{"id":41251,"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-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-purchase-agreement-solectron-funding-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-purchase-agreement-solectron-funding-corp2.html","title":{"rendered":"Receivables Purchase Agreement &#8211; Solectron Funding Corp., Solectron Corp., Receivables Capital Corp., and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>\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\n                     RECEIVABLES CAPITAL CORPORATION,\n                                as Issuer\n\n                                   and\n\n         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\n                            as Administrator\n\n\n                     Dated as of September 17, 1997\n\n\n\n\n\n\n\n\n                            TABLE OF CONTENTS\n\n                                                                  PAGE\n\nARTICLE I     AMOUNTS AND TERMS OF THE PURCHASES\n\nSection 1.1   Purchase Facility                                   -1-\nSection 1.2   Making Purchases                                    -2-\nSection 1.3   Purchased Interest Computation                      -3-\nSection 1.4   Settlement Procedures                               -3-\nSection 1.5   Fees                                                -6-\nSection 1.6   Payments and Computations, Etc.                     -6-\nSection 1.7   Dividing or Combining Portions of the Capital of\n              the Purchased Interest                              -7-\nSection 1.8   Increased Costs                                     -7-\nSection 1.9   Additional Discount on Portions of Purchased \n              Interest Bearing a Eurodollar Rate                  -7-\nSection 1.10  Requirements of Law                                 -8-\nSection 1.11  Inability to Determine Eurodollar Rate              -9-\n\nARTICLE II    REPRESENTATIONS AND WARRANTIES; COVENANTS;\n              TERMINATION EVENTS\n\nSection 2.1   Representations and Warranties; Covenants           -9-\nSection 2.2   Termination Events                                  -9-\n\nARTICLE III   INDEMNIFICATION\n\nSection 3.1   Indemnities by the Seller                          -10-\nSection 3.2   Indemnities by the Servicer                        -11-\nSection 3.3   Contribution                                       -12-\n\nARTICLE IV    ADMINISTRATION AND COLLECTIONS\n\nSection 4.1   Appointment of Servicer                            -12-\nSection 4.2   Duties of Servicer                                 -13-\nSection 4.3   Lock-Box Arrangements                              -14-\nSection 4.4   Enforcement Rights                                 -15-\nSection 4.5   Responsibilities of the Seller and Servicer        -15-\nSection 4.6   Servicing Fee                                      -16-\n\nARTICLE V     MISCELLANEOUS\n\nSection 5.1   Amendments, Etc.                                   -16-\nSection 5.2   Notices, Etc.                                      -16-\nSection 5.3   Assignability                                      -17-\nSection 5.4   Costs, Expenses and Taxes                          -17-\nSection 5.5   No Proceedings; Limitation on Payments             -18-\nSection 5.6   Confidentiality                                    -18-\nSection 5.7   GOVERNING LAW AND JURISDICTION                     -18-\nSection 5.8   Execution in Counterparts                          -19-\nSection 5.9   Survival of Termination                            -19-\nSection 5.10  WAIVER OF JURY TRIAL                               -19-\nSection 5.11  Entire Agreement                                   -20-\nSection 5.12  Headings                                           -20-\nSection 5.13  Issuer's Liabilities                               -20-\nSection 5.14  Purchase and Sale Agreement                        -20-\n\n\nEXHIBIT I     DEFINITIONS\n\nEXHIBIT II    CONDITIONS OF PURCHASES\n\nEXHIBIT III   REPRESENTATIONS AND WARRANTIES\n\nEXHIBIT IV    COVENANTS\n\nEXHIBIT V     TERMINATION EVENTS\n\nSCHEDULE I    CREDIT AND COLLECTION POLICY\n\nSCHEDULE II   LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS\n\nSCHEDULE III  TRADE NAMES\n\nANNEX A       FORM OF LOCK-BOX AGREEMENT\n\n\n\n                     RECEIVABLES PURCHASE AGREEMENT\n\nThis RECEIVABLES PURCHASE AGREEMENT (this \"AGREEMENT\") is entered into \nas of September 17, 1997 among SOLECTRON FUNDING CORPORATION, a Delaware \ncorporation, as seller (the \"SELLER\"), SOLECTRON CORPORATION, a Delaware \ncorporation, in its individual capacity (\"SOLECTRON\") and as initial \nServicer (in such capacity, together with its successors and permitted \nassigns in such capacity, the \"SERVICER\"), RECEIVABLES CAPITAL \nCORPORATION, a Delaware corporation (together with its successors and \npermitted assigns, the \"ISSUER\"), and BANK OF AMERICA NATIONAL TRUST AND \nSAVINGS ASSOCIATION, a national banking association, as administrator \n(in such capacity, together with its successors and assigns in such \ncapacity, the \"ADMINISTRATOR\") for the Issuer pursuant to an agreement \nbetween the Issuer and the Administrator.\n\nPRELIMINARY STATEMENTS.  Certain terms that are capitalized and used \nthroughout this Agreement are defined in EXHIBIT I to this Agreement.  \nReferences in the Exhibits hereto to \"the Agreement\"  or \"this \nAgreement\" refer to this Agreement, as amended, amended and restated, \nmodified or supplemented from time to time.\n\nThe Seller desires to sell, transfer and assign an undivided variable \npercentage interest in a pool of receivables, and the Issuer desires to \nacquire such undivided variable percentage interest, as such percentage \ninterest shall be adjusted from time to time based upon, in part, \nreinvestment payments which are made by the Issuer and additional \nincremental payments made to the Seller.\n\nIn 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\nSection 1.1.  PURCHASE FACILITY (a) On the terms and conditions \nhereinafter set forth, the Issuer hereby agrees to purchase and make \nreinvestments in the Purchased Interest from the Seller from time to \ntime during the period from the date hereof to the Facility Termination \nDate; PROVIDED, that nothing herein shall be deemed or construed as a \ncommitment by the Issuer to fund the purchase or reinvestment with \nregard to the Purchased Interest through the issuance of Notes, and it \nis hereby expressly acknowledged and agreed that such funding is, and \nshall continue to be, wholly discretionary on the part of the Issuer.  \nUnder no circumstances shall the Issuer make any such purchase or \nreinvestment if after giving effect to such purchase or reinvestment the \naggregate outstanding Capital of the Purchased Interest would exceed the \nPurchase Limit. \n\n   (b)  The Seller may, upon at least 5 days' notice to the \nAdministrator, terminate the purchase facility provided in this SECTION \n1 in whole or, from time to time, irrevocably reduce in part the unused \nportion of the Purchase Limit; PROVIDED that each partial reduction \nshall be in the amount of at least $5,000,000 or an integral multiple of \n$1,000,000 in excess thereof.\n\nSection 1.2.  MAKING PURCHASES.  (a) Each purchase (but not \nreinvestments) of undivided ownership interests with regard to the \nPurchased Interest hereunder shall be made upon the Seller's irrevocable \nwritten notice delivered to the Administrator in accordance with \nSECTION 5.2 (which notice must be received by the Administrator prior to \n11:00 a.m., San Francisco time) (i) three Business Days prior to the \nrequested purchase date, in the case of a purchase to be funded at the \nAlternate Rate and based on the Eurodollar Rate, (ii) one Business Day \nprior to the requested purchase date, in the case of a purchase to be \nfunded at the Alternate Rate and based on the Base Rate and (iii) one \nBusiness Day prior to the requested purchase date, in the case of a \npurchase to be funded at the CP Rate, which notice shall specify (A) the \namount requested to be paid to the Seller (such amount, which shall not \nbe less than $5,000,000, being the \"CAPITAL\" relating to the undivided \nownership interest then being purchased), (B) the date of such purchase \n(which shall be a Business Day) and (C) the desired funding basis for \nsuch purchase (which shall be either the Alternate Rate or the CP Rate) \nand (unless such purchase shall be funded at the CP Rate) the duration \nof the initial Fixed Period(s) for such purchase.  If such terms relate \nto the CP Rate, the Administrator shall promptly thereafter notify the \nSeller whether such terms are acceptable to the Issuer.  If the \nAdministrator notifies the Seller that such terms relating to the CP \nRate are unacceptable to the Issuer due to market conditions, then the \nSeller shall be deemed to have requested that the purchase be funded at \nthe Alternate Rate and based 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 \nIssuer shall, upon satisfaction of the applicable conditions set forth \nin EXHIBIT II hereto, make available to the Seller in same day funds, at \nBank of America National Trust and Savings Association, account # \n1233056289, an amount equal to the Capital relating to the undivided \nownership interest then being purchased.\n\n   (c)  Effective on the date of each purchase pursuant to this \nSECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller \nhereby sells and assigns to the Issuer an undivided percentage ownership \ninterest in all its right, title and interest in (i) each Pool \nReceivable then existing, (ii) all Related Security with respect to such \nPool Receivables, and (iii) Collections with respect to, and other \nproceeds of, such Pool Receivables and Related Security; provided that \nthe foregoing shall not include any Excluded Property.\n\n   (d)  To secure all of the Seller's obligations (monetary or \notherwise) under this Agreement and the other Transaction Documents to \nwhich it is a party, whether now or hereafter existing or arising, due \nor to become due, direct or indirect, absolute or contingent, the Seller \nhereby grants to the Administrator, for its benefit and the benefit of \nthe Issuer, a security interest in all of the Seller's right, title and \ninterest (including without limitation any undivided interest of the \nSeller) in, to and under all of the following, whether now or hereafter \nowned, existing or arising (A) all Pool Receivables, (B) all Related \nSecurity with respect to each such Pool Receivable, (C) all Collections \nwith respect to each such Receivable, (D) the Lock-Box Accounts and any \nrelated deposit accounts and post office boxes and all amounts on \ndeposit therein and all certificates and instruments, if any, from time \nto time evidencing such Lock-Box Accounts, related deposit accounts and \npost office boxes and amounts held or on deposit therein, and (E) all \nproceeds of, and all amounts received or receivable under any or all of, \nthe foregoing; provided that the foregoing shall not include any \nExcluded Property.  The Administrator and the Issuer shall have, with \nrespect to the property described in this SECTION 1.2(d), and in \naddition to all the other rights and remedies available to the \nAdministrator and the Issuer, all the rights and remedies of a secured \nparty under any applicable UCC.\n\nSection 1.3.  PURCHASED INTEREST COMPUTATION. The Purchased Interest \nshall be initially computed on the date of the initial purchase \nhereunder.  Thereafter until the Termination Date, the Purchased \nInterest shall be automatically recomputed (or deemed to be recomputed) \non each Business Day other than a Termination Day.  The Purchased \nInterest, as computed (or deemed recomputed) as of the day immediately \npreceding the Termination Date, shall thereafter remain constant.  \nNotwithstanding the preceding sentence, the Purchased Interest shall \nbecome zero when the Capital thereof and Discount thereon shall have \nbeen paid in full, all the amounts owed by the Seller hereunder to the \nIssuer, the Administrator, and any other Indemnified Party or Affected \nPerson, are paid in full and the Servicer shall have received the \naccrued Servicing Fee thereon.\n\nSection 1.4.  SETTLEMENT PROCEDURES.  (a) Collection of the Pool \nReceivables shall be administered by the Servicer in accordance with the \nterms of this Agreement.  The Seller shall provide to the Servicer on a \ntimely basis all information needed for such administration, including \nnotice of the occurrence of any Termination Day and current computations \nof 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 \nor an Originator (including pursuant to Section 1.7 of the Purchase and \nSale Agreement):\n\n      (i)  set aside and hold in trust (and, at the request of the \nAdministrator, segregate) for the Issuer, out of the percentage of such \nCollections represented by the Purchased Interest, FIRST an amount equal \nto the Discount accrued through such day for each Portion of Capital and \nnot previously set aside and SECOND, to the extent funds are available \ntherefor, an amount equal to the Servicing Fee accrued through such day \nfor 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 \nDay, remit to the Seller, on behalf of the Issuer, the remainder of the \npercentage of such Collections, represented by the Purchased Interest, \nto the extent representing a return of Capital; such Collections shall \nbe automatically deemed reinvested in Pool Receivables, and in the \nRelated Security and Collections and other proceeds with respect \nthereto, and the Purchased Interest shall be automatically recomputed \npursuant to SECTION 1.3;\n\n    (iii)  if such day is a Termination Day, set aside, segregate and \nhold in trust for the Issuer the entire remainder of the percentage of \nthe Collections represented by the Purchased Interest; PROVIDED that if \namounts are set aside and held in trust on any Termination Day and \nthereafter, the conditions set forth in SECTION 2 of EXHIBIT II are \nsatisfied or are waived by the Administrator, such previously set aside \namounts shall, to the extent representing a return of Capital, be \nreinvested in accordance with the preceding PARAGRAPH (ii) on the day of \nsuch subsequent satisfaction or waiver of conditions; and\n\n     (iv)  during such times as amounts are required to be reinvested in \naccordance 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 \naccount any Collections in excess of (x) such amounts, (y) the amounts \nthat are required to be set aside pursuant to PARAGRAPH (i) above and \n(z) any other obligations of the Seller hereunder which are then due and \nowing.\n\n   (c)  The Servicer shall deposit into the Administration Account, on \nthe last day of each Settlement Period relating to a Portion of Capital \n(or at such other times as the Administrator shall require upon the \noccurrence and during the continuation of (i)any Unmatured Termination \nEvent or Termination Event or (ii) at any time when the Rated Long Term \nDebt of Solectron is not rated at least Investment Grade, any event that \nmaterially and adversely affects the Servicer's ability to perform its \nobligations hereunder or the collectibility of the Receivables), \nCollections held for the Issuer pursuant to SECTION 1.4(b)(i) or SECTION \n1.4(f) with respect to such Portion of Capital and the lesser of (x) the \namount of Collections then held for the Issuer pursuant to SECTION \n1.4(b)(iii) and (y) such Portion of Capital.\n\n   (d)<\/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-41251","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\/41251","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=41251"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41251"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41251"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41251"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}