and  other  like  Liens   imposed  by  law,  and  any  other\n      involuntary,  statutory or common law Lien arising in the ordinary  course\n      of business and securing  obligations that are not overdue by more than 30\n      days  or are  being  contested  in  compliance  with  Section  5.04 of the\n      Solectron Credit Agreement;\n\n            (c) pledges and deposits made in the ordinary  course of business in\n      compliance with workers'  compensation,  unemployment  insurance and other\n      social security laws or regulations;\n\n\n                                      I-18\n\n\n\n            (d) deposits to secure the  performance  of bids,  trade  contracts,\n      leases, statutory obligations,  surety and appeal bonds, performance bonds\n      and other  obligations  of a like  nature,  in each  case in the  ordinary\n      course of business;\n\n            (e)  easements,  zoning  restrictions,   rights-of-way  and  similar\n      encumbrances  on real  property  imposed by law or arising in the ordinary\n      course of business that do not secure any monetary  obligations and do not\n      materially  detract from the value of the  affected  property or interfere\n      with the ordinary conduct of business of any Solectron Party;\n\n            (f)  Liens  arising  from  judgments,   decrees  or  attachments  in\n      circumstances  not  constituting  an Event of Default  under the Solectron\n      Credit Agreement;\n\n            (g) Liens which  constitute  rights of set-off of a customary nature\n      or banker's Liens with respect to amounts on deposit  arising by operation\n      of law in  connection  with  arrangements  entered  into with banks in the\n      ordinary course of business;\n\n            (h) Liens in favor or customs and revenue  authorities  arising as a\n      matter of law to secure payment of customs  duties in connection  with the\n      importation of goods; and\n\n            (i) leases or  subleases  and licenses  and  sublicenses  granted to\n      others in the ordinary  course of business not interfering in any material\n      respect  with the  business  of any of the  Solectron  Parties  taken as a\n      whole, and any interest or title of any lessor or licensor under any lease\n      or license;\n\nprovided  that the term  \"Permitted  Liens\" shall not include any Lien  securing\nIndebtedness.\n\n            \"Person\" means an individual, partnership,  corporation, joint stock\ncompany, trust (including a business trust),  unincorporated association,  joint\nventure,  limited  liability  company or other  entity,  or a government  or any\npolitical subdivision or agency thereof.\n\n            \"Pool Receivable\" means a Receivable in the Receivables Pool.\n\n            \"Portion of Capital\" means, at any time, each portion of the Capital\nof the Purchased  Interest having the same Fixed Period and accruing Discount by\nreference to the same Rate Type at such time. In addition,  at any time when the\nCapital of the  Purchased  Interest is not divided  into more than one  portion,\n\"Portion of Capital\" means 100% of the Capital of the Purchased Interest.\n\n            \"PPA-Related Person\" has the meaning assigned thereto in Section 5.2\nof the Parallel Purchase Agreement.\n\n            \"Program  Support  Agreement\" means and includes the Liquidity Asset\nPurchase  Agreement and any other agreement  entered into by any Program Support\nProvider  providing  for the  issuance of one or more  letters of credit for the\naccount of the Issuer,  the  issuance of one or more surety  bonds for which the\nIssuer is obligated to reimburse the applicable Program Support Provider\n\n                                      I-19\n\n\n\nfor any  drawings  thereunder,  the sale by the  Issuer to any  Program  Support\nProvider of the Purchased  Interest (or portions  thereof)  and\/or the making of\nloans and\/or other  extensions  of credit to the Issuer in  connection  with the\nIssuer's securitization program, together with any letter of credit, surety bond\nor other instrument issued  thereunder (but excluding any discretionary  advance\nfacility provided by the Administrator).\n\n     \"Program  Support  Provider\" means and includes any Purchaser and any other\nor  additional  Person  (other than any customer of the Issuer) now or hereafter\nextending  credit or having a commitment  to extend credit to or for the account\nof, or to make purchases from, the Issuer or issuing a letter of credit,  surety\nbond or  other  instrument  to  support  any  obligations  arising  under  or in\nconnection with the Issuer's securitization program.\n\n     \"Purchase and Sale Agreement\"  means the Amended and Restated  Purchase and\nSale  Agreement  dated  as of  February  22,  1999  among  Solectron  California\nCorporation,  as an Originator;  Solectron  Technology,  Inc., as an Originator;\nSolectron  Corporation,  as an Originator,  as Guarantor,  and as Servicer,  and\nSolectron  Funding  Corporation  as the  Initial  Purchaser,  as the same may be\namended,  amended and  restated or  otherwise  modified in  accordance  with its\nterms.\n\n     \"Purchase and Sale  Termination  Date\" means date  determined in accordance\nwith Section 2.3 of the Purchase and Sale Agreement.\n\n     \"Purchase and Sale Termination  Event\" has the meaning set forth in Exhibit\nIV to the Purchase and Sale Agreement.\n\n     \"Purchase  Discount\"  has the  meaning  set  forth  in  Section  1.5 of the\nPurchase and Sale Agreement.\n\n     \"Purchase Limit\" means the lesser of (i)  $220,000,000,  as such amount may\nbe reduced  pursuant to Section 1.1(c) and (ii) (A) the aggregate of the Maximum\nLiquidity Purchase (as defined in the Liquidity Asset Purchase Agreement) of the\nPurchasers  under the Liquidity Asset Purchase  Agreement less (B) the aggregate\nof the  Discount of the existing  Fixed  Periods (for the entirety of such Fixed\nPeriods),  as such amount may be reduced pursuant to Section 1.1(c).  References\nto the  unused  portion of the  Purchase  Limit  shall  mean,  at any time,  the\nPurchase  Limit minus the then  outstanding  Capital of the  Purchased  Interest\nunder the Agreement.\n\n     \"Purchase  Period\" has the meaning set forth in Section 1.4 of the Purchase\nand Sale Agreement.\n\n     \"Purchase  Price\" has the meaning set forth in Section 1.4 of the  Purchase\nand Sale Agreement.\n\n\n                                      I-20\n\n\n\n     \"Purchased  Interest\" means,  with respect to each of the Agreement and the\nParallel Purchase  Agreement,  at any time, the undivided  percentage  ownership\ninterest  in (i) each and  every  Pool  Receivable  now  existing  or  hereafter\narising,  other than any Pool  Receivable  that arises on or after the  Facility\nTermination   Date,  (ii)  all  Related  Security  with  respect  to  such  Pool\nReceivables,  and (iii) all Collections  with respect to, and other proceeds of,\nsuch Pool Receivables and Related Security.  Such undivided  percentage interest\nshall be computed as\n\n                               C + DR + LR + SFR\n                               -----------------\n                                      NRB\n\n      where:\n\n            C           = the  Capital  of  the  Purchased  Interest  under  the\n                        Agreement  or  the  Parallel  Purchase   Agreement,   as\n                        applicable, at the time of computation.\n\n            DR          = the Discount  Reserve of the Purchased  Interest under\n                        the  Agreement or the Parallel  Purchase  Agreement,  as\n                        applicable, at the time of computation.\n\n            LR          = the Loss Reserve of the Purchased  Interest  under the\n                        Agreement  or  the  Parallel  Purchase   Agreement,   as\n                        applicable, at the time of computation.\n\n            SFR         = the Servicing  Fee Reserve of the  Purchased  Interest\n                        under the Agreement or the Parallel Purchase  Agreement,\n                        as applicable, at the time of computation.\n\n            NRB = the Net Receivables Pool Balance at the time of computation.\n\nThe separate  Purchased  Interest  under each of the  Agreement and the Parallel\nPurchase  Agreement  shall  be  determined  from  time to time  pursuant  to the\nprovisions  of  Section  1.3 of each of the  Agreement  and the  Parallel  Asset\nPurchase Agreement,  as applicable,  and a each such Purchased Interest shall be\ncomputed separately under each such agreement.\n\n            \"Purchaser\" has the meaning set forth in Section 5.3(b).\n\n            \"Rate Type\" means the Eurodollar Rate, the Base Rate or the CP Rate.\n\n            \"Rate Variance Factor\" means a number greater than one that reflects\nthe  potential  variance  in  selected  interest  rates  over a  period  of time\ndesignated by the Administrator, in the case of the Purchased Interest under the\nAgreement and the Parallel Purchase Administrator,  in the case of the Purchased\nInterest under the Parallel  Purchase  Agreement as reasonably  specified by the\nAdministrator or the Parallel Purchase Administrator, as applicable from time to\ntime,  notified to\n\n                                      I-21\n\n\nthe Seller and set forth in the Seller Report in accordance  with the provisions\nthereof;  provided that the \"Rate  Variance  Factor\" may be changed from time to\ntime upon at least five days' prior notice by the  Administrator or the Parallel\nPurchase Administrator, as applicable, to the Servicer.\n\n     \"Rated Long Term Debt\" means,  with respect to any Person, at any time, the\nlong-term,  senior,  unsecured,  noncredit-enhanced  debt of such Person that is\nrated by any nationally recognized statistical rating agency.\n\n     \"Rated Short Term Debt\" means, with respect to any Person, at any\ntime, the short-term, senior, unsecured,  noncredit-enhanced debt of such Person\nthat is rated by any nationally recognized statistical rating agency.\n\n     \"Receivable\"  means  any  indebtedness  and other  obligations  owed to any\nOriginator  or any rights of any  Originator  to payment from or on behalf of an\nObligor whether  constituting an account,  chattel paper,  instrument or general\nintangible,  arising  in  connection  with  the  sale or  lease  of goods or the\nrendering of services by such Originator,  and includes, without limitation, the\nobligation  to pay any finance  charges,  fees and other  charges  with  respect\nthereto.  Indebtedness and other  obligations  arising from any one transaction,\nincluding, without limitation, indebtedness and other obligations represented by\nan individual invoice or agreement,  shall constitute a Receivable separate from\na Receivable  consisting of the indebtedness and other obligations  arising from\nany other transaction.\n\n     \"Receivables   Pool\"  means  at  any  time  all  of  the  then  outstanding\nReceivables  sold or contributed to the Seller pursuant to the Purchase and Sale\nAgreement or the Subscription Agreement.\n\n     \"Reference Bank\" means Bank of America.\n\n     \"Related  Assets\" has the meaning set forth in Section 1.2 of the  Purchase\nand Sale Agreement.\n\n     \"Related Security\" means with respect to any Receivable:\n\n            (i)  all of  any  Originator's  interest  in  any  goods  (including\n      returned  goods),  and  documentation  or title evidencing the shipment or\n      storage of any goods  (including  returned  goods),  relating  to any sale\n      giving rise to such Receivable;\n\n            (ii) all other  security  interests  or liens and  property  subject\n      thereto from time to time purporting to secure payment of such Receivable,\n      whether  pursuant to the Contract related to such Receivable or otherwise,\n      together with all UCC financing statements or similar filings signed by an\n      Obligor relating thereto; and\n\n            (iii)  the  related   Contract  and  all  guaranties,   indemnities,\n      insurance and other agreements or arrangements of whatever  character from\n      time to  time  supporting  or  securing  payment  of  such  Receivable  or\n      otherwise  relating to such  Receivable  whether  pursuant to the Contract\n      related to such Receivable or otherwise.\n\n                                      I-22\n\n\n\n     \"Restricted  Payments\"  has the meaning  given  thereto in paragraph (m) of\nExhibit\nIV.\n\n     \"Sales-Based  Default  Ratio\" means the ratio  (expressed  as a percentage)\ncomputed as of each Month-End Date having (a) a numerator that is the sum of (i)\nthe aggregate  Outstanding Balance of Receivables that remained  outstanding 151\nto  180  days  after  their  respective  original  customer  billing  dates,  as\ndetermined  as of such  Month-End  Date,  plus  (ii) the  aggregate  Outstanding\nBalance of Receivables  that were written off as  uncollectible  during the most\nrecently  ended  calendar month and that, if not so written off, would have been\noutstanding  not more than 180 days after  their  respective  original  customer\nbilling  dates,  as  determined  as of that  Month-End  Date;  provided that for\nSolectron  Technology  for each  Month-End  Date  prior to  January  1, 1999 the\nnumerator  shall  be  the  sum of  (i)  the  aggregate  Outstanding  Balance  of\nReceivables  that remained  outstanding  61-90 days after their  respective  due\ndates,  as  determined  as of such  Month-End  Date,  plus  (ii)  the  aggregate\nOutstanding Balance of Receivables that were written off as uncollectible during\nthe most recently  ended  calendar  month and that, if not so written off, would\nhave been outstanding not more than 90 days after their respective due dates, as\ndetermined  as of  such  Month-End  Date,  and  (b) a  denominator  that  is the\naggregate  amount  payable  pursuant  to  invoices  giving  rise to  Receivables\n(without  giving  effect to any payments  received on such  invoices)  that were\ngenerated  by the  Originators  during  the  calendar  month that  occurred  six\ncalendar months prior to the calendar month ending on such Month-End Date.\n\n     \"Sales-Based  Dilution  Ratio\"  means,  for any calendar  month,  the ratio\n(expressed as a percentage) having (a) a numerator equal to the aggregate amount\nof payments owed by the Seller pursuant to Section 1.4(e) during such period and\n(b) a denominator  equal to the aggregate  amounts payable  pursuant to invoices\ngiving rise to Receivables  (without giving effect to any payments received with\nrespect to such  invoices)  that were  generated by the  Originators  during the\npreceding calendar month (so that, for example,  if the calendar month specified\nin clause (a)  corresponds  to the month of March,  the  calendar  month in this\nclause (b) would be the one corresponding to the month of February).\n\n     \"Seller\" has the meaning set forth in the preamble to the Agreement.\n\n     \"Seller Report\" means a report,  in form and substance  satisfactory to the\nAdministrator,  furnished by the Servicer to the  Administrator  pursuant to the\nAgreement.\n\n     \"Servicer\" has the meaning set forth in the preamble to the Agreement.\n\n     \"Servicer's  Fee Percentage\" has the meaning set forth in Section 1.5(d) of\nthe Purchase and Sale Agreement.\n\n     \"Servicing Fee\" shall mean the fee referred to in Section 4.6.\n\n     \"Servicing  Fee Reserve\" for the Purchased  Interest under the Agreement or\nthe  Parallel  Asset  Purchase  Agreement  at any time  means the sum of (i) the\nunpaid  Servicing Fee relating to the Purchased  Interest  under such  agreement\naccrued  to such  time,  plus (ii) an amount  equal to (a) the  Capital  of such\nPurchased  Interest at the time of computation  multiplied by (b) the product of\n(x) the percentage per annum at which the Servicing Fee is accruing on such date\nand (y)\n\n                                      I-23\n\n\n\na fraction  having as its numerator the product of (i) the Average  Maturity (as\nin effect on such date) times (ii) 2.0 and 360 as its denominator.\n\n     \"Settlement   Period\"  for  each  Portion  of  Capital  means  each  period\ncommencing  on the first day and ending on the last day of each Fixed Period for\nsuch  Portion of Capital  and, on and after the  Termination  Date,  such period\n(including,  without limitation,  a period of one day) as shall be selected from\ntime to time by the Administrator or, in the absence of any such selection, each\nperiod  of 30 days  from the last day of the  immediately  preceding  Settlement\nPeriod.\n\n     \"Solectron\" has the meaning set forth in the preamble to the Agreement.\n\n     \"Solectron  Credit  Agreement\"  shall mean the Credit Agreement dated as of\nMay 1, 1997, among Solectron, the banks party thereto, Bank of America, as agent\nand issuing bank, and  BancAmerica  Securities,  Inc., as arranger,  as amended,\nsupplemented or otherwise modified from time to time.\n\n     \"Solectron  Party\" means  Solectron  (whether  acting as an Originator,  as\nGuarantor or Servicer), Solectron California Corporation,  Solectron Technology,\nInc., the Seller or any of their respective Affiliates.\n\n     \"Solvent\"  means,  as to any Person at any time, that (a) the fair value of\nthe  property  of such  Person  is  greater  than the  amount  of such  Person's\nliabilities  (including  disputed,  contingent and unliquidated  liabilities) as\nsuch value is  established  and  liabilities  evaluated  for purposes of Section\n101(32)  of the  Bankruptcy  Code  and,  in the  alternative,  for  purposes  of\napplicable state fraudulent  conveyance law; (b) the present fair saleable value\nof the property of such Person is not less than the amount that will be required\nto pay the  probable  liability  of such  Person  on its  debts  as they  become\nabsolute and  matured;  (c) such Person is able to realize upon its property and\npay  its  debts  and  other  liabilities  (including  disputed,  contingent  and\nunliquidated  liabilities) as they mature in the normal course of business;  (d)\nsuch Person does not intend to, and does not believe  that it will,  incur debts\nor liabilities beyond such Person's ability to pay as such debts and liabilities\nmature; and (e) such Person is not engaged in business or a transaction,  and is\nnot  about to engage in  business  or a  transaction,  for which  such  Person's\nproperty would constitute unreasonably small capital.\n\n     \"Special  Obligor\"  means,  as of the date hereof,  International  Business\nMachines Corp.,  and thereafter,  shall include any other Obligor  designated as\nsuch in writing by the  Administrator  to the  Servicer,  until such time as the\nAdministrator  shall have  notified the Servicer in writing that such Obligor is\nno  longer  a  Special   Obligor   hereunder  (it  being   understood  that  the\nAdministrator  shall not  notify  the  Servicer  that an  Obligor is no longer a\nSpecial  Obligor  absent  a  good-faith  determination  on its  part  that  such\nObligor's credit has declined).\n\n     \"Standard &amp; Poor's\" or \"S&amp;P\" means  Standard &amp; Poor's  Rating  Services,  a\ndivision of The McGraw Hill Companies, Inc., or any successor thereto.\n\n\n                                      I-24\n\n\n\n     \"Subscription  Agreement\"  means  the  Subscription  Agreement  dated as of\nSeptember  17,  1997  between  Solectron   Funding   Corporation  and  Solectron\nCorporation  as the same may be  amended,  amended  and  restated  or  otherwise\nmodified in accordance with its terms.\n\n     \"Tangible  Net Worth\"  means total  stockholders'  equity  minus  goodwill,\npatents,  trade  names,  trade  marks,  copyrights,  franchises,  organizational\nexpense, deferred assets other than prepaid insurance and prepaid taxes and such\nother  assets  as are  properly  classified  as  \"intangible  assets\",  for  any\ncorporation  as determined  in accordance  with  generally  accepted  accounting\nprinciples.\n\n     \"Termination  Date\"  means the  earlier of (i) the  Business  Day which the\nSeller  so  designates  by  notice to the  Administrator  at least  five days in\nadvance and (ii) the Facility Termination Date.\n\n     \"Termination  Day\" means (i) each day on which the  conditions set forth in\nSection 2 of Exhibit II are not  satisfied  and (ii) each day which occurs on or\nafter the Termination Date.\n\n     \"Termination   Discount\"  means,  for  the  Purchased  Interest  under  the\nAgreement or the Parallel Purchase Agreement on any date, an amount equal to the\nRate Variance  Factor on such date  multiplied by the product of (i) the Capital\nof such  Purchased  Interest  on such date and (ii) the  product of (a) the Base\nRate for such Purchased Interest for a 30-day Fixed Period deemed to commence on\nsuch date and (b) a  fraction  having as its  numerator  the  product of (i) the\nAverage  Maturity  (as in effect  on such  date)  times  (ii) 2.0 and 360 as its\ndenominator.\n\n     \"Termination Event\" has the meaning specified in Exhibit V.\n\n     \"Termination  Fee\" means,  for any Fixed Period  during which a Termination\nDay occurs, the amount, if any, by which (i) the additional Discount (calculated\nwithout  taking into account any  Termination  Fee or any shortened  duration of\nsuch Fixed Period  pursuant to clause (c)(iv) of the  definition  thereof) which\nwould have accrued  during such Fixed Period on the reductions of Capital of the\nPurchased Interest relating to such Fixed Period had such reductions remained as\nCapital, exceeds (ii) the income, if any, received by the Issuer from the Issuer\ninvesting the proceeds of such reductions of Capital,  as reasonably  determined\nby the Administrator,  which  determination  shall be binding and conclusive for\nall purposes, absent manifest error.\n\n     \"Transaction  Documents\"  means  the  Agreement,   the  Purchase  and  Sale\nAgreement, the Lock-Box Agreements,  the Liquidity Asset Purchase Agreement, the\nInitial  Purchaser  Notes,  the Subscription  Agreement,  the Parallel  Purchase\nAgreement, the Intercreditor Agreement and all other certificates,  instruments,\nUCC financing  statements,  reports  required under the  Transaction  Documents,\nnotices and  agreements  executed or delivered  under or in connection  with the\nAgreement,  in each case as the same may be  amended,  amended  and  restated or\notherwise  modified from time to time in accordance with their  respective terms\nand, if applicable, in accordance with the terms of the Agreement.\n\n     \"UCC\" means the Uniform  Commercial  Code as from time to time in effect in\nthe applicable jurisdiction.\n\n                                     II-25\n\n\n\n     \"Unmatured  Termination Event\" means, with respect to the Purchase and Sale\nAgreement or the Agreement,  an event which,  with the giving of notice or lapse\nof time, or both, would  constitute a Purchase and Sale  Termination  Event or a\nTermination Event, as the case may be.\n\n     \"Welfare Plan\" means a \"welfare  plan\",  as such term is defined in Section\n3(1) of ERISA.\n\n      Other  Terms.  All  accounting  terms  not  specifically  defined  in  the\nAgreement or in any other Transaction  Document shall be construed in accordance\nwith generally accepted  accounting  principles.  All terms used in Article 9 of\nthe UCC in effect in the State of Illinois,  and not specifically defined in the\nAgreement or in any other  Transaction  Document,  are used herein as defined in\nsuch  Article  9.  Unless  the  context  otherwise  requires,  when  used in the\nAgreement  or in any  other  Transaction  Document,  \"or\"  means  \"and\/or\",  and\n\"including\"  (and with  correlative  meaning  \"include\"  and  \"includes\")  means\nincluding  without  limiting the  generality of any  description  preceding such\nterm.\n\n                                     I-26\n\n\n\n                                  EXHIBIT II\n\n                            CONDITIONS OF PURCHASES\n\n     1.  Conditions  Precedent  to the  Effectiveness  of  this  Agreement.  Any\npurchase under this  Agreement is subject to the  conditions  precedent that the\nAdministrator  shall have  received on or before the date of such  purchase  the\nfollowing,  each in form and substance (including the date thereof) satisfactory\nto the Administrator:\n\n     (a) A counterpart  of each of the  following,  duly executed by the parties\nthereto:  (i) of this  Agreement,  (ii)  Amendment  No. 1 to the Parallel  Asset\nPurchase  Agreement and (iii)  Amendment No. 4 to the Liquidity  Asset  Purchase\nAgreement.\n\n     (b) A duly executed counterpart of the Purchase and Sale Agreement.\n\n     (c) Certified  copies of (i) the  resolutions  of the Board of Directors of\neach of Solectron  Technology,  Inc. and the Seller  authorizing  the execution,\ndelivery,  and  performance  by  Solectron  Technology,  Inc.  and  the  Seller,\nrespectively,  of the Agreement and the other  Transaction  Documents,  (ii) all\ndocuments   evidencing   other  necessary   corporate  action  and  governmental\napprovals,  if any,  with  respect to the  Agreement  and the other  Transaction\nDocuments and (iii) the  certificate of  incorporation  and by-laws of Solectron\nTechnology, Inc.\n\n     (d) A  certificate  of the  Secretary or  Assistant  Secretary of Solectron\nTechnology,  Inc.,  certifying the names and true  signatures of the officers of\nSolectron  Technology,  Inc.,  authorized to sign the  Transaction  Documents to\nwhich it is party.  Until the  Administrator  receives a  subsequent  incumbency\ncertificate from Solectron Technology,  Inc., in form and substance satisfactory\nto the  Administrator,  the Administrator  shall be entitled to rely on the last\nsuch certificate delivered to it by Solectron Technology,  Inc., as the case may\nbe.\n\n     (e)  Acknowledgment  copies,  or time stamped receipt copies, of proper UCC\nfinancing  statements,  duly filed on or before the Effective Date under the UCC\nof all  jurisdictions  that the Administrator may deem necessary or desirable in\norder to perfect the interests of the Seller,  the  Administrator and the Issuer\ncontemplated by the Agreement and the Purchase and Sale Agreement.\n\n     (f)  Acknowledgment  copies,  or time  stamped  receipt  copies,  of proper\nfinancing  statements,  if any,  necessary to release all security interests and\nother rights of any Person in the  Receivables,  Contracts  or Related  Security\npreviously granted by the Seller and each Originator.\n\n     (g)  Completed  UCC  requests  for  information,  dated  on or  before  the\nEffective Date, listing the financing  statements  referred to in subsection (e)\nabove and all other effective  financing  statements filed in the  jurisdictions\nreferred to in  subsection  (e) above that name the Seller or an  Originator  as\ndebtor,  together with copies of such other financing  statements (none of which\nshall cover any Receivables,  Contracts or Related Security), and similar search\nreports  with  respect to federal  tax liens and liens of the PBGC and  judgment\nliens in such  jurisdictions as the\n\n                                      II-1\n\n\n\nAdministrator  may  request,  showing no such  liens on any of the  Receivables,\nContracts or Related Security.\n\n     (h) Copies of executed Lock-Box Agreements with the Lock-Box Banks.\n\n     (i) A favorable  opinion of Wilson Sonsini  Goodrich &amp; Rosati,  counsel for\nSolectron California  Corporation,  Solectron  Technology,  Inc., the Seller and\nSolectron  Corporation  (as an  Originator,  as Servicer and  Guarantor),  as to\ncorporate matters,  security interests (including perfection and priority),  and\nas to such other matters as the Administrator may reasonably request.\n\n     (j) A favorable opinion of Murphy Sheneman Julian &amp; Rogers, as to true sale\nand substantive consolidation.\n\n     (k) Satisfactory results of a review and audit of each Originator's and the\nServicer's  collection,  operating and reporting systems,  Credit and Collection\nPolicy, historical receivables data and accounts, including satisfactory results\nof a review of each  Originator's and the Servicer's  operating  location(s) and\nsatisfactory review and approval of the Eligible Receivables in existence on the\ndate of the initial purchase under the Agreement.\n\n     (l)  A  completed  Seller  Report   representing  the  performance  of  the\nReceivables for the month prior to closing.\n\n     (m) Evidence of payment by each Originator, Solectron and the Seller of all\naccrued and unpaid fees (including  those  contemplated by the letter  agreement\nreferred  to in Section  1.5),  costs and  expenses  to the extent  then due and\npayable on the date thereof,  together with Attorney Costs of the  Administrator\nto the extent invoiced prior to or on such date, plus such additional amounts of\nAttorney Costs as shall constitute the  Administrator's  reasonable  estimate of\nAttorney Costs incurred or to be incurred by it through the closing  proceedings\n(provided  that such estimate  shall not  thereafter  preclude final settling of\naccounts between such Persons and the  Administrator)  and, without limiting the\nforegoing,  including  any  such  costs,  fees  and  expenses  arising  under or\nreferenced in Section 5.4.\n\n     (n)  A  letter   agreement   between  the  Seller  and  the   Administrator\ncontemplated by Section 1.5.\n\n     (o) The Initial Purchaser Notes.\n\n     (p) Good standing certificates with respect to each of Solectron California\nCorporation,  Solectron Technology,  Inc., the Seller and the Servicer issued by\nthe  Secretaries of the States of California and (with respect to the Seller and\nSolectron) Delaware.\n\n     (q) A certificate  from an officer of Solectron  Corporation  to the effect\nthat the Seller has a Tangible Net Worth of at least $30,000,000.\n\n     (r) Such other approvals, opinions or documents as the Administrator\nor Purchasers may reasonably request.\n\n                                      II-2\n\n\n\n            2.  Conditions  Precedent to All Purchases and  Reinvestments.  Each\npurchase  and each  reinvestment  shall be  subject  to the  further  conditions\nprecedent that:\n\n            (a) in the case of each purchase,  the Servicer shall have delivered\nto the  Administrator  on or  prior  to such  purchase,  in form  and  substance\nsatisfactory to the Administrator, a completed Seller Report with respect to the\nimmediately  preceding calendar month, dated within 10 days prior to the date of\nsuch  purchase  together with a listing by Obligor of all  Receivables  and such\nadditional information as may reasonably be requested by the Administrator;\n\n            (b) on the  date of such  purchase  or  reinvestment  the  following\nstatements  shall be true (and  acceptance  of the proceeds of such  purchase or\nreinvestment  shall be deemed a  representation  and warranty by the Seller that\nsuch statements are then true):\n\n            (i) the representations and warranties  contained in paragraphs (e),\n      (f), (h), (i), (j), (k), (o), (q), (r) and (t) of Exhibit III are true and\n      correct on and as of the date of such purchase or  reinvestment  as though\n      made on and as of such date; and\n\n            (ii) no event has occurred and is  continuing,  or would result from\n      such purchase or  reinvestment,  that  constitutes a Termination  Event or\n      that would  constitute a Termination  Event but for the  requirement  that\n      notice be given or time elapse or both; and\n\n            (c) the  Administrator  shall have  received  such other  approvals,\nopinions or documents as it may reasonably request.\n\n                                      II-3\n\n\n                             EXHIBIT III\n\n                        REPRESENTATIONS AND WARRANTIES\n\n            Each of the Seller and the Servicer,  Sub-Servicers,  represents and\nwarrants as follows with  respect to itself and its  respective  properties,  as\napplicable:\n\n            (a) It is a corporation duly  incorporated,  validly existing and in\ngood standing under the laws of the  jurisdiction  under which it was organized,\nand is duly  qualified  to do  business  and is in good  standing in every other\njurisdiction  where the failure to so qualify  could  reasonably  be expected to\nresult  in a  material  adverse  effect  on its  business,  assets,  operations,\nprospects  or  condition,  financial  or  otherwise,  and  those  of  any of its\nsubsidiaries  taken as a whole, its ability to perform its obligations under the\nAgreement, or the rights of or benefits available under any Transaction Document\nto the Issuer or the Administrator.\n\n            (b) The execution,  delivery and  performance by it of the Agreement\nand the other Transaction  Documents to which it is a party,  including,  in the\ncase  of the  Seller,  the  Seller's  use  of  the  proceeds  of  purchases  and\nreinvestments,  (i) are  within  its  corporate  powers,  (ii)  have  been  duly\nauthorized by all necessary corporate action,  (iii) do not contravene or result\nin a default under or conflict with (1) its charter or by-laws, (2) any material\nlaw,  rule or  regulation  applicable  to it,  (3) any  contractual  restriction\nbinding on or affecting it or its property  (including,  without  limitation the\nSolectron Credit Agreement) or (4) any order, writ, judgment,  award, injunction\nor decree  binding on or affecting the Seller or its  property,  and (iv) do not\nresult in or require the  creation of any Adverse  Claim upon or with respect to\nany of its  properties.  The  Agreement and the other  Transaction  Documents to\nwhich it is a party have been duly executed and delivered by it.\n\n            (c) No  authorization or approval or consent or other action by, and\nno notice to or filing  with,  any  Governmental  Authority  or other  Person is\nrequired for the due execution,  delivery and performance by it of the Agreement\nor any other Transaction Document to which it is a party.\n\n            (d) Each of the  Agreement  and the other  Transaction  Documents to\nwhich it is a party  constitutes the legal,  valid and binding  obligation of it\nenforceable against it in accordance with its terms.\n\n            (e) The balance  sheets of Solectron and its  subsidiaries,  in each\ncase as at September 30, 1998, and the related statements of income and retained\nearnings  of the  Servicer  and its  subsidiaries,  in each case for the  fiscal\nperiod then ended,  copies of which have been  furnished  to the  Administrator,\nfairly present the financial condition of the Servicer and its subsidiaries,  as\nat  such  date  and  the  results  of the  operations  of the  Servicer  and its\nsubsidiaries,  for  the  period  ended  on such  date,  all in  accordance  with\ngenerally accepted accounting  principles  consistently  applied,  and since the\napplicable  date of each such balance  sheets and related  statements  there has\nbeen no  material  adverse  change  in the  business,  operations,  property  or\nfinancial  or other  condition  or  operations  of the  Servicer,  or any of its\nsubsidiaries,  the ability of the Servicer to perform its obligations  under the\nAgreement or the other Transaction  Documents or, in the case of the Seller,\n\n                                     III-1\n\n\n \nthe collectibility of the Receivables,  or which affects the legality,  validity\nor enforceability of the Agreement or the other Transaction Documents.\n\n            (f) There is no pending or threatened action or proceeding affecting\nthe Seller or the  Servicer or the  Sub-Servicers  or any of their  subsidiaries\nbefore any  Governmental  Authority  or  arbitrator  (x) which could  materially\nadversely affect (i) the business, operations, prospects, property, financial or\nother  condition  or  operations  of  the  Seller  or  the  Servicer  or  either\nSub-Servicer or any of their subsidiaries, (ii) the ability of the Seller or the\nServicer or either  Sub-Servicer to perform its obligations  under the Agreement\nor the other  Transaction  Documents,  (iii) the ability of Solectron to pay its\nobligations  under the Solectron Credit Agreement or (iv) the  collectibility of\nthe  Receivables,  or (y) which  affects or  purports  to affect  the  legality,\nvalidity or enforceability of the Agreement or the other Transaction Documents.\n\n            (g) No proceeds of any  purchase or  reinvestment  in respect of the\nPurchased  Interest will be used to acquire any equity security of a class which\nis  registered  or  required  to be  registered  pursuant  to  Section 12 of the\nSecurities Exchange Act of 1934.\n\n            (h) The  Seller  is the  legal  and  beneficial  owner  of the  Pool\nReceivables  and  Related   Security,   subject  to  the  interest  of  (i)  the\nAdministrator  on its behalf  and on behalf of the Issuer and the (ii)  Parallel\nPurchase  Administrator,  on its behalf and on behalf of the Parallel Purchasers\ntherein,   free  and  clear  of  any  Adverse  Claim;   upon  each  purchase  or\nreinvestment, the Administrator, on its behalf and on behalf of the Issuer shall\nacquire  a  valid  and  enforceable  perfected  undivided  percentage  ownership\ninterest,  to the extent of the Purchased Interest, in each Pool Receivable then\nexisting or thereafter  arising and in the Related Assets with respect  thereto,\nfree and clear of any Adverse Claim; the Agreement  creates a security  interest\nin favor of the  Administrator,  on its  behalf  and on behalf of the  Issuer in\nSeller's  right,  title and  interest  in, to and under the items  described  in\nSection  1.2(d),  and the  Administrator,  on its  behalf  and on  behalf of the\nIssuer,,  has a first priority  perfected  security interest in such items, free\nand clear of any Adverse  Claims.  Each  Receivable  constitutes an \"account\" as\nsuch term is defined  in the UCC.  No  effective  financing  statement  or other\ninstrument  similar in effect  covering any Contract or any Pool  Receivable  or\nRelated Asset or any Lock Box Account (or other items covered by Section  1.2(d)\nof the  Agreement)  is on file in any  recording  office,  except those filed in\nfavor of (i) the  Administrator  on its  behalf  and on behalf of the Issuer and\n(ii) the Parallel Asset Purchase  Administrator,  on its behalf and on behalf of\nthe  Parallel  Purchasers,  relating  to the  Agreement  or the  Parallel  Asset\nPurchase Agreement or otherwise permitted by the Transaction Documents.\n\n            (i) Each  Seller  Report  (if  prepared  by the Seller or one of its\nAffiliates,  or to the extent that information  contained therein is supplied by\nthe  Seller  or  an  Affiliate),   information,  exhibit,  financial  statement,\ndocument,  book, record or report furnished or to be furnished at any time by or\non behalf of the Seller to the Administrator in connection with the Agreement is\nor will be  accurate  in all  material  respects  as of its date or  (except  as\notherwise  disclosed  to the  Administrator  at  such  time)  as of the  date so\nfurnished,  and no such item contains or will contain any untrue  statement of a\nmaterial fact or omits or will omit to state a material fact  necessary in order\nto make the  statements  contained  therein,  in the light of the  circumstances\nunder which they were made, not misleading.\n\n                                     III-2\n\n\n\n\n            (j) The principal place of business and chief  executive  office (as\nsuch terms are used in the UCC) of the  Seller  and the office  where the Seller\nkeeps its records concerning the Receivables are located at the address referred\nto in paragraph (b) of Exhibit IV.\n\n            (k) The names and addresses of all the Lock-Box Banks, together with\nthe account  numbers of the Lock-Box  Accounts,  are specified in Schedule II to\nthe Agreement (or at such other  Lock-Box  Banks and\/or with such other Lock-Box\nAccounts  as have been  notified to the  Administrator  in  accordance  with the\nAgreement).  The  Lock-Box  Banks  have  complied  with all of the  terms of the\nLock-Box Agreements.\n\n            (l) It is not in violation of any order of any court,  arbitrator or\nGovernmental Authority.\n\n            (m)  Neither  it nor  any of its  Affiliates  of has any  direct  or\nindirect ownership or other financial interest in the Issuer.\n\n            (n) No proceeds of any purchase or reinvestment will be used for any\npurpose that violates any applicable law, rule or regulation, including, without\nlimitation, Regulation U of the Federal Reserve Board.\n\n            (o) Each Pool Receivable  included as an Eligible  Receivable in the\ncalculation  of the Net  Receivables  Pool  Balance,  exists and is an  Eligible\nReceivable as of the date of such calculation.\n\n            (p) No event has occurred and is continuing,  or would result from a\npurchase in respect of, or reinvestment in respect of the Purchased  Interest or\nfrom the application of the proceeds therefrom,  which constitutes a Termination\nEvent.\n\n            (q) The Seller has accounted  for each sale of undivided  percentage\nownership  interests in  Receivables  in its books and  financial  statements as\nsales, consistent with Generally Accepted Accounting Principles.\n\n            (r) It has  complied in all  material  respects  with the Credit and\nCollection Policy with regard to each Pool Receivable.\n\n            (s) It has complied with all of the terms,  covenants and agreements\ncontained in the Agreement and the other Transaction Documents and applicable to\nit.\n\n            (t) It is Solvent;  and at the time of (and immediately  after) each\npurchase and reinvestment by the Purchaser, it shall have been Solvent.\n\n            (u)  The  Seller's  complete  corporate  name  is set  forth  in the\npreamble  to the  Agreement,  and the Seller does not use and has not during the\nlast six years used any other corporate name, trade name, doing business name or\nfictitious name,  except as set forth on Schedule III and except for names first\nused after the date of the Agreement and set forth in a notice  delivered to the\nAdministrator pursuant to paragraph (b)(ii) of Exhibit IV.\n\n\n                                     III-3\n\n\n\n            (v) The  Seller is not,  and is not  controlled  by, an  \"investment\ncompany\"  registered or required to be registered  under the Investment  Company\nAct of 1940, as amended.\n\n                                     III-4\n\n\n                                   EXHIBIT IV\n\n                                   COVENANTS\n\n\n      Covenants of the Seller,  Sub-Servicers and the Servicer. Until the latest\nof the Facility Termination Date, the date on which no Capital of or Discount in\nrespect of the Purchased  Interest shall be  outstanding  and the date all other\namounts  (other  than in respect of  unasserted  indemnity  claims)  owed by the\nSeller  under the  Agreement  or the Parallel  Asset  Purchase  Agreement to the\nIssuer, the  Administrator,  the Parallel Purchase  Administrator,  any Parallel\nPurchaser  and any  PPA-Related  Person or other  Indemnified  Party or Affected\nPerson shall be paid in full (such  latest date being  referred to as the \"Final\nPayout Date\"), each of the Seller, the Servicer and the Sub-Servicers  covenants\nand agrees, with respect to itself, unless otherwise indicated, as follows:\n\n            (a)  Compliance  with Laws,  Etc.  It shall  comply in all  material\nrespects with all applicable laws, rules,  regulations and orders,  and preserve\nand maintain its corporate existence,  rights, franchises,  qualifications,  and\nprivileges  except to the extent  that the  failure so to comply with such laws,\nrules and regulations or the failure so to preserve and maintain such existence,\nrights,  franchises,   qualifications,   and  privileges  would  not  materially\nadversely affect the  collectibility of the Receivables or the enforceability of\nany related Contract or its ability to perform its obligations under any related\nContract or under the Agreement.\n\n            (b) Offices, Records and Books of Account; Change of Name, Identity,\nCorporate Structure; Etc. In the case of the Seller, it\n\n            (i) shall keep its principal  place of business and chief  executive\n      office (as such  terms are used in the UCC) and the office  where it keeps\n      its records  concerning the Receivables at the address set forth under its\n      name on the  signature  page to the  Agreement  or, upon at least 30 days'\n      prior written  notice of a proposed  change to the  Administrator,  at any\n      other locations in jurisdictions where all actions reasonably requested by\n      the   Administrator   to  protect  and  perfect  the   interests   of  the\n      Administrator  and  the  Issuer  in  the  Receivables  and  related  items\n      (including  without limitation the items described in Section 1.2(d)) have\n      been taken and completed; and\n\n            (ii) shall provide the Administrator  with at least 30 days' written\n      notice  prior to making any change in its name or making any other  change\n      in its identity or corporate  structure  (including a merger)  which could\n      render any UCC financing statement filed in connection with this Agreement\n      \"seriously misleading\" as such term is used in the UCC; each notice to the\n      Administrator  pursuant to this  sentence  shall set forth the  applicable\n      change and the effective date thereof.\n\n            Each of the  Seller,  Servicer,  and  the  Sub-Servicers  also  will\nmaintain and  implement  administrative  and  operating  procedures  (including,\nwithout  limitation,  an ability to recreate records  evidencing the Receivables\nand related  Contracts  that it services in the event of the  destruction of the\noriginals  thereof),  and keep  and  maintain  all  documents,  books,  records,\ncomputer tapes and disks and other information reasonably necessary or advisable\nfor the  collection  of the  Receivables\n\n                                      IV-1\n\n\nthat it services (including,  without limitation, records adequate to permit the\ndaily  identification  of each Receivable and all Collections of and adjustments\nto each existing Receivable).\n\n            (c)  Performance  and  Compliance  with  Contracts  and  Credit  and\nCollection  Policy.  Each of the Servicer and the  Sub-Servicers  shall,  at its\nexpense,  cause the  Originator  whose  accounts it services to timely and fully\nperform and comply with all material  provisions,  covenants and other  promises\nrequired to be observed by such  Originator  under the Contracts  related to the\nPool Receivables,  and timely and fully comply in all material respects with the\nCredit and  Collection  Policy  with regard to each  Receivable  and the related\nContract.\n\n            (d)  Ownership  Interest,  Etc. It shall,  at its expense,  take all\naction  necessary or desirable to establish and maintain a valid and enforceable\nand  perfected  undivided  ownership  interest,  to the extent of the  Purchased\nInterest,  in the Pool  Receivables and the Related Assets with respect thereto,\nand a first  priority  perfected  security  interest in the items  described  in\nSection  1.2(d),  in each case free and clear of any Adverse Claim,  in favor of\nthe  Administrator and the Issuer,  including,  without  limitation,  filing UCC\nfinancing  statements  and taking such other action to perfect,  protect or more\nfully  evidence  the  interest  of the  Administrator  and the Issuer  under the\nAgreement as the  Administrator or the Issuer,  through the  Administrator,  may\nreasonably request.\n\n            (e)  Sales,  Liens,  Etc.  The  Seller  shall not sell,  assign  (by\noperation of law or otherwise)  or otherwise  dispose of, or create or suffer to\nexist  any  Adverse  Claim  (except  in favor  of the  Issuer  and the  Parallel\nPurchasers) upon or with respect to, any or all of its right,  title or interest\nin,  to or  under,  any item  described  in  Section  1.2(d)  including  without\nlimitation the Seller's undivided interest in any Receivable,  Related Security,\nor Collections,  or upon or with respect to any account to which any Collections\nof any Pool  Receivables  are sent,  or assign  any right to  receive  income in\nrespect of any items contemplated by this paragraph (e).\n\n            (f)  Extension or Amendment  of  Receivables.  Except as provided in\nSection 4.2(a) of the Agreement,  it shall not extend the maturity or adjust the\nOutstanding  Balance or  otherwise  modify the terms of any Pool  Receivable  or\namend, modify or waive any term or condition of any related Contract.\n\n            (g) Change in Business or Credit and Collection Policy. It shall not\nmake any material  change in the  character of its business or in the Credit and\nCollection  Policy,  that  would  adversely  affect  the  collectibility  of the\nReceivables Pool or the enforceability of any related Contract or the ability of\neach  Originator to perform its  obligations  under any related  Contract or the\nability of each  Seller or the  Servicer to perform  its  obligations  under the\nAgreement without the prior written consent of the Administrator.\n\n            (h)  Audits.  It shall,  from time to time during  regular  business\nhours  with  prior  written  notice  to  it  as  reasonably   requested  by  the\nAdministrator,  permit the Administrator, or its agents or representatives,  (i)\nto examine and make  copies of and make  abstracts  from all books,  records and\ndocuments  (including,  without  limitation,  computer  tapes and  disks) in the\npossession or under its control  relating to Receivables  and the Related Assets\n(including,  without  limitation,  the  related  Contracts  and any such  books,\nrecords and  documents  relating to the  identification  of Obligors and agings,\ncharge-offs,  offsets and  delinquencies of Receivables),  and (ii) to visit its\n\n                                      IV-2\n\n\n\noffices and properties for the purpose of examining such materials  described in\nclause (i) above, and to discuss matters relating to Receivables and the Related\nAssets  or its  performance  hereunder  or under the  Contracts  with any of its\nofficers, employees, agents or contractors having knowledge of such matters.\n\n            (i)  Change  in  Lock-Box  Banks,   Lock-Box  Accounts  and  Payment\nInstructions  to Obligors.  It shall not add or terminate any bank as a Lock-Box\nBank or any account as a Lock-Box  Account  from those  listed in Schedule II to\nthe  Agreement,  or make any change in its  instructions  to Obligors  regarding\npayments to be made to any Lock-Box Account (or related post office box), unless\nthe Administrator  shall have consented thereto in writing and the Administrator\nshall have received  copies of all agreements and documents  (including  without\nlimitation Lock-Box Agreements) that it may request in connection therewith.\n\n            (j)  Deposits to Lock-Box  Accounts.  Each of the  Servicer  and the\nSub-Servicers  shall (i) instruct the Obligors,  whose accounts it services,  to\nmake payments of all  Receivables  only to one or more  Lock-Box  Accounts or to\npost office  boxes which are covered by a Lock-Box  Agreement  and to which only\nLock-Box  Banks have  access,  provided  that,  consistent  with its  efforts to\nmaximize  Collections and its month-end collection practices in effect as of the\ndate of the Agreement,  it may permit the Obligors,  whose accounts it services,\nto make payments on Receivables directly to the applicable Originator so long as\nthe Rated Long Term Debt of Solectron is Investment  Grade or otherwise with the\nprior written consent of the Administrator, (ii) instruct and cause the Lock-Box\nBank,  with whom it entered  into a Lock-Box  Agreement,  to cause all items and\namounts  relating to such  Receivables  received in such post office boxes to be\nremoved  and  deposited  into a  Lock-Box  Account on a daily  basis,  and (iii)\ndeposit, or cause to be deposited,  any Collections of Pool Receivables received\nby it into  Lock-Box  Accounts not later than three  Business Days after receipt\nthereof.  It will not deposit or otherwise  credit,  or cause or permit to be so\ndeposited or credited,  to any Lock-Box Account cash or cash proceeds other than\nCollections  of Pool  Receivables  or interest  accruing on amounts held in such\naccounts.\n\n            (k) Marking of Records.  It shall,  at its expense,  mark its master\ndata processing  records  relating to Pool  Receivables  and related  Contracts,\nincluding  with a legend  evidencing  that the  undivided  percentage  ownership\ninterests with regard to the Purchased  Interest related to such Receivables and\nrelated Contracts have been sold in accordance with the Agreement.\n\n            (l)   Reporting   Requirements.   Servicer   shall  provide  to  the\nAdministrator  (in  multiple  copies,  if requested  by the  Administrator)  the\nfollowing:\n\n            (i) as soon as  available  and in any event within 45 days after the\n      end of the first three  quarters  of each  fiscal year of the Seller,  the\n      Servicer,  and the Sub-Servicers,  balance sheets of Solectron,  Solectron\n      California Corporation,  Solectron Technology, Inc., and the Seller and of\n      Solectron and its  subsidiaries  on a consolidated  basis as of the end of\n      such quarter,  and  statements of income and retained  earnings of each of\n      Solectron,  Solectron  California  Corporation  and Solectron  Technology,\n      Inc.,   individually,   and  of  Solectron  and  its   subsidiaries  on  a\n      consolidated  basis, for the period  commencing at the end of the previous\n      fiscal  year and ending  with the end of such  quarter,  certified  by the\n      chief  financial  officer\n\n                                      IV-3\n\n\n\n\n     of each of Solectron California  Corporation,  Solectron Technology,  Inc.,\n     the Seller and Solectron;\n\n            (ii) as soon as available  and in any event within 90 days after the\n      end of each fiscal year of Solectron, a copy of the annual report for such\n      year for Solectron and its subsidiaries,  containing  financial statements\n      for such year audited by KPMG Peat Marwick or other independent  certified\n      public accountants of national reputation;\n\n            (iii) as soon as available and in any event not later than the tenth\n      calendar  day of each  month or, if such day is not a  Business  Day,  the\n      first  Business  Day  thereafter,  a  Seller  Report  as of  the  previous\n      Month-End Date;\n\n            (iv) on the first  Business Day of each calendar week, a report with\n      respect to Solectron's, Solectron Technology's, and Solectron California's\n      accounts  payable as of the last  Business Day of the  preceding  week, in\n      form and substance satisfactory to the Administrator, however, such report\n      will not be  required  of  Solectron  if the rating on its Rated Long Term\n      Debt is Investment Grade;\n\n            (v) as soon as possible  and in any event within five days after the\n      occurrence of each  Termination  Event or event which,  with the giving of\n      notice or lapse of time, or both, would constitute a Termination  Event, a\n      statement  of the chief  financial  officer of the  Servicer,  the Seller,\n      Solectron California  Corporation,  or Solectron Technology,  Inc. setting\n      forth details of such  Termination  Event or event and the action that the\n      Seller or Solectron California Corporation,  or Solectron Technology, Inc.\n      as the case may be, has taken and proposes to take with respect thereto;\n\n            (vi)  promptly  after the sending or filing  thereof,  copies of all\n      reports that the Servicer, the Seller,  Solectron California  Corporation,\n      or  Solectron  Technology,  Inc. or any of their  respective  subsidiaries\n      sends to any of its  security  holders,  and  copies  of all  reports  and\n      registration statements that the Seller, Solectron California Corporation,\n      Solectron,  or  Solectron  Technology,  Inc.,  or any of their  respective\n      subsidiaries  files with the  Securities  and Exchange  Commission  or any\n      national securities exchange;\n\n            (vii) promptly after the filing or receiving thereof,  copies of all\n      reports and notices that the Seller, Solectron California Corporation,  or\n      Solectron  Technology,  Inc., Solectron or any Affiliate files under ERISA\n      with the Internal  Revenue  Service or the PBGC or the U.S.  Department of\n      Labor or that the Seller,  Solectron California Corporation,  or Solectron\n      Technology,  Inc.,  Solectron or any  Affiliate  receives  from any of the\n      foregoing  or from any  multiemployer  plan (within the meaning of Section\n      4001(a)(3)   of  ERISA)  to  which  the   Seller,   Solectron   California\n      Corporation, Solectron, or Solectron Technology, Inc., or any Affiliate is\n      or was, within the preceding five years, a contributing  employer, in each\n      case in respect of the  assessment of withdrawal  liability or an event or\n      condition  which could,  in the  aggregate,  result in the  imposition  of\n      liability  on the  Seller,  Solectron  California  Corporation,  Solectron\n      and\/or any such Affiliate in excess of $5,000,000;\n\n\n                                      IV-4\n\n\n\n            (viii) at least  thirty days prior to any change in the  Seller's or\n      an Originator's  name, or any other change  requiring the amendment of UCC\n      financing  statements  or the filing of new UCC  financing  statements  in\n      order to maintain the  perfection  and  priority of the security  interest\n      granted  pursuant to Section 1.2 of the Agreement,  a notice setting forth\n      such changes and the effective date thereof;\n\n            (ix)  such  other  information  respecting  the  Receivables  or the\n      condition or operations,  financial or otherwise, of the Seller, Solectron\n      California Corporation, or Solectron Technology, Inc., Solectron or any of\n      their  respective  Affiliates as the  Administrator  may from time to time\n      reasonably request;\n\n            (x)  promptly  after the Seller or the  Servicer  obtains  knowledge\n      thereof,  notice of any (a) litigation,  investigation or proceeding which\n      may exist at any time involving any Solectron  Party and any  Governmental\n      Authority which, if not cured or if adversely determined,  as the case may\n      be, would have a material adverse effect (i) on the business,  operations,\n      property  or  financial  or other  condition  of  Solectron  or any of its\n      subsidiaries  or  (ii)  upon  the  ability  of  Solectron  or  any  of its\n      subsidiaries to pay any Indebtedness or (iii) upon the Receivables Pool or\n      (iv) upon the Seller's receipt of or right to receive Collections;  or (b)\n      litigation or  proceeding  adversely  affecting any Solectron  Party or in\n      which  the  amount  involved  is  $5,000,000  or more and not  covered  by\n      insurance  or in which  injunctive  or  similar  relief  is  sought or (c)\n      litigation or proceeding relating to any Transaction Document; and\n\n            (xi) promptly  after the  occurrence  thereof,  notice of a material\n      adverse change in the business, operations, property or financial or other\n      condition of the Seller or any other Solectron Party.\n\n            (m)   General Restrictions.  On and after the Effective Date,\n\n            (i) Restricted Payments. the Seller shall not (A) pay or declare any\n      Dividend,  (B) lend or  advance  any  funds,  or (C)  repay  any  loans or\n      advances to, for or from any Solectron  Party, or (D) make any payments in\n      respect of the purchase price of Receivables  and Related Assets under the\n      Purchase and Sale Agreement,  except in accordance with clause (o) of this\n      Exhibit  IV and this  clause  (m).  Actions of the type  described  in the\n      preceding sentence are herein collectively called \"Restricted Payments\";\n\n            (ii) Types of Permitted  Payments.  subject to the  limitations  set\n      forth in clause (o) below, the Seller may declare and pay Dividends to any\n      shareholder  provided,  that  payment of such  Dividends  must comply with\n      applicable law; and provided, further, that Dividends may not be paid more\n      frequently than permitted by applicable law;\n\n            (iii)  Additional  Specific   Restrictions.   the  Seller  may  make\n      Restricted Payments only out of Collections paid or released to the Seller\n      pursuant to Sections  1.4(b)(ii) or 1.4(b)(iv) of the Agreement,  from the\n      proceeds of any Purchased  Interest,  from the original paid in capital of\n      the  Seller,  or from other net income of the Seller;  provided,  however,\n      that the Seller shall not pay, make or declare;\n\n                                      IV-5\n\n\n\n                  (A) any Dividend if, after giving effect thereto, the Seller's\n            Tangible Net Worth would be less than $30,000,000;\n\n                  (B) any Restricted  Payment if, after giving effect thereto, a\n            Termination Event or Unmatured Termination Event shall have occurred\n            and be continuing; or\n\n                  (C) any  Restricted  Payment if, after giving effect  thereto,\n            the Seller would not be Solvent.\n\n            (n) ERISA Matters.  Solectron shall notify the Administrator as soon\nas is  practicable  and in any event not later than two Business  Days after (i)\nthe  institution of any steps by it or any other Person to terminate any Pension\nPlan which is not fully funded, unless adequate reserves have been set aside for\nthe funding  thereof,  (ii) the failure to make a required  contribution  to any\nPension Plan if such failure is  sufficient to give rise to a lien under section\n302(f) of ERISA,  (iii) the taking of any action with  respect to a Pension Plan\nwhich could result in the requirement that any Solectron Party furnish a bond or\nother  security to the PBGC or such Pension Plan or (iv) the  occurrence  of any\nother event concerning any Pension Plan which is reasonably  likely to result in\na material adverse effect on the business, operations,  property or financial or\nother condition of any Solectron Party.\n\n            (o) Mergers, Acquisitions,  Sales, Investments, etc. Solectron shall\ncause the Seller not to:\n\n            (i) be a party  to any  merger  or  consolidation,  or  directly  or\n      indirectly  purchase or otherwise  acquire all or substantially all of the\n      assets or any stock of any class of, or any  partnership  or joint venture\n      interest in, any other Person,\n\n            (ii) sell,  transfer,  convey or lease any of its assets  other than\n      pursuant to or the Parallel Purchase  Agreement or as expressly  permitted\n      by this Agreement, or\n\n            (iii)  make,  incur or  suffer to exist any  investment  in,  equity\n      contribution  to, loan or advance to, or payment  obligation in respect of\n      the deferred purchase price of property from, any other Person,  except as\n      expressly  contemplated  by this  Agreement  and,  the  Purchase  and Sale\n      Agreement and the Parallel Asset Purchase Agreement.\n\n\n                                      IV-6\n\n\n\n                                   EXHIBIT V\n\n                              TERMINATION EVENTS\n\n\n      Each of the following shall be a \"Termination Event\":\n\n      (a) The Servicer  shall fail to deliver the Seller Report  pursuant to the\nAgreement  or the Parallel  Purchase  Agreement  and such  failure  shall remain\nunremedied  for five  days,  or (ii) the Seller  shall fail to make any  payment\nrequired under the Agreement or the Parallel Purchase Agreement and such failure\nshall remain unremedied for two Business Days; or\n\n      (b) The Servicer shall fail (i) to transfer to any successor Servicer when\nrequired  any  rights,  pursuant  to  the  Agreement  or the  Parallel  Purchase\nAgreement,  which the  Servicer  then has, or (ii) to make any payment  required\nunder the Agreement or the Parallel Purchase Agreement; or\n\n      (c) Any  representation or warranty made or deemed made by the Seller, the\nServicer or either  Sub-Servicer (or any of their respective  officers) under or\nin  connection  with the  Agreement  or any other  Transaction  Document  or any\ninformation  or  report  delivered  by  the  Seller,   the  Servicer  or  either\nSub-Servicer  pursuant to the  Agreement  shall prove to have been  incorrect or\nuntrue in any material respect when made or deemed made or delivered; or\n\n      (d) The Seller or the  Servicer  shall fail to perform or observe  (i) any\nterm,  covenant or agreement  contained in  paragraphs  (d), (e), (f), (g), (i),\n(j),  (m), (n) or (o) of Exhibit IV to the  Agreement  or the Parallel  Purchase\nAgreement and, in the case of any such failure with respect to paragraphs (i) or\n(j) that is solely  the  result of the  termination  of the  applicable  Lockbox\nAgreement  by Bank of  America  National  Trust and  Savings  Association,  such\nfailure shall remain unremedied for fourteen (14) days, (ii) any term,  covenant\nor agreement  contained in paragraph  (l) of Exhibit IV to the  Agreement or the\nParallel  Purchase  Agreement and such failure shall remain  unremedied for five\ndays, or (iii) any other term,  covenant or agreement contained in the Agreement\nor the Parallel Purchase Agreement or any other Transaction Document on its part\nto be performed or observed and any such  failure  shall remain  unremedied  for\nthirty (30) days; or\n\n      (e) Any  Solectron  Party shall be in default  with respect to any payment\n(whether or principal or interest  and  regardless  of amount) in respect of any\nMaterial  Indebtedness  and such failure shall  continue  beyond the  applicable\ngrace period specified in the agreement or instrument  relating to such Material\nIndebtedness  or any Solectron  Party shall default in any obligation  under any\nMaterial   Indebtedness   and  such  failure   shall  result  in  such  Material\nIndebtedness  being declared to be due and payable prior to the stated  maturity\nthereof; or\n\n      (f) The  Agreement or the Parallel  Purchase  Agreement or any purchase or\nany reinvestment  pursuant to the Agreement or the Parallel  Purchase  Agreement\nshall for any reason  (other  than  pursuant to the terms the  Agreement  or the\nParallel  Purchase  Agreement)  (i) cease to create,  or the Purchased  Interest\nunder  either  such  agreement  shall  for any  reason  cease to be, a valid\n\n                                      V-1\n\n\nand enforceable first priority perfected undivided percentage ownership interest\nto the extent of such Purchased Interest in each Pool Receivable and the Related\nSecurity and Collections and other proceeds with respect thereto, free and clear\nof any Adverse Claim or (ii) cease to create with respect to the items described\nin Section 1.2(d),  or the interest of the  Administrator,  on its behalf and on\nbehalf of the Issuer,  with respect to such items shall cease to be, a valid and\nenforceable first priority perfected  security  interest,  free and clear of any\nAdverse Claim; or\n\n      (g)  Solectron  or the Seller  shall  generally  not pay its debts as such\ndebts  become  due, or shall  admit in writing  its  inability  to pay its debts\ngenerally,  or shall make a general assignment for the benefit of creditors;  or\nany proceeding shall be instituted by or against  Solectron or Seller seeking to\nadjudicate  it a bankrupt  or  insolvent,  or seeking  liquidation,  winding up,\nreorganization,  arrangement,  adjustment, protection, relief, or composition of\nit  or  its  debts  under  any  law  relating  to   bankruptcy,   insolvency  or\nreorganization or relief of debtors, or seeking the entry of an order for relief\nor the appointment of a receiver,  trustee,  custodian or other similar official\nfor it or for any substantial  part of its property and, in the case of any such\nproceeding  instituted  against  it (but  not  instituted  by it),  either  such\nproceeding shall remain  undismissed or unstayed for a period of 30 days, or any\nof the actions sought in such proceeding  (including,  without  limitation,  the\nentry of an order for relief against, or the appointment of a receiver, trustee,\ncustodian or other similar  official for, it or for any substantial  part of its\nproperty)  shall occur;  or  Solectron  or the Seller  shall take any  corporate\naction to authorize any of the actions set forth above in this paragraph (g); or\n\n      (h) As of any  Month-End  Date on and after the  Effective  Date,  (i) the\naverage Sales-Based  Dilution Ratio for the three months ended on such Month-End\nDate shall exceed 9%, (ii) the average  Sales-Based  Default Ratio for the three\nmonths  ended on such  Month-End  Date  shall  exceed  4% or (iii)  the  average\nDelinquency Ratio for the three months ended on such Month-End Date shall exceed\n6%; or\n\n      (i)  The  sum of the  Purchased  Interests  under  the  Agreement  and the\nParallel  Purchase  Agreement  shall exceed 100% and such  condition  shall have\ncontinued  for a period of five (5) Business  Days  following the earlier of (x)\nthe Servicer's knowledge of such condition and (y) notice to the Servicer by the\nAdministrator or the Parallel  Purchase  Administrator of the occurrence of such\ncondition; or\n\n      (j) An \"Event of Default\",  as defined in the Solectron Credit  Agreement,\nshall occur and be  continuing,  or, if the Solectron  Credit  Agreement (or the\ncommitments  of the lenders  thereunder)  has  expired,  been  terminated  or is\notherwise not in full force and effect,  an \"Event of Default\" as defined in the\nSolectron Credit Agreement,  as in effect at the time immediately preceding such\nexpiration,  termination  or failure to be in full force and effect,  would have\noccurred  and been  continuing  if the  Solectron  Credit  Agreement  had not so\nexpired, terminated or failed to be in full force and effect; or\n\n      (k) On and after the Initial  Purchase  Date,  the  Tangible  Net Worth of\nSeller shall at anytime be less than $30,000,000; or\n\n\n                                      V-2\n\n\n\n      (l) Any Change of Control shall occur or Solectron shall not own, directly\nor indirectly,  100% of all issued and outstanding  capital stock of the Seller;\nor\n\n      (m) If  Solectron  has any Rated  Long Term Debt  outstanding,  the rating\nassigned by S&amp;P shall at any time be withdrawn or be less than \"BB\"; or\n\n      (n) A Purchase and Sale Termination Event shall have occurred.\n\n\n\n                                      V-3\n\n                               SCHEDULE I\n\n                         CREDIT AND COLLECTION POLICY\n\nSupplied by Solectron Corporation, Solectron California Corporation  and\nSolectron Technology, Inc.\n\n\n\n\n                                      I-1\n\n\n                                     SCHEDULE II\n\n                            LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS\n\n\nLock-Box Bank                                      Lock-Box Account\nBank of America National Trust                     1584\n  and Savings Association\n\n\nFirst Union National Bank                          60862\n\n\n\n\n\n                                 SCHEDULE III\n\n                                  TRADE NAMES\n\n\n                                      None\n\n\n                                      II-2\n\n\n                                   SCHEDULE IV\n\n                                 PERMITTED LIENS\n\n\n                                      None\n\n\n\n\n                                     ANNEX A\n\n                           FORM OF LOCK-BOX AGREEMENT\n\n                     AGREEMENT RELATING TO LOCKBOX SERVICES\n\n      This  Agreement is entered into as of September  __, 1997 among  Solectron\nCalifornia Corporation (\"SCC\"),  Solectron Corporation (\"Solectron\" and together\nwith  SCC,  the  \"Originators\"),   Solectron  Funding  Corporation   (\"Seller\"),\nReceivables  Capital Corporation  (\"Purchaser\"),  Bank of America National Trust\nand Savings Association, as administrator for Purchaser  (\"Administrator\"),  and\nBank of America National Trust and Savings Association  (\"Bank\") with respect to\nthe following:\n\n     A. Solectron and Bank have agreed to the Standard Terms and  Conditions,  a\ncopy of which is attached as Exhibit A and incorporated herein by reference (the\n\"Standard Terms and Conditions\"),  relating to remittance processing services to\nbe performed by Bank (\"Remittance Processing Service\") in relation to the checks\nand other payment instruments mailed to the United States Post Office address or\naddresses (\"Lockbox Address or Addresses\") assigned to Solectron  (collectively,\nthe \"Payments\") from time to time received or deposited in [Solectron's] Account\nNo. _____________ with Bank (the \"Account\").\n\n     B. Each of the  Originators  has assigned  and\/or may  hereafter  assign to\nSeller,  ad Seller has assigned  and\/or may  hereafter  assign to Purchaser  and\nAdministrator  an  undivided   percentage   interest  in,  and  has  granted  to\nAdministrator  for its benefit and the benefit of Purchaser a security  interest\nin,  certain  accounts,   chattel  paper  instruments  or  general   intangibles\n(\"Receivables\") and all proceeds thereof, including the Payments.\n\n     C. Each Originator, Seller, Purchaser,  Administrator and Bank are entering\ninto  this   Agreement  to  provide  for  the   assignment  of  the  Account  to\nAdministrator, for its benefit and the benefit of Purchaser, and the disposition\nof net proceeds of Payments deposited in the Account.\n\nAccordingly,  each  Originator,  Purchaser,  Administrator  and  Bank  agree  as\nfollows:\n\n1.    Assignment of Account:\n\n     (a) Each  Originator  hereby  assigns and  transfers to Seller,  and Seller\nhereby assigns and transfers to  Administrator,  for its benefit and the benefit\nof Purchaser,  and grants to  Administrator,  for its benefit and the benefit of\nPurchaser,  a security  interest  in, the  Account,  all  Payments and all other\nmoneys deposited in the Account from time to time.  Subject to the terms hereof,\nAdministrator,  for its  benefit  and  the  benefit  of  Purchaser,  shall  have\nexclusive dominion and control over the Account.\n\n     (b) Bank  hereby  acknowledges  receipt  of  notice  of the  ownership  and\nsecurity  interest  of  Administrator,  for  its  benefit  and  the  benefit  of\nPurchaser,  in the  Payments,  the \n\n                                      A-1\n\n\n\n\nAccount and the amounts from time to time on deposit therein and agrees that the\nAccount shall be maintained for the benefit of Administrator,  on its behalf and\non behalf of Purchaser, on the terms provided herein).\n\n     (c) The  Account  shall be entitled  \"Solectron  for the benefit of Bank of\nAmerica, as Administrator.\"\n\n     (d)  Administrator,  on behalf of itself and Purchaser,  hereby  authorizes\nBank to transfer  balances in the Account to each  Originator in accordance with\ninstructions to Bank from  Solectron,  and hereby  authorizes  Solectron (in its\ncapacity as servicer of the  Receivables)  to accept such  transfers and to give\nsuch instructions prior to the Activation Period. The \"Activation  Period\" means\nthe period of time  commencing  on the date  [two]  Business  Days after  Bank's\nreceipt of a written notice from  Administrator in the form of Attachment I (the\n\"Notice\").  Administrator  will  simultaneously  provide a copy of the Notice to\nSolectron.\n\n     (e) Bank has sole and  exclusive  access  to items  mailed  to the  Lockbox\nAddress(es).\n\n2. Bank is hereby  authorized  (and,  in the case of  clauses  (a),  (b) and (e)\nbelow, hereby agrees):\n\n     (a) to perform the  Remittance  Processing  Service and to follow its usual\noperating procedures for the handling of any Payments, in accordance with\nthe\nStandard Terms and Conditions, as modified by this Agreement;\n\n     (b) to charge the Account for all returned Payments,  service charges,  and\nother fees and charges  associated  with the Remittance  Processing  Service and\nthis Agreement;\n\n     (c) to follow its usual  procedures in the event the Account or any Payment\nshould be or  become  the  subject  of any writ,  levy,  order or other  similar\njudicial or regulatory order or process (\"Order\") to comply with such Order; and\n\n     (d) at all times prior to the Activation  Period, to transfer all collected\nand available  balances in the Account to [Solectron]  Account No. __________ at\n______________  (or such other account as  [Solectron]  may designate by written\nnotice to the Bank and  Administrator),  and,  notwithstanding  anything  to the\ncontrary herein or in the Standard Terms and  Conditions,  during the Activation\nPeriod (i) to refrain from  transferring  any balances at the  discretion of the\nCompany and (ii) to transfer all collected and available balances in the Account\nto such  account as  Administrator  may  designate  by  written  notice to Bank)\npursuant to  Administrator's  instructions.  Funds are not  available if, in the\nreasonable  determination of Bank, they are subject to a hold,  dispute or legal\nprocess  preventing their withdrawal.  Company or Administrator,  as applicable,\nwill  give  Bank  reasonable  advance  written  notice  of  any  change  in  the\ninstructions.\n\n\n                                      A-2\n\n\n\n3. If the  balances  in the  Account  are not  sufficient  to pay  Bank  for any\nreturned  check,  each  Originator  agrees to pay Bank on demand  the amount due\nBank.\n\n     (a) If the balances in the Account are not  sufficient to  compensate  Bank\nfor any fees or charges due Bank in connection  with the  Remittance  Processing\nService  or this  Agreement,  each  Originator  agrees to pay Bank on demand the\namount due Bank.\n\n4. Each Originator  hereby authorizes Bank,  without prior notice,  from time to\ntime to debit any other  account  either  Originator  may have with Bank for the\namount or amounts due Bank under subsection 3(a) or 3(b).  Neither Purchaser nor\nAdministrator shall be responsible for payment of any such amount.\n\n     (a) Bank  agrees  it shall  not  offset  against  the  Account,  except  as\npermitted  under  this  Agreement,  until  this  Agreement  has been  terminated\npursuant to subsection 5(d) hereof or by agreement of the parties.\n\n5. Termination of this Agreement shall be as follows:\n\n     (a) Bank may terminate this Agreement upon 30 days' prior written notice to\neach  Originator,  Seller and  Administrator.  Purchaser  or  Administrator  may\nterminate this Agreement upon 30 days' prior written notice by  Administrator to\neach  Originator,  Seller and Bank.  Neither of the  Originators  nor Seller may\nterminate this Agreement or the  Remittance  Processing  Service except with the\nwritten consent of Administrator  and upon 30 days' prior written notice to Bank\nand Administrator.\n\n     (b)  Notwithstanding  subsection 4(a), Bank may terminate this Agreement at\nany time by at least one Business Day's prior written notice to each Originator,\nSeller and  Administrator if (i) either Originator or Seller breaches any of the\nterms  of this  Agreement,  any  other  agreement  with  Bank  or any  agreement\ninvolving  the  borrowing  of money or the  extension  of  credit;  (ii)  either\nOriginator or Seller liquidates,  dissolves, merges with or into or consolidates\nwith another entity or sells, leases or disposes of a substantial portion of its\nbusiness or assets; (iii) either Originator,  or Seller terminates its business,\nfails  generally  or admits in writing  its  inability  to pay its debts as they\nbecome due; any bankruptcy, reorganization, arrangement, insolvency, dissolution\nor similar proceeding is instituted with respect to either Originator or Seller;\neither  Originator,  or Seller makes any assignment for the benefit of creditors\nor enters into any composition with creditors or takes any action in furtherance\nof any of the  foregoing;  or (iv) any material  adverse  change  occurs in each\nOriginator's or Seller's financial  condition,  results of operations or ability\nto perform its  obligations  under this  Agreement.  Each  Originator and Seller\nshall promptly give written notice to Bank and  Administrator  of the occurrence\nof any of the foregoing events with respect to itself.\n\n     (c) Upon any  termination of this Agreement  pursuant to subsection 4(a) or\n4(b)  hereof,  and  subject  to Section 13  hereof,  (i) each  Originator  shall\npromptly arrange for Payments  received at the Lockbox  Address(es) or otherwise\nin or for deposit to the Account to \n\n                                      A-3\n\n\n\n\nbe forwarded to another bank acceptable to Administrator and processed  pursuant\nto an agreement  acceptable to  Administrator,  and (ii) Bank shall no longer be\nrequired  to  process  Payments,  but  subject  to  payment in advance of Bank's\nstandard charges for such service,  shall forward all Payments then held by Bank\nand all mail  thereafter  received  at the  Lockbox  Address to such  address or\naccount as Administrator may direct.  Otherwise the provisions of this Agreement\nshall  remain in effect  until  terminated  pursuant  to  subsection  5(d) or by\nagreement among the parties.\n\n6.  Bank  will  not  be  liable  to  either  Originator,  Seller,  Purchaser  or\nAdministrator for any expense,  claim, loss, damage or cost (\"Damages\")  arising\nout of or  relating to its  performance  under this  Agreement  other than those\nDamages which result directly from its acts or omissions constituting negligence\nor willful misconduct, subject to the limits in subsection 5(b).\n\n     (a) Bank's liability is limited to direct money Damages actually  incurred.\nIn no event  will Bank be liable for any  special,  indirect,  consequential  or\nexemplary damages or for lost profits.\n\n     (b) Bank will be excused  from  failing  to act or delay in acting,  and no\nsuch failure or delay shall  constitute a breach of this  Agreement or otherwise\ngive rise to any  liability  of Bank,  if (i) such failure or delay is caused by\ncircumstances  beyond Bank's  reasonable  control,  including but not limited to\nlegal  constraint,  emergency  conditions,  action or inaction of  governmental,\ncivil or military authority,  fire, strike, lockout or other labor dispute, war,\nriot, theft, flood, earthquake or other natural disaster, breakdown of public or\nprivate or common carrier communications or transmission  facilities,  equipment\nfailure, or act, negligence or default of either Originator,  Seller,  Purchaser\nor Administrator  or (ii) such failure or delay resulted from Bank's  reasonable\nbelief that the action would have violated any guideline,  rule or regulation of\nany  governmental  authority.  Bank agrees to give each  Originator,  Seller and\nAdministrator  prompt  notice of any  actual  or  anticipated  failure  or delay\nresulting  from any of the foregoing but any failure of Bank to give such notice\nshall not affect Bank's rights (or the limitation of its  liability)  under this\nsubsection 5(b) or 5(c).\n\n     (c) Administrator  shall notify Bank promptly in writing when Purchaser has\nno further  ownership  interest (or  commitment  to acquire any interest) in the\nReceivables and all of each  Originator's  and Seller's,  obligations  have been\npaid in full,  and this  Agreement  shall  automatically  terminate  upon Bank's\nreceipt of such notice.\n\n7. Each Originator shall indemnify Bank against,  and hold it harmless from, any\nand  all  liabilities,  claims,  costs,  expenses  and  damages  of  any  nature\n(including but not limited to allocated costs of staff counsel, other reasonable\nattorney's fees and any fees and expenses  incurred in enforcing this Agreement)\nin any way arising out of or  relating to disputes or legal  actions  concerning\nBank's  provision of the Remittance  Processing  Service,  this  Agreement,  the\nLockbox  Addresses  or any  Payment.  This Section does not apply to any cost or\ndamage  attributable to the gross negligence or intentional  misconduct of Bank.\nEach Originator's  obligations  under this Section shall survive  termination of\nthis Agreement. \n\n                                      A-4\n\n\n\n\n\n8. The Originators  and Seller each  represents and warrants to Bank,  Purchaser\nand  Administrator,  that (i) each  Acceptable  Payee  has  authorized  Payments\npayable to it to be credited to the Account; (ii) this Agreement constitutes its\nduly authorized,  legal, valid,  binding and enforceable  obligation;  (iii) the\nperformance of its obligations  under this Agreement and the consummation of the\ntransactions  contemplated  hereunder  will not (A)  constitute  or  result in a\nbreach of its certificate or articles of  incorporation,  by-laws or partnership\nagreement, as applicable, or the provisions of any material contract to which it\nis a party or by which it is bound or (B)  result in the  violation  of any law,\nregulation,  judgment,  decree or governmental  order applicable to it; and (iv)\nall approvals and  authorizations  required to permit the  execution,  delivery,\nperformance and consummation of this Agreement and the transactions contemplated\nhereunder have been obtained.\n\n     (a) The  Originators and Seller each agrees that it shall be deemed to make\nand renew each  representation and warranty in subsection 7(a) on and as of each\nday on which it uses the Remittance Processing Service.\n\n9. The  Originators  and Seller each  represents  and  warrants  that it has not\nassigned  or  granted a  security  interest  in the  Account or any funds now or\nhereafter  deposited  in the  Account,  except  to  Seller  (in the case of each\nOriginator and to Purchaser and Administrator.\n\n10. The Originators and Seller each agrees that:\n\n     (a) Except as  permitted  under  Section  2(d),  it  cannot,  and will not,\nwithdraw any monies from the Account  until such time as  Administrator  advises\nBank in writing that Purchaser and Administrator no longer claim any interest in\nthe Account and the monies deposited and to be deposited in the Account; and\n\n     (b) It will not permit the Account to become  subject to any other  pledge,\nassignment,  lien,  charge or  encumbrance of any kind,  nature or  description,\nother than ownership and security  interests of Purchaser,  and Administrator on\nits behalf, hereunder and as referred to herein.\n\n11. Purchaser and  Administrator  each acknowledges and agrees that Bank has the\nright to charge the Account from time to time,  as set forth in this  Agreement,\nand the account agreement,  as amended from time to time, and that Purchaser and\nAdministrator have no right to the sums so withdrawn by Bank.\n\n12.  Each  Business  Day (as  defined  below),  Bank will  prepare a package  of\nmaterials for each Lockbox  Address  which will include,  but is not limited to,\nany Payments not processed in accordance  with the set-up  documents,  invoices,\nany other material received at the Lockbox Address(es) and information regarding\nthe deposit for such Business  Day. For purposes  hereof,  \"Business  Day\" shall\nmean each Monday through Friday, excluding bank holidays.\n\n\n                                      A-5\n\n\n\n     (a) Bank  will  send the  materials  to the  address  specified  below  for\nSolectron,  with a copy of the deposit advice to the address specified below for\nAdministrator.  In addition to the original  statement which will be provided to\nSolectron, if requested by Administrator, Bank will provide Administrator with a\nduplicate statement.\n\n13. Each Originator  agrees to pay to Bank, upon receipt of Bank's invoice,  all\ncosts,  expenses and attorneys'  fees  (including  allocated  costs for in-house\nlegal  services)  incurred  by Bank  in  connection  with  the  preparation  and\nadministration  (including any amendments) and enforcement of this Agreement and\nany instrument or agreement required hereunder, including but not limited to any\nsuch costs,  expenses and fees arising out of the  resolution  of any  conflict,\ndispute,  motion regarding  entitlement to rights or rights of action,  or other\naction to enforce  Bank's rights in a case arising under Title 11, United States\nCode.\n\n14. Notwithstanding any of the other provisions in this Agreement,  in the event\nof the commencement of a case pursuant to Title 11, United States Code, filed by\nor against either  Originator or Seller,  or in the event of the commencement of\nany similar case under then  applicable  federal or state law  providing for the\nrelief of debtors or the protection of creditors by or against either Originator\nor  Seller,  Bank may take or omit to take any action as Bank  reasonably  deems\nnecessary  in order  to  comply  with all  applicable  provisions  of  governing\nstatutes,  and shall not be liable to the other  parties,  and each of the other\nparties  hereby  agrees not to assert any claim  against  Bank,  for any Damages\narising from such action or omission.\n\n15. This Agreement may be amended only be a writing  signed by each  Originator,\nSeller,  Purchaser,  Administrator  and Bank;  except  that  Bank's  charges are\nsubject to change by Bank upon 30 days' prior written notice to each  Originator\nand Seller.\n\n16. This Agreement may be executed in counterparts;  all such counterparts shall\nconstitute but one and the same agreement.\n\n17. Any written  notice or other  written  communication  to be given under this\nAgreement  shall be  addressed  to each  party at its  address  set forth on the\nsignature page of this Agreement or to such other address as a party may specify\nin writing. Except as otherwise expressly provided herein, any such notice shall\nbe effective upon receipt.\n\n18. This Agreement  controls in the event of any conflict between this Agreement\nand or  any  other  document  or  written  or  oral  statement.  This  Agreement\nsupersedes all prior understandings,  writings,  proposals,  representations and\ncommunications,  oral or written,  of any party  relating to the subject  matter\nhereof.\n\n19.  Neither  of the  Originators  nor  Seller  may  assign any of its rights or\nobligations under this Agreement without the prior written consent of Bank. Upon\n[30 days]  prior  written  notice to Bank,  Purchaser  may assign its rights and\ninterests  under this Agreement to any assignee of  Purchaser's  interest in the\nReceivables.  Administrator  may assign its rights,  interests  and  obligations\nunder this Agreement to any successor administrator for Purchaser. Administrator\n\n                                      A-6\n\n\n\n\nagrees to give prompt written notice to Bank of any such assignment by Purchaser\nor  Administrator,  but no failure to give or delay in giving such notice  shall\nimpair the  assignee's  interest  in the  Account or, on and after the giving of\nsuch notice, the rights of the assignee hereunder.\n\n20. Bank hereby agrees that it will not  institute,  or join any other person or\nentity in instituting, any case pursuant to Title 11, United States Code, or any\nsimilar case under then applicable state or federal law providing for the relief\nof debtors or the protection of creditors,  (a) against  Purchaser  prior to the\ndate  which is one year and one day after  payment  of all  commercial  paper or\nother rated  securities  now or  hereafter  issued by  Purchaser  or (b) against\nSeller  prior to the date  which is one year and one day after the date on which\nPurchaser  has no further  ownership  interest  (or  commitment  to acquire  any\ninterest) in the Receivables and all of Seller's  obligations  which are secured\nby the Receivables,  the Payments and the Account are paid in full. This Section\n20 shall survive any termination of this Agreement.\n\n21. This Agreement  shall be interpreted in accordance with Illinois law without\nreference to Illinois principles of conflicts of law.\n\n                                      A-7\n\n\n            IN WITNESS WHEREOF,  the parties hereto have executed this agreement\nby their duly authorized officers as of the day and year first above written.\n\nSolectron Corporation                     Address for notices:\n(\"Solectron\" and \"Originator\")\n                                          847 Gilbrator Drive\nBy:                                       Building 5\n   ---------------------------\nName:                                     Milpitas, California 95035\n     -------------------------\nTitle:                                    Attention: Treasurer\n      ------------------------\n                                          Telephone:  (408) 956-6577\n                                          Facsimile:   (408) 956-6062\n\nSolectron California Corporation          Addresses for notices\n (\"Originator\")\n                                          847 Gilbrator Drive\nBy:                                       Building 5\n   ---------------------------\nName:                                     Milpitas, California 95035\n     -------------------------\nTitle:                                    Attention: Treasurer\n      ------------------------\n                                          Telephone:  (408) 956-6577\n                                          Facsimile:   (408) 956-6062\n\nSolectron Funding Corporation             Address for notices:\n(\"Seller\")  \n                                          847 Gilbrator Drive\nBy:                                       Building 5\n   ----------------------------\nName:                                     Milpitas, California 95035\n     --------------------------\nTitle:                                    Attention: Treasurer\n     --------------------------\n                                          Telephone:  (408) 956-6577\n                                          Facsimile:   (408) 956-6062\n\nReceivables Capital Corporation           Address for notices:\n(\"Purchaser\")\n                                          c\/o Administrator at its\n                                          address shown below\n\nBy:                                       c\/o Merrill Lynch Money Markets, Inc.\n    ----------------------------\nName:                                     World Financial Center, North Tower\n    ----------------------------\nTitle:                                    250 Vesey Street - 11th Floor\n    ----------------------------\n                                          New York, New York 10281-1311\n                                          Attention: George Roller\n                                          Telephone:  (212) 449-1606\n                                          Facsimile:   (212) 449-2234\n\n\n\n                                      S-1\n\n\n\nBank of America National Trust            Address for notices:\nand Savings Association\n(\"Administrator\")                         Asset Securitization Group\n                                          231 South LaSalle Street\nBy:                                       Chicago, Illinois 60697\n   --------------------------\nName:                                     Attention: Asset Securitization Group\n   --------------------------\nTitle:                                    Telephone:  (312) 828-7421\n   --------------------------\n                                          Facsimile:   (312) 828-7855\n\n\nBank of America National Trust\nand Savings Association\n(\"Bank\")\n\nBy:\n   ---------------------------                           \nName:\n   ---------------------------                         \nTitle:                        \n   ---------------------------\n\nBy:\n   ---------------------------                           \nName:\n   ---------------------------                         \nTitle:                        \n   ---------------------------\n\n\n                                      S-2\n\n                                 EXHIBIT A\n                      TO THREE PARTY AGREEMENT RELATING\n                              TO LOCKBOX SERVICES\n\n\n                         STANDARD TERMS AND CONDITIONS\n\n\nThe Lockbox Service  involves  processing  checks that are received at a Lockbox\nAddress.  With this Service,  Company  instructs its customers to mail checks it\nwants to have processed under the Service to the Lockbox Address. Banks picks up\nmail at the Lockbox Address according to its mail pick-up  schedule.  Banks will\nhave  unrestricted  and  exclusive  access to the mail  directed  to the Lockbox\nAddress.  Bank will  provide  Company  with the  Lockbox  Service  for a Lockbox\nAddress when  Company has  completed  and Bank has received  Bank's then current\nset-up documents for the Lockbox Address.\n\nIf Bank receives any mail containing  Company's Lockbox number at Bank's lockbox\noperations  location (instead of the Lockbox Address),  Bank may handle the mail\nas if it had been received at the Lockbox Address.\n\nPROCESSING\n\nBank will  handle  checks  received  at the  Lockbox  Address  according  to the\napplicable deposit account agreement, if the checks were delivered by Company to\nBank for deposit to the Account, except as modified by this Agreement.\n\nBank will open the envelopes  picked up from the Lockbox  Address and remove the\ncontents.  For the Lockbox Address,  checks and other documents contained in the\nenvelopes will be inspected and handled in the manner specified in the Company's\nset-up documents.  Bank captures and reports  information related to the lockbox\nprocessing,  where available, if Company has specified this option in the set-up\ndocuments. Banks will endorse all checks Bank processes on Company's behalf.\n\nIf Bank processes an unsigned check as instructed in the set-up  documents,  and\nthe check is paid,  but the account  owner does not authorize  payment,  Company\nagrees to  indemnify  Bank,  the drawee bank,  (which may include  Bank) and any\nintervening  collection  bank for any  liability  or  expense  incurred  by such\nindemnitee due to the payment and collection of the check.\n\nIf Company  instructs Bank not to process a check bearing a handwritten or typed\nnotation  \"Payment in Full\" or words of similar import on the face of the check,\nCompany  understands that Bank has adopted procedures  designed to detect checks\nbearing such notations; however, Bank will not be liable to Company or any other\nparty for losses suffered if Bank fails to detect checks bearing such notations.\n\n\n                                      A-1\n\n\n\nRETURN CHECK\n\nUnless Company and Bank agree to another processing procedure, Bank will reclear\na check  once  which has been  returned  and  marked to \"Refer to  Maker,\"  \"Not\nSufficient  Funds:\" or  \"Uncollected  Funds.\" If the Check is  returned  for any\nother  reason or if the check is  returned  a second  time,  Bank will debit the\napplicable  Account  and return the check to Company.  Company  agrees that Bank\nwill not send a returned  item  notice to Company  for a returned  check  unless\nCompany and Bank have agreed otherwise.\n\nACCEPTABLE PAYEES\n\nFor the Lockbox  Address,  Company will provide to Bank the names of  Acceptable\nPayees  (\"Acceptable  Payee\"  means  Company's  name and any  other  payee  name\nprovided to Bank by Company as an  acceptable  payee for checks to be  processed\nunder the Lockbox Service). Bank will process a check only if it is made payable\nto an  Acceptable  Payee  and if the  check is  otherwise  processable.  Company\nwarrants  that each  Acceptable  Payee has  authorized  checks  payable to it be\ncredited to the Account  Company  designates for the Lockbox  Service.  Bank may\ntreat as an acceptable  Payee any variation of any Acceptable  Payee's name that\nBank deems to be reasonable.\n\nCHANGES TO PROCESSING INSTRUCTIONS\n\nCompany may request Bank orally or in writing to make changes to the  processing\ninstructions (including changes to Acceptable Payees) for any Lockbox Address by\ncontacting its Bank representative . Bank will not be obligated to implement any\nrequested  changes  until Bank has  actually  received  the  requests  and had a\nreasonable  opportunity to act upon them. In making changes, Bank is entitled to\nrely on instructions purporting to be from Company.\n\n\n                                      A-2\n\n                                  ATTACHMENT I\n                              MULTI PARTY LOCKBOX\n\n            Bank of America National Trust and Savings Association\n                               as Administrator\n\n\n\nTo:   Bank of America\n      231 South LaSalle Street\n      Chicago, Illinois 60697\n\n            Re:   Solectron Corporation\n                  Account No.                            \n\nLadies and Gentlemen:\n\n      Reference is made to the Lockbox  Agreement  dated September __, 1997 (the\n\"Agreement\")  among Solectron  Corporation,  Solectron  California  Corporation,\nSolectron Funding Corporation,  Receivables Capital Corporation, Bank of America\nNational Trust and Savings Association, as administrator,  and you regarding the\nabove-described  account (the  \"Account\").  In accordance  with Section 1(d) and\n2(d) of the  Agreement,  we hereby give you notice of our exercise of control of\nthe Account and we hereby  instruct  you to  transfer  funds to  Administrator's\naccount or otherwise in accordance with Administrator's instructions as follows:\n[insert instructions].\n\n\n                                Very truly yours,\n\n\n                         BANK OF AMERICA NATIONAL TRUST\n                                     &amp; SAVINGS ASSOCIATION\n                                    as Administrator\n\n\n                                    By:\n                                        ------------------------    \n                                    Name: \n                                        ------------------------      \n                                    Title:                                    \n                                        ------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8858],"corporate_contracts_industries":[9507],"corporate_contracts_types":[9564,9560],"class_list":["post-41250","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-solectron-corp","corporate_contracts_industries-technology__equipment","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41250","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41250"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41250"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41250"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41250"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}