{"id":42715,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-solectron-corp-solectron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-solectron-corp-solectron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/purchase-and-sale-agreement-solectron-corp-solectron.html","title":{"rendered":"Purchase and Sale Agreement &#8211; Solectron Corp., Solectron California Corp., Solectron Technology Inc., and Solectron Funding Corp."},"content":{"rendered":"<pre>\n                      AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT\n\n\n                                      among\n\n\n                             SOLECTRON CORPORATION,\n                     as Originator, Servicer and Guarantor,\n\n\n                        SOLECTRON CALIFORNIA CORPORATION\n                                       and\n                           SOLECTRON TECHNOLOGY, INC.,\n                                 as Originators,\n\n\n                                       and\n\n\n                         SOLECTRON FUNDING CORPORATION,\n                            as the Initial Purchaser\n\n\n\n\n\n                          Dated as of February 22, 1999\n\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      SECTION 1.1.      Previous Purchases...................................2\n      SECTION 1.2.      Agreement to Purchase and Sell.......................2\n      SECTION 1.3.      Timing of Purchases..................................3\n      SECTION 1.4.      Calculation of Purchase Price........................3\n      SECTION 1.5.      Definitions and Calculations Related to\n                        Purchase Discount....................................4\n      SECTION 1.6.      Purchase Price Payments..............................6\n      SECTION 1.7.      The Initial Purchaser Notes..........................6\n      SECTION 1.8.      Deemed Collections, Etc..............................6\n      SECTION 1.9.      No Recourse..........................................7\n      SECTION 1.10.     True Sales...........................................7\n      SECTION 1.11.     Payments and Computations, Etc.......................8\n\nARTICLE II  CONDITIONS TO PURCHASES; REPRESENTATIONS AND WARRANTIES;\n            COVENANTS; PURCHASE AND SALE TERMINATION EVENTS\n      SECTION 2.1.      Conditions to Purchases..............................9\n      SECTION 2.2.      Representations and Warranties; Covenants............9\n      SECTION 2.3.      Purchase and Sale Termination Events.................9\n\nARTICLE III INDEMNIFICATION\n      SECTION 3.1.      Indemnities by each Originator......................10\n      SECTION 3.2.      Contribution........................................11\n\nARTICLE IV  ADMINISTRATION AND COLLECTIONS; ADDITIONAL RIGHTS\n            AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES\n      SECTION 4.1.      Servicing of Receivables and Related Assets.........12\n      SECTION 4.2.      Rights of the Initial Purchaser; Enforcement Rights.12\n      SECTION 4.3.      Responsibilities of each Originator.................13\n      SECTION 4.4.      Further Action Evidencing Purchases.................14\n\nARTICLE V   MISCELLANEOUS\n      SECTION 5.1.      Amendments, Etc.....................................15\n      SECTION 5.2.      Notices, Etc........................................15\n      SECTION 5.3.      Acknowledgment and Consent..........................15\n      SECTION 5.4.      Binding Effect; Assignability.......................16\n      SECTION 5.5.      Costs, Expenses and Taxes...........................16\n      SECTION 5.6.      No Proceedings; Limitation on Payments..............17\n      SECTION 5.7.      GOVERNING LAW AND JURISDICTION......................17\n      SECTION 5.8.      Execution in Counterparts...........................18\n      SECTION 5.9.      Survival of Termination.............................18\n\n\n                                      (i)\n\n\n\n\n      SECTION 5.10.     WAIVER OF JURY TRIAL................................18\n      SECTION 5.11.     Entire Agreement....................................19\n      SECTION 5.12.     Headings............................................19\n      SECTION 5.13.     Several Obligations.................................19\n\nARTICLE VI  GUARANTEE\n      SECTION 6.1.      Guarantee...........................................19\n      SECTION 6.2.      Representation and Warranty.........................21\n      SECTION 6.3.      Subrogation.........................................21\n\n\nEXHIBIT I         CONDITIONS OF PURCHASES\n\nEXHIBIT II        REPRESENTATIONS AND WARRANTIES\n\nEXHIBIT III       COVENANTS\n\nEXHIBIT IV        PURCHASE AND SALE TERMINATION EVENTS\n\nANNEX A           FORM OF INITIAL PURCHASER NOTE\n\n\n\n                                      (ii)\n\n\n\n\n               AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT\n\n\n      This AMENDED AND RESTATED  PURCHASE AND SALE AGREEMENT (this  \"Agreement\")\nis entered into as of February 22, 1999 among SOLECTRON CORPORATION,  a Delaware\ncorporation (\"Solectron\"), as Servicer (in such capacity, the \"Servicer\"), as an\nOriginator  (in  such  capacity,  an  \"Originator\")  and as  Guarantor  (in such\ncapacity,  the  \"Guarantor\"),  SOLECTRON  CALIFORNIA  CORPORATION,  a California\ncorporation  (\"Solectron  California\"),  as an Originator (in such capacity,  an\n\"Originator\"), SOLECTRON TECHNOLOGY, INC., a California corporation, (\"Solectron\nTechnology\"),  as  an  Originator  (in  such  capacity,  an  \"Originator\"),  and\nSOLECTRON FUNDING CORPORATION, a Delaware corporation,  (\"Solectron Funding\") as\nInitial Purchaser (the \"Initial Purchaser\").\n\n                            PRELIMINARY STATEMENTS\n\n                                  Definitions\n\n      Unless otherwise defined herein or the context otherwise requires, certain\nterms that are used  throughout this Agreement  (including the Exhibits  hereto)\nare defined in Exhibit I to the Second Amended and Restated Receivables Purchase\nAgreement, dated of even date herewith, among the Initial Purchaser,  Solectron,\nindividually and as the Servicer,  Quincy Capital  Corporation,  as Issuer,  and\nBank of America National Trust and Savings Association, as Administrator (as the\nsame may be amended,  amended and  restated or otherwise  modified  from time to\ntime, the \"Receivables Purchase  Agreement\").  Any reference to \"this Agreement\"\nor \"the  Purchase  and Sale  Agreement\",  including  any such  reference  in any\nExhibit  hereto,  shall  mean this  Agreement  in its  entirety,  including  the\nExhibits and other attachments hereto, as amended, modified or supplemented from\ntime to time in accordance with the terms hereof.\n\n                                  Background\n\nA.          Solectron,  Solectron  California and Solectron Funding  Corporation\n            entered into the Purchase and Sale Agreement,  dated as of September\n            17, 1997 (as  amended,  supplemented  or  otherwise  modified and in\n            effect  on  February  22,  1999  the  \"Original  Purchase  and  Sale\n            Agreement\") pursuant to which, among other things, each of Solectron\n            and Solectron  California  sold from time to time its Receivables to\n            Funding.\n\nB.          The parties desire to amend and restate in its entirety the Original\n            Purchase and Sale Agreement in order to, among other things, provide\n            for the addition of Solectron Technology as an Originator hereunder.\n\nC.          Each Originator wishes to sell Receivables that it now owns and from\n            time to time  hereafter will own to the Initial  Purchaser,  and the\n            Initial  Purchaser  is  willing,  on the  terms and  subject  to the\n            conditions contained in this Agreement, to purchase such Receivables\n            from such Originator at such time.\n\n\n\n\n\n\nD.        The Initial Purchaser entered into the Original  Receivables  Purchase\n          Agreement and the Amended and Restated  Receivables Purchase Agreement\n          and will  enter  into the  Second  Amended  and  Restated  Receivables\n          Purchase Agreement, pursuant to which, among other things, the Initial\n          Purchaser sold and intends to continue to sell to the Issuer undivided\n          ownership  interests in the  Receivables and the other items specified\n          in Section 1.2(c) of the Second  Amended and Restated  ---------------\n          Receivables Purchase Agreement.\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.  Previous  Purchases.  Subject  to and  upon the  terms  and\nconditions  set forth in the  Original  Purchase and Sale  Agreement  (including\nArticle II), Solectron and Solectron California sold and assigned to the Initial\nPurchaser,  and the Initial  Purchaser  purchased  from  Solectron and Solectron\nCalifornia,  each of  Solectron  and  Solectron  California's  right,  title and\ninterest in, to and under:\n\n      (a)  each  Receivable  that was  owing on the  closing  of  Solectron  and\nSolectron Corporation's business, as applicable, on September 17, 1997;\n\n      (b) each  Receivable  created  or  acquired  by  Solectron  and  Solectron\nCorporation from September 17, 1997, to but excluding the Effective Date;\n\n      (c) all Related Security with respect to such Receivables; and\n\n      (d)  All  Collections  with  respect  to,  and  other  proceeds  of,  such\nReceivable and Related Security.\n\n      The parties hereto agree that from and after the Effective Date, the terms\nand  conditions  of  this  Purchase  and  Sale  Agreement  and  the  rights  and\nobligations of the parties set forth herein,  shall apply to the Receivables and\nRelated Assets  purchased by the Initial  Purchaser from Solectron and Solectron\nCalifornia,   irrespective  of  whether  such  Receivables  and  Related  Assets\noriginally  were  purchased  by the Initial  Purchaser  pursuant to the Original\nPurchase and Sale Agreement or this Agreement.\n\n      SECTION 1.2.  Agreement to Purchase and Sell. On the terms and  conditions\nhereinafter set forth, each Originator agrees to sell to the Initial  Purchaser,\nand the Initial Purchaser agrees to purchase from such Originator,  at the times\nset forth in Section 1.3, but prior to the Purchase and Sale  Termination  Date,\nall of such Originator's right, title, and interest in, to and under:\n\n                                       2\n\n\n\n      (a) each Receivable of Solectron and Solectron  Corporation that was owing\non  the  closing  of  Solectron's  and  Solectron   Corporation's  business,  as\napplicable, on the Effective Date;\n\n      (b) each  Receivable of  Solectron,  Solectron  Corporation  and Solectron\nTechnology from and including the close of business, as applicable,  on February\n22, 1999 to and including the Purchase and Sale Termination Date; and\n\n      (c) all Related Security with respect to such Receivables, and\n\n      (d)  all  Collections  with  respect  to,  and  other  proceeds  of,  such\nReceivables and Related Security.\n\n      The items  listed in  clauses  (c) and (d) of the  preceding  sentence  in\nrelation to any Receivables are herein  collectively called the \"Related Assets\"\nor, with respect to any such Receivable, the \"Related Asset\".\n\n      SECTION 1.3.   Timing of Purchases.\n\n      (a) Regular  Purchases.  After the  Effective  Date until the Purchase and\nSale  Termination  Date,  each  Receivable and Related Asset of each  Originator\nshall be  deemed  to have been sold to the  Initial  Purchaser  pursuant  hereto\nimmediately  (and  without  any formal or other  instrument  of  assignment  and\nwithout further action by any Person) upon the creation of such Receivable.\n\n      (b) Lock-Box  Accounts.  As of the Effective Date, each Originator  hereby\nsells to the Initial Purchaser,  and the Initial Purchaser hereby purchases from\nsuch  Originator,  all of such  Originator's  right,  title and  interest in the\nLock-Box  Accounts and any related deposit  accounts and post office boxes,  all\nmonies,  instruments,  and other  property  from time to time held or on deposit\ntherein, all certificates and instruments,  if any, from time to time evidencing\nsuch Lock-Box  Accounts,  related deposit accounts and post office boxes and all\nrelated agreements between such Originator and the applicable Lock-Box Banks.\n\n      SECTION 1.4.  Calculation of Purchase  Price.  As soon as available and in\nany event not later than the tenth calendar day of each month or, if such day is\nnot a Business  Day, the first  Business  Day  thereafter,  the  Servicer  shall\ndeliver to the Initial Purchaser, the Administrator and each Originator a Seller\nReport with  respect to the Initial  Purchaser's  purchases of  Receivables  and\nRelated Assets from such Originator  during the immediately  preceding  Purchase\nPeriod.  \"Purchase  Period\"  means,  with  respect to any  Month-End  Date,  the\ncalendar  month ending on such  Month-End  Date.  \"Payment Date\" means the third\nBusiness Day following the day upon which the Seller Report was delivered by the\nServicer as provided in this  Section 1.4.  The  \"Purchase  Price\" to be paid to\nsuch Originator on each Payment Date for the Receivables and Related Assets sold\nby  such  Originator   pursuant  to  Section  1.2  during  the  Purchase  Period\nimmediately  preceding  such  Payment  Date  shall be set forth in the  relevant\nSeller Report and shall be determined in accordance with the following formula:\n\n                                       3\n\n\n     PP   =     AOB - PD\n\n      where:\n\n     PP   =    the Purchase Price to be paid to such  Originator on the relevant\n               Payment Date;\n\n     AOB  =    the aggregate  Outstanding  Balance of the Receivables  that\n                  were purchased from such Originator during the Purchase Period\n                  immediately preceding such Payment Date. (For purposes of this\n                  calculation,  the Outstanding Balance of a Receivable shall be\n                  measured  only at the time of such  Receivable's  creation and\n                  sale to the Initial Purchaser.)\n\n     PD   =    the  Purchase  Discount  as measured  on such  Payment  Date\n                  pursuant to Section 1.5.\n\n      SECTION 1.5.   Definitions and Calculations Related to Purchase Discount.\n\n      (a) Purchase Discount. \"Purchase Discount\" for the Receivables and Related\nAssets that were  purchased  from each  Originator  during the  Purchase  Period\nimmediately  preceding a Payment Date shall be determined in accordance with the\nfollowing formula:\n\n      PD   =      AOB x (LD + FD)\n\n      where:\n\n      PD   =     the Purchase Discount as measured on such Payment Date;\n\nAOB, in respect of such Originator, has the meaning set forth in Section 1.4;\n\n      LD   =     the  Loss  Discount  as  measured  on such  Payment  Date,\n                 as  determine pursuant to paragraph (b) below; and\n\n      FD   =     the Funding  Discount as measured on such Payment  Date,  as\n                 determined pursuant to paragraph (c) below.\n\n      (b) Loss Discount.  \"Loss  Discount\" in effect for any day with respect to\nan  Originator  shall mean the lesser of (i) fifteen  percent (15%) and (ii) the\nresult,  expressed as a percentage,  calculated as of the most recent  Month-End\nDate, of the quotient of (a) the  aggregate  Outstanding  Amount of  Receivables\noriginated  by such  Originator  that became  Defaulted  Receivables  during the\nPurchase  Period  ending on such  Month-End  Date  divided by (b) the  aggregate\nOutstanding  Balance of  Receivables  that were  originated  by such  Originator\nduring the  Purchase  Period that  occurred  six  calendar  months  prior to the\nPurchase Period ending on such Month-End Date.\n\n                                       4\n\n\n\n\n     (c) Funding Discount.  \"Funding Discount\" with respect to an Originator, as\nmeasured on any Payment Date,  means a percentage  determined in accordance with\nthe following formula:\n\n     FD   = (AM\/360) x FR\n\n      where:\n\n     FD   = the Funding Discount as measured on such Payment Date;\n\n     AM   = the Average  Maturity of the Receivables as of the most recent Month\n          End Date; and\n\n     FR   = the Funding Rate as measured on such  Payment  Date,  as  determined\n          pursuant to paragraph (d) below.\n\n      (d) Funding Rate.  \"Funding  Rate\" as measured on any Payment Date means a\nper annum percentage rate determined in accordance with the following formula:\n\n     FR   = 0.02% + DRP + SFP + EXP\n\n      where:\n\n     FR   = the Funding Rate as measured on such Payment Date;\n\n     DRP  = the \"Discount Rate  Percentage\",  which shall be equal to a fraction\n          (expressed as a  percentage)  (x) the numerator of which is the sum of\n          the  products  obtained by  multiplying  (A) each CP Rate or Alternate\n          Rate applicable to each Portion of Capital outstanding as of the first\n          day of the Purchase  Period ending on the Month-End  Date  immediately\n          preceding  such Payment  Date,  times (B) the amount of the Portion of\n          Capital to which such CP Rate or Alternate  Rate applied on such first\n          day, and (y) the  denominator  of which is the  aggregate  outstanding\n          amount of Capital on such first day;\n\n\n     SFP  = the  \"Servicer's  Fee  Percentage\",  which shall be equal to the per\n          annum percentage rate contemplated by the definition of Servicing Fee;\n          and\n\n     EXP  = the amount,  expressed as a per annum  percentage rate, of any fees,\n          costs and  expenses  incurred  by the  Initial  Purchaser  during  the\n          Purchase Period  preceding such Payment Date (and not accounted for in\n          the Discount Rate Percentage),  including without  limitation  reserve\n          costs, tax payments and indemnity obligations of the Initial Purchaser\n          for which the Initial  Purchaser is not  indemnified  pursuant to this\n          Agreement;   provided,  however,  that,  for  purposes  of  minimizing\n          fluctuations  in the rate calculated as the Funding Rate, the Servicer\n          may  allocate  and spread any  unscheduled  or  unaccruable \n\n                                       5\n\n\n\n          costs and expenses of the Initial Purchaser over several Payment Dates\n          at the Servicer's  reasonable  discretion,  subject to the requirement\n          that such  allocation  be  reasonably  calculated to allow the Initial\n          Purchaser to recover such costs and expenses over a reasonable  period\n          of time.\n\n      SECTION 1.6.  Purchase Price Payments.  On the Effective Date, the Initial\nPurchaser  shall pay each  Originator the Purchase Price for the Receivables and\nRelated  Assets sold by such  Originator,  if any, on that date. On each Payment\nDate  falling  after the date of the  purchase  pursuant to Section  1.3, on the\nterms and subject to the  conditions of this  Agreement,  the Initial  Purchaser\nshall pay to each  Originator the Purchase Price for the Receivables and Related\nAssets purchased from such Originator,  if any, during the immediately preceding\nPurchase Period as follows:\n\n            (i) First,  by making a cash payment to or at the  direction of such\n      Originator to the extent that the Initial  Purchaser has cash available to\n      make such payment  subject to the terms of clause (m) of Exhibit IV to the\n      Receivables Purchase Agreement; and\n\n            (ii) Second, to the extent any portion of the Purchase Price remains\n      unpaid,  the principal amount outstanding under the Initial Purchaser Note\n      issued to such  Originator  automatically  shall be increased in an amount\n      equal to such remaining Purchase Price.\n\n      SECTION 1.7.   The Initial Purchaser Notes.\n\n      (a) On or prior to the date hereof, the Initial Purchaser shall deliver to\neach  Originator  a  promissory  note in the form of  Annex A to this  Agreement\npayable to the order of such Originator (each such promissory note, as it may be\namended, amended and restated, endorsed or otherwise modified from time to time,\ntogether  with any  promissory  notes  issued from time to time in  substitution\ntherefor or renewal thereof in accordance with the Transaction Documents,  being\ncalled the \"Initial  Purchaser Note\").  The obligations of the Initial Purchaser\nto  each  Originator   under  the  related  Initial   Purchaser  Note  shall  be\nsubordinated in accordance with the terms of such Initial Purchaser Note.\n\n      (b) The Servicer shall hold the Initial Purchaser Notes for the benefit of\nthe  Originators,  and shall make all  appropriate  record-keeping  entries with\nrespect to the Initial  Purchaser  Notes or otherwise to reflect the payments on\nand  adjustments  of such Initial  Purchaser  Notes.  The  Servicer's  books and\nrecords shall constitute rebuttable presumptive evidence of the principal amount\nof and  accrued  interest  on the Initial  Purchaser  Notes at any time.  By its\nexecution of this Agreement,  the Servicer  acknowledges  receipt of the Initial\nPurchaser Notes relating to the Originators.  Each Originator hereby irrevocably\nauthorizes the Servicer to mark its Initial  Purchaser Note  \"CANCELLED\"  and to\nreturn such Initial  Purchaser  Note to the Initial  Purchaser upon the full and\nfinal payment thereof after the Purchase and Sale Termination Date.\n\n     SECTION 1.8.  Deemed  Collections,  Etc. On and after the Initial  Purchase\nDate:\n\n                                       6\n\n\n\n      (a) if on any day the Outstanding  Balance of any Receivable is reduced or\nadjusted as a result of any defective, rejected, returned, repossessed, goods or\nservices,  or any discount or other  adjustment  made by an  Originator,  or any\nsetoff or dispute between such Originator and an Obligor,  such Originator shall\nbe deemed to have  received on such day a Collection  of such  Receivable  in an\namount equal to the amount of such  reduction or adjustment and shall deliver to\nthe  Servicer  for   application  in  accordance  with  Section  1.4(b)  of  the\nReceivables  Purchase  Agreement in same day funds an amount equal to the amount\nof such reduction or adjustment;\n\n      (b) if on any day any of the  representations  or  warranties in paragraph\n(h) of  Exhibit  II hereto  is not true  with  respect  to any  Receivable,  the\napplicable  Originator shall be deemed to have received on such day a Collection\nof such  Receivable  in an  amount  equal  to the  Outstanding  Balance  of such\nReceivable  and shall  deliver to the Servicer in same day funds an amount equal\nto the Outstanding Balance of such Receivable for application in accordance with\nSection 1.4(b) of the Receivables Purchase Agreement;\n\n      (c) except as  provided in  paragraph  (a) or (b) of this  Section,  or as\notherwise required by applicable law or the relevant  Contract,  all Collections\nreceived from an Obligor of any Receivables originated by an Originator shall be\napplied  to such  Receivables  of such  Obligor  in the order of the age of such\nReceivables,  starting  with the oldest such  Receivable,  unless  such  Obligor\ndesignates in writing its payment for application to specific Receivables; and\n\n      (d) if and to the extent the Initial  Purchaser  shall be required for any\nreason to pay over to an Obligor (or any trustee, receiver, custodian or similar\nofficial in any Insolvency Proceeding) any amount received by it hereunder, such\namount  shall be deemed  not to have been so  received  but  rather to have been\nretained by the applicable  Originator and,  accordingly,  the Initial Purchaser\nshall have a claim against such Originator for such amount, payable immediately.\n\n      SECTION  1.9.  No  Recourse.  Except  as  specifically  provided  in  this\nAgreement,  the purchase and sale of  Receivables  and Related Assets under this\nAgreement  shall be without  recourse  to the  Originators;  provided  that each\nOriginator  shall be liable to the Initial  Purchaser  for all  representations,\nwarranties,  covenants and indemnities  made by such Originator  pursuant to the\nterms of this  Agreement,  it being  understood  that,  under  the terms of this\nAgreement,  such obligations of such Originator will not arise on account of the\nfailure of the  Obligor  for credit  reasons to make any payment in respect of a\nReceivable.\n\n      SECTION 1.10.  True Sales.\n\n      (a) Each  Originator  and the Initial  Purchaser  intend the  transactions\nhereunder to constitute true sales (or to the extent the Subscription  Agreement\napplies, true conveyances in the form of capital  contributions) of Receivables,\nRelated  Assets and the  Lock-Box  Accounts  (and the other items  described  in\nSection 1.2) by such Originator to the Initial  Purchaser  providing the Initial\nPurchaser  with the full  benefits of  ownership  thereof,  and no party  hereto\nintends the transactions  contemplated hereunder to be, or for any purpose to be\ncharacterized as, a loan from the Initial Purchaser to the Originators.\n\n\n                                       7\n\n\n      (b) In the  event  (but  only  to  the  extent)  that  the  conveyance  of\nReceivables and Related Assets  hereunder is  characterized  by a court or other\nGovernmental  Authority as a loan rather than a sale, each  Originator  shall be\ndeemed hereunder to have granted to the Initial  Purchaser,  and such Originator\nhereby  grants to the  Initial  Purchaser,  a security  interest  in all of such\nOriginator's  right,  title and interest in, to and under all of the  following,\nwhether now or hereafter owned, existing or arising: (A) all Receivables of such\nOriginator,  (B) all Related Security with respect to each such Receivable,  (C)\nall Collections with respect to each such Receivable, (D) the Lock-Box Accounts,\nall amounts on deposit therein,  all certificates and instruments,  if any, from\ntime to time evidencing such Lock-Box  Accounts and amounts on deposit  therein,\nand all related  agreements  between such Originator and the Lock-Box Banks, and\n(E) all proceeds of, and all amounts received or receivable under any or all of,\nthe  foregoing.  Such security  interest  shall secure all of such  Originator's\nobligations   (monetary  or  otherwise)  under  this  Agreement  and  the  other\nTransaction  Documents to which it is a party, whether now or hereafter existing\nor arising, due or to become due, direct or indirect, absolute or contingent. In\nthe event  (but only to the  extent)  that the  conveyance  of  Receivables  and\nRelated  Assets  hereunder  is  characterized  by a court or other  Governmental\nAuthority as a loan rather than a sale, the Initial  Purchaser  shall have, with\nrespect to the property  described in this Section  1.10(b),  and in addition to\nall the other rights and remedies  available to the Initial Purchaser under this\nAgreement and applicable  law, any  additional  rights and remedies of a secured\nparty specified under any applicable UCC, and this Agreement shall  constitute a\nsecurity agreement under applicable law.\n\n      SECTION 1.11.  Payments and Computations, Etc.\n\n      (a) All amounts to be paid or deposited by each Originator or the Servicer\nhereunder  shall be paid or  deposited  no later  than 12:00 noon (New York City\ntime) on the day  when due in same day  funds  in  United  States  dollars.  All\namounts  received  after  12:00 noon (New York City time) will be deemed to have\nbeen received on the immediately succeeding Business Day.\n\n      (b) Each Originator shall, to the extent permitted by law, pay interest on\nany amount not paid or deposited by such  Originator  when due hereunder,  at an\ninterest rate per annum equal to 2.0% per annum above the Base Rate,  payable on\ndemand.\n\n      (c)  All   computations   of  interest  under  Section   1.11(b)  and  all\ncomputations of the Purchase Price,  fees, and other amounts  hereunder shall be\nmade on the  basis of a 360-day  year and  actual  days  elapsed.  Whenever  any\npayment  or  deposit  to be made  hereunder  shall be due on a day other  than a\nBusiness  Day,  such  payment  or deposit  shall be made on the next  succeeding\nBusiness Day and such extension of time shall be included in the  computation of\nsuch payment or deposit.\n\n\n                                       8\n\n\n\n\n                                   ARTICLE II\n\n            CONDITIONS TO PURCHASES; REPRESENTATIONS AND WARRANTIES;\n                COVENANTS; PURCHASE AND SALE TERMINATION EVENTS\n\n      SECTION  2.1.  Conditions  to  Purchases.  The  obligation of the Initial\nPurchaser to make any purchase of Receivables  and Related  Assets  hereunder is\nsubject to  satisfaction  of the  conditions  to purchase set forth in Exhibit I\nhereto.\n\n      SECTION 2.2.  Representations and Warranties;  Covenants. Each Originator\nhereby makes the  representations  and  warranties set forth in Exhibit II as of\nthe Effective  Date,  and hereby agrees to perform and observe the covenants set\nforth in Exhibit III hereto.\n\n      SECTION 2.3.  Purchase and Sale Termination  Events.  If any Purchase and\nSale  Termination  Event  set  forth in  Exhibit  IV shall  occur,  the  Initial\nPurchaser may, with the prior written consent of the Administrator, by notice to\neach  Originator  (with a copy to the  Administrator),  declare the Purchase and\nSale Termination  Date to have occurred;  provided that  automatically  upon the\noccurrence of an event (without any  requirement  for the passage of time or the\ngiving of notice)  described in clause (f) of Exhibit IV hereto the Purchase and\nSale Termination Date shall occur.\n\n      The agreement of each  Originator to sell  Receivables  and Related Assets\nhereunder,  and the agreement of the Initial  Purchaser to purchase  Receivables\nand Related Assets from such Originator hereunder, shall terminate automatically\non the earlier to occur of (i) the Purchase and Sale  Termination  Date and (ii)\nthe  Facility  Termination  Date;  provided  that in the event that each related\nPurchase and Sale Termination Event shall cease to exist, such agreements of the\nOriginators and Initial  Purchaser shall be  automatically  reinstated as though\nsuch Purchase and Sale Termination Date had never occurred.  Notwithstanding the\noccurrence of the Purchase and Sale  Termination  Date, all  obligations of each\nOriginator  under the Transaction  Documents that shall have arisen prior to the\nPurchase and Sale  Termination Date shall survive until each such obligation has\nbeen finally and fully paid and performed by such Originator.\n\n      Upon the occurrence of a Purchase and Sale Termination  Event, the Initial\nPurchaser  shall have,  in addition to all other rights and remedies  under this\nAgreement or otherwise,  all other rights and remedies provided under the UCC of\neach  applicable  jurisdiction  and other  applicable  laws,  which  rights  and\nremedies shall be cumulative.  Without limiting the foregoing, the occurrence of\na Purchase and Sale  Termination  Event  hereunder shall not deny to the Initial\nPurchaser   any  remedy  to  which  the  Initial   Purchaser  may  be  otherwise\nappropriately  entitled,  whether  by statute or  applicable  law,  at law or in\nequity.\n\n\n\n                                       9\n\n\n\n                                   ARTICLE III\n\n                                 INDEMNIFICATION\n\n      SECTION 3.1. Indemnities by each Originator.  Without limiting any other\nrights which the Initial  Purchaser or any Indemnified  Party may have hereunder\nor under applicable law, each Originator  hereby agrees to indemnify the Initial\nPurchaser and each  Indemnified  Party from and against any and all  Indemnified\nAmounts  arising out of or resulting  from this Agreement  (whether  directly or\nindirectly)  or the  use of  proceeds  of  purchases  or  the  ownership  of any\nReceivable or Related Asset, excluding,  however, (a) Indemnified Amounts to the\nextent resulting from gross negligence or willful  misconduct on the part of the\nInitial  Purchaser or such Indemnified  Party, (b) recourse (except as otherwise\nspecifically  provided in this Agreement) for  uncollectible  Receivables or (c)\nany overall net income taxes or franchise taxes imposed on the Initial Purchaser\nor such  Indemnified  Party by the  jurisdiction  under  the laws of which  such\nIndemnified  Party is organized or any political  subdivision  thereof.  Without\nlimiting or being limited by the  foregoing,  but subject to the  exclusions set\nforth in the  preceding  sentence,  each  Originator  shall pay on demand to the\nInitial  Purchaser and each Indemnified  Party any and all amounts  necessary to\nindemnify the Initial  Purchaser and such Indemnified Party from and against any\nand all Indemnified Amounts relating to or resulting from any of the following:\n\n            (i) the failure of any  information  provided by such  Originator to\n      the Initial Purchaser,  the Issuer, the Administrator or the Servicer with\n      respect to Receivables or this Agreement to be true and correct;\n\n            (ii) the failure of any representation or warranty or statement made\n      or  deemed  made by such  Originator  under  or in  connection  with  this\n      Agreement to have been true and correct in all respects when made;\n\n            (iii) the failure by such  Originator to comply with any  applicable\n      law,  rule or  regulation  with respect to any  Receivable  or any Related\n      Asset; or the failure of any Receivable or Related Asset to conform to any\n      such applicable law, rule or regulation;\n\n            (iv)  the  failure  to vest in the  Initial  Purchaser  a valid  and\n      enforceable (A) perfected ownership interest in each Receivable originated\n      by such  Originator  at any time  existing  and the  Related  Assets  with\n      respect thereto and in the items covered by Section 1.3(b) and (B) a first\n      priority  perfected  security  interest in the items  described in Section\n      1.10(b) to the extent Section 1.10(b) is applicable, in each case free and\n      clear of any Adverse 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  originated  by such  Originator  and the  Related  Assets  in\n      respect thereof,  whether at the time of any purchase or at any subsequent\n      time;\n\n                                       10\n\n\n\n            (vi) any  dispute,  claim,  offset,  billing  adjustment  or defense\n      (other than  discharge in bankruptcy of the Obligor) of the Obligor to the\n      payment  of any  Receivable  originated  by  such  Originator  (including,\n      without  limitation,  a defense  based on such  Receivable  or the related\n      Contract not being a legal,  valid and binding  obligation of such Obligor\n      enforceable  against it in accordance with its terms),  or any other claim\n      resulting  from  the  sale  of the  goods  or  services  related  to  such\n      Receivable or the  furnishing or failure to furnish such goods or services\n      or relating to collection  activities  with respect to such Receivable (if\n      such collection  activities were performed by such  Originator,  or any of\n      its  Affiliates,  acting  as  Servicer  or by  any  agent  or  independent\n      contractor retained by such Originator or any of its Affiliates);\n\n            (vii) any  failure  of such  Originator  to  perform  its  duties or\n      obligations  in accordance  with the  provisions  hereof or to perform its\n      duties or 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 relating to a Receivable originated by such Originator;\n\n            (ix)  the  commingling  by any  Solectron  Party of any  portion  of\n      Collections of 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 the  ownership  of any\n      Receivable or Related Asset;\n\n            (xi)  any  requirement  that all or a  portion  of the  payments  or\n      distributions  made to the Initial  Purchaser  pursuant to this  Agreement\n      shall be rescinded or otherwise  must be returned to such  Originator  for\n      any reason; or\n\n            (xii) 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.  Contribution.  If  for  any  reason  the  indemnification\nprovided  above in this  Article III (and  subject to the  exceptions  set forth\ntherein) is unavailable to the Initial  Purchaser or an Indemnified  Party or is\ninsufficient  to hold the Initial  Purchaser or an Indemnified  Party  harmless,\nthen each  Originator  shall  contribute  to the maximum  amount of  Indemnified\nAmount  payable or paid by the Initial  Purchaser or such  Indemnified  Party in\nsuch  proportion  as is  appropriate  to reflect not only the relative  benefits\nreceived by the Initial  Purchaser or such Indemnified Party on the one\n\n                                       11\n\n\nhand and such  Originator on the other hand, but also the relative fault of such\nIndemnified Party (if any) and such Originator and any other relevant  equitable\nconsiderations.\n\n\n                                   ARTICLE IV\n\n                     ADMINISTRATION AND COLLECTIONS; ADDITIONAL RIGHTS\n                  AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES\n\n      SECTION 4.1. Servicing of Receivables and Related Assets. Consistent with\nthe Initial Purchaser's ownership of the Receivables and the Related Assets, the\nInitial  Purchaser shall have the sole right to service,  administer and collect\nthe Receivables,  to assign such right and to delegate such right to others.  In\nconsideration  of the Initial  Purchaser's  purchase of the  Receivables and the\nRelated  Assets,  each  Originator  agrees to  cooperate  fully with the Initial\nPurchaser  to  facilitate  the full and proper  performance  of such  servicing,\nadministering  and  collecting  for the  benefit of the Initial  Purchaser,  the\nIssuer  and  the  Administrator.  To the  extent  that  the  Initial  Purchaser,\nindividually  or through the Servicer,  has granted or grants powers of attorney\nto the Administrator under the Receivables  Purchase Agreement,  each Originator\nhereby grants a corresponding power of attorney on the same terms to the Initial\nPurchaser.  Each  Originator  hereby  acknowledges  and agrees  that the Initial\nPurchaser,  in all of its capacities,  shall assign to the Administrator for the\nbenefit of the Issuer and the  Administrator  such powers of attorney  and other\nrights  and  interests  granted  by such  Originator  to the  Initial  Purchaser\nhereunder,  and agrees to cooperate fully with the Administrator in the exercise\nof such rights.\n\n      SECTION 4.2.  Rights of the Initial Purchaser; Enforcement Rights.\n\n      (a) The Initial  Purchaser  shall have no  obligation  to account  for, to\nreplace,  to substitute or to return any  Receivables  or Related  Assets to any\nOriginator.  Without limiting the foregoing, the Initial Purchaser shall have no\nobligation to account for, or to return to any Originator,  Collections,  or any\ninterest or other finance charge collected  pursuant thereto,  without regard to\nwhether such  Collections  and charges are in excess of the  Purchase  Price for\nsuch Receivables and Related Assets.\n\n      (b) The Initial  Purchaser  shall have the  unrestricted  right to further\nassign,  transfer,  deliver,  hypothecate,  subdivide or otherwise deal with the\nReceivables  and Related  Assets (and other items covered by Section  1.2(c) and\n(d)), and all of the Initial  Purchaser's  right,  title and interest in, to and\nunder this Agreement,  on whatever terms the Initial  Purchaser shall determine,\npursuant to the Receivables Purchase Agreement or otherwise.\n\n      (c) The Initial Purchaser shall have the sole right to retain any gains or\nprofits created by buying, selling or holding the Receivables and Related Assets\nand shall have the sole risk of and responsibility for losses or damages created\nby such buying,  selling or holding, it being understood that this Section shall\nnot limit the Initial Purchaser's rights and remedies pursuant to Article III or\nother provisions of this Agreement or pursuant to applicable law.\n\n                                       12\n\n\n\n      (d) At any time  following  the  designation  of a  Servicer  (other  than\nSolectron) pursuant to Section 4.1 of the Receivables Purchase Agreement:\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 any Originator to give notice of\n      the Initial  Purchaser's  or the Issuer's  interest in Receivables to each\n      Obligor,  which notice shall direct that  payments be made directly to the\n      Administrator  or  its  designee,  and  upon  such  instruction  from  the\n      Administrator  such  Originator  shall give such  notice at the expense of\n      such Originator; provided, that if such Originator fails to so notify each\n      Obligor, the Administrator may so notify the Obligors; and\n\n            (iii) the  Administrator  may request such  Originator  to, and upon\n      such  request  such  Originator  shall,  (A)  assemble  all of the records\n      necessary or desirable to collect the  Receivables and the Related Assets,\n      and  transfer or license  the use of, to the new  Servicer,  all  software\n      necessary or desirable to collect the  Receivables and the Related Assets,\n      and make the same  available  to the  Administrator  or its  designee at a\n      place selected by the  Administrator,  and (B) segregate all cash,  checks\n      and  other  instruments  received  by it from  time  to time  constituting\n      Collections with respect to the Receivables in a manner  acceptable to the\n      Administrator and, promptly upon receipt,  remit all such cash, checks and\n      instruments,  duly endorsed or with duly executed instruments of transfer,\n      to the Administrator or its designee.\n\n      (e)  Each  Originator  hereby  authorizes  the  Initial   Purchaser,   and\nirrevocably  appoints the Initial  Purchaser as its  attorney-in-fact  with full\npower of  substitution  and with full  authority  in the place and stead of such\nOriginator,  which appointment is coupled with an interest,  to take any and all\nsteps in the name of such Originator and on behalf of such Originator  necessary\nor desirable,  in the  determination of such Originator,  to collect any and all\namounts or portions thereof due under any and all Receivables originated by such\nOriginator or Related Assets, including, without limitation,  endorsing the name\nof such Originator on checks and other instruments  representing Collections and\nenforcing such Receivables and Related Assets.  Notwithstanding  anything to the\ncontrary  contained in this  subsection  (e), 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  4.3.  Responsibilities  of each  Originator.  On and  after  the\nEffective Date, anything herein to the contrary notwithstanding:\n\n            (a) Each  Originator  agrees  to  deliver  any  Collections  that it\n      receives, in the form so received, to Lock-Box Accounts in accordance with\n      clause (j) of Exhibit  III and agrees that all such  Collections  shall be\n      deemed to be  received  in trust for the  Initial  Purchaser  and\n\n                                       13\n\n\n     shall be maintained and segregated  separate and apart from all other funds\n     and moneys of such Originator until such delivery; and\n\n            (b)  Each  Originator  shall  (i)  perform  all of  its  obligations\n      hereunder and under the Contracts  related to the  Receivables and Related\n      Assets  (and under its  agreements  with the  Lock-Box  Banks) to the same\n      extent as if the  Receivables,  Related Assets and Lock-Box  Accounts (and\n      the other items  described in Section 1.2(c) and 1.2(d)) had not been sold\n      hereunder,  and the  exercise by the Initial  Purchaser or its designee or\n      assignee of the Initial  Purchaser's  rights  hereunder  or in  connection\n      herewith shall not relieve such Originator from such  obligations and (ii)\n      pay when due any taxes,  including,  without  limitation  any sales taxes,\n      payable  in  connection  with  the  Receivables  and  their  creation  and\n      satisfaction.  Notwithstanding anything to the contrary in this Agreement,\n      the Initial Purchaser, the Administrator and the Issuer shall not have any\n      obligation or liability with respect to any Receivable,  Related Asset, or\n      Lock-Box  Account  (or any other  item  described  in  Section  1.2(c) and\n      1.2(d))  nor  shall  any  of  them  be  obligated  to  perform  any of the\n      obligations of such Originator under any of the foregoing.\n\n      SECTION 4.4. Further Action Evidencing Purchases.  Each Originator agrees\nthat from time to time, at its expense, it will promptly execute and deliver all\nfurther  instruments,  UCC  financing  statements  and  documents,  and take all\nfurther  action,   reasonably   requested  by  the  Initial   Purchaser  or  the\nAdministrator  in order to perfect,  protect or more fully evidence the purchase\nof the Receivables  and the Related Assets and Lock-Box  Accounts (and the other\nitems described in Section  1.3(b)) by the Initial  Purchaser  hereunder,  or to\nenable  the  Initial  Purchaser  or the  Administrator,  the Issuer or any other\nIndemnified  Party to exercise or enforce any of its or their respective  rights\nor remedies hereunder or under any other Transaction Document or Program Support\nAgreement;  provided that the Originators shall not be required pursuant to this\nSection 4.4 to take any action that conflicts  with any other  provision of this\nAgreement  or of  the  Receivables  Purchase  Agreement.  Without  limiting  the\ngenerality of the  foregoing,  upon the request of the Initial  Purchaser or the\nAdministrator, such Originator will:\n\n            (a) execute and file such UCC financing or continuation  statements,\n      or amendments thereto or assignments  thereof,  and such other instruments\n      or notices,  as the Initial  Purchaser or the Administrator may reasonably\n      determine to be necessary or appropriate; and\n\n            (b)  legend  the  related  Contracts,  to  reflect  the  sale of the\n      Receivables  and  Related  Assets  pursuant  to  this  Agreement  and  the\n      Receivables Purchase Agreement.\n\n      Each Originator hereby authorizes the Initial Purchaser or its designee or\nassignee  to file one or more UCC  financing  or  continuation  statements,  and\namendments  thereto  and  assignments  thereof,  relative  to  all or any of the\nReceivables and Related  Assets,  in each case whether now existing or hereafter\ngenerated.  If  any  Originator  fails  to  perform  any of  its  agreements  or\nobligations  under this  Agreement,  the Initial  Purchaser  or its  designee or\nassignee may (but shall not be required to) itself perform, or cause performance\nof, such  agreement or obligation,  and the\n\n                                       14\n\n\n\nreasonable  expenses  of the  Initial  Purchaser  or its  designee  or  assignee\nincurred  in  connection  therewith  shall be payable by such  Originator  under\nSection 5.5.\n\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 an  Originator  or the Servicer\ntherefrom  shall be effective  unless in a writing  signed by the  Administrator\n(and, in the case of an amendment, by the Administrator, such Originator and the\nServicer),  and any  such  waiver  or  consent  shall be  effective  only in the\nspecific  instance and for the specific  purpose for which given.  No failure on\nthe part of the Initial Purchaser or Administrator to exercise,  and no delay in\nexercising, any right hereunder shall operate as a waiver thereof; nor shall any\nsingle or partial exercise of any right hereunder  preclude any other or further\nexercise thereof or the exercise of 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      SECTION 5.3.   Acknowledgment and Consent.\n\n      (a)  Each  of  the  Originators  and  the  Guarantor   acknowledges  that,\ncontemporaneously  herewith or at any time hereafter,  the Initial Purchaser (i)\nis assigning or will assign to the Issuer,  pursuant to the Receivables Purchase\nAgreement,  one or more  undivided  interests in all of the Initial  Purchaser's\nrights,  title and interest in, to and under the Receivables and Related Assets,\nand (ii) is assigning to the Administrator, pursuant to the Receivables Purchase\nAgreement,  all of the Initial  Purchaser's right, title and interest in, to and\nunder  this  Agreement  and the other  Transaction  Documents  (and all  rights,\nremedies,  powers,  privileges  and claims of the Initial  Purchaser  under this\nAgreement (including Article VI) and the other Transaction Documents),  it being\nunderstood  that such  assignment  shall not relieve  any party  hereto from (or\nrequire the Issuer or the  Administrator  to undertake)  the  performance of any\nterm,  covenant or  agreement on the part of any party hereto to be performed or\nobserved  under or in  connection  with this  Agreement,  any other  Transaction\nDocument,  and  any  Pool  Receivable  or  any  Related  Security.  Each  of the\nOriginators and the Guarantor  hereby consents to such  assignments,  including,\nwithout limitation, the assignment by the Initial Purchaser to the Administrator\nfor its  benefit  and the  benefit of the Issuer of (i) the right of the Initial\nPurchaser,  at any time,  to enforce this  Agreement  and any other  Transaction\nDocuments against such Originator and the Servicer,  (ii) the right to appoint a\nsuccessor to the Servicer as set forth therein, (iii) the right, at any time, to\ngive or withhold any and all\n\n                                       15\n\n\nconsents,  requests,  notices,  directions,  approvals,  demands,  extensions or\nwaivers under or with respect to this Agreement,  any other Transaction Document\nor the obligations in respect of such Originator or Guarantor  thereunder to the\nsame  extent  as the  Initial  Purchaser  may do,  and (iv)  all of the  Initial\nPurchaser's  rights,  remedies,  powers,  privileges,  and claims  under or with\nrespect to this Agreement and the other Transaction  Documents  (whether arising\npursuant to the terms of this  Agreement  or any other  Transaction  Document or\notherwise  available  at  law  or  in  equity).   Each  of  the  parties  hereto\nacknowledges  and  agrees  that the  Issuer,  the  Administrator  and the  other\nAffected  Persons  are third  party  beneficiaries  of the rights of the Initial\nPurchaser arising  hereunder and under the other Transaction  Documents to which\nsuch Originator and the Guarantor is a party.\n\n      (b) Each of the Originators and the Guarantor hereby agrees to execute all\nagreements,  instruments and documents,  and to take all other action,  that the\nInitial  Purchaser or the  Administrator  reasonably  determines is necessary or\nreasonably  desirable  to evidence  its  consent  described  in Section  5.3(a);\nprovided  that  neither  the  Originators  nor the  Guarantor  shall be required\npursuant  to  this  Section  5.3  to  execute  any  agreements,  instruments  or\ndocuments,  or take any actions,  that conflict with any other provision of this\nAgreement or of the Receivables Purchase Agreement.\n\n      (c) Each of the Originators and the Guarantor hereby acknowledges that its\nobligations to the  Administrator  for its benefit and the benefit of the Issuer\nare and shall be, to the extent permitted by applicable law or not prohibited by\nany order of any court or administrative or regulatory  authority,  absolute and\nunconditional  under any and all  circumstances  and shall be  unaffected by any\nclaims,  offsets or other  defenses  such  Originator  or the Guarantor may have\nagainst the Initial  Purchaser  (other than in respect of the Initial  Purchaser\nNote),  and each of such  Originator and the Guarantor  agrees that it shall not\ninterpose any such claims,  offsets or defenses as a defense to its  performance\nof its obligations under the Transaction Documents to which it is a party.\n\n      SECTION  5.4.  Binding  Effect;  Assignability.  This  Agreement  shall be\nbinding upon and inure to the benefit of the parties hereto and their respective\nsuccessors and permitted  assigns.  No Originator shall assign any of its rights\nor delegate its obligations hereunder or under any other Transaction Document or\nany interest  herein or therein without the prior written consent of the Initial\nPurchaser and the  Administrator.  Without limiting any other rights that may be\navailable  under  applicable  law,  the rights of the Initial  Purchaser  may be\nenforced through it or by its agents.\n\n      SECTION  V.5.  Costs,  Expenses  and Taxes.  In  addition to the rights of\nindemnification  granted  under Article III,  each  Originator  agrees to pay on\ndemand all costs and expenses in  connection  with the  preparation,  execution,\ndelivery and administration (including, without limitation, periodic auditing of\nReceivables)  of this  Agreement and the other  Transaction  Documents,  and any\namendment,  modification or waiver of any of the foregoing,  including,  without\nlimitation,  Attorney  Costs for the  Administrator,  the Initial  Purchaser and\ntheir respective  Affiliates and agents with respect thereto and with respect to\nadvising  the   Administrator,   the  Initial  Purchaser  and  their  respective\nAffiliates  and agents as to their rights and remedies  under this Agreement and\nthe other Transaction Documents,  and all costs and expenses, if any (including,\nwithout limitation,\n\n                                       16\n\n\n\nAttorney  Costs),  of  the  Administrator,   the  Initial  Purchaser  and  their\nrespective  Affiliates and agents,  in connection  with the  enforcement of this\nAgreement and the other Transaction Documents.\n\n      SECTION 5.6.   No Proceedings; Limitation on Payments.\n\n      (a) Each party hereto hereby agrees that it will not institute against, or\njoin any other  Person in  instituting  against,  the Initial  Purchaser  or 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 is paid in full.\n\n      (b)  Notwithstanding  any  provisions  contained in this  Agreement to the\ncontrary,  the Initial  Purchaser  shall not, and shall not be obligated to, pay\nany amount  pursuant to this Agreement  unless the Initial  Purchaser has excess\ncash flow from  operations or has received funds with respect to such obligation\nwhich may be used to make such payment.\n\n      SECTION 5.7.   GOVERNING LAW AND JURISDICTION.\n\n            (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE\nWITH, THE LAW OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO THE CONFLICT OF\nLAWS  PRINCIPLES  THEREOF),  EXCEPT TO THE EXTENT  THAT THE  PERFECTION  (OR THE\nEFFECT  OF  PERFECTION  OR  NON-PERFECTION)  OF THE  INTERESTS  OF  THE  INITIAL\nPURCHASER IN THE RECEIVABLES AND THE OTHER ITEMS DESCRIBED IN SECTION 1.10(b) IS\nGOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN 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 NEW YORK 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 ANY SUCH ACTION OR PROCEEDING SHALL BE\nCONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR\nIN ANY OTHER  MANNER  PROVIDED BY LAW.  NOTHING IN THIS  AGREEMENT  OR ANY OTHER\nTRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT THAT THE\n\n                                       17\n\n\n\nADMINISTRATOR OR THE ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING\nRELATING  TO THIS  AGREEMENT  OR ANY  OTHER  TRANSACTION  DOCUMENT  AGAINST  ANY\nSOLECTRON  PARTY OR ITS  PROPERTIES  IN THE  COURTS  OF ANY  JURISDICTION.  EACH\nSOLECTRON PARTY HEREBY  IRREVOCABLY AND  UNCONDITIONALLY  WAIVES, TO THE FULLEST\nEXTENT IT MAY LEGALLY AND  EFFECTIVELY DO SO, ANY OBJECTION  WHICH IT MAY NOW OR\nHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING  ARISING\nOUT OF OR RELATING TO THIS  AGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT IN ANY\nCOURT  REFERRED  TO IN THIS  CLAUSE  (b).  EACH  OF THE  PARTIES  HERETO  HEREBY\nIRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, THE DEFENSE OF AN\nINCONVENIENT  FORUM TO THE  MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH\nCOURT. EACH PARTY TO THIS AGREEMENT  IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS\nIN THE MANNER  PROVIDED  FOR NOTICES IN SECTION 5.2.  NOTHING IN THIS  AGREEMENT\nWILL  AFFECT THE RIGHT OF ANY PARTY TO THIS  AGREEMENT  TO SERVE  PROCESS IN ANY\nOTHER 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 Section 1.11,\nSection 2.3,  Article III,  Article IV, Section 5.3,  Section 5.5,  Section 5.6,\nSection 5.7, Section 5.10, Article VI and of this Section 5.9, shall survive any\ntermination of this Agreement.\n\n      SECTION  5.10.  WAIVER  OF  JURY  TRIAL.  EACH  PARTY  HERETO  WAIVES  ITS\nRESPECTIVE  RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON\nOR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT\nOR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR\nOTHER  LITIGATION  OF ANY TYPE  BROUGHT BY ANY OF THE PARTIES  AGAINST ANY OTHER\nPARTY OR  INDEMNIFIED  PARTY,  WHETHER  WITH  RESPECT TO CONTRACT  CLAIMS,  TORT\nCLAIMS,  OR OTHERWISE.  EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF\nACTION  SHALL BE TRIED BY A COURT TRIAL  WITHOUT A JURY.  WITHOUT  LIMITING  THE\nFOREGOING,  EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE  RIGHT\nTO A TRIAL BY JURY IS WAIVED BY  OPERATION  OF THIS  SECTION  AS TO ANY  ACTION,\nCOUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE\nTHE  VALIDITY  OR  ENFORCEABILITY  OF THIS  AGREEMENT  OR ANY OTHER  TRANSACTION\nDOCUMENT  OR ANY  PROVISION  HEREOF OR THEREOF.  THIS WAIVER  SHALL APPLY TO ANY\nSUBSEQUENT  AMENDMENTS,  AMENDMENTS AND  RESTATEMENTS OR  MODIFICATIONS  TO THIS\nAGREEMENT OR ANY OTHER \n\n                                       18\n\n\n\nTRANSACTION DOCUMENT (INCLUDING WITHOUT LIMITATION ANY EXTENSION OF THE FACILITY\nTERMINATION DATE).\n\n      SECTION  5.11.  Entire  Agreement.  This  Agreement  embodies  the  entire\nagreement and  understanding of the parties hereto,  and supersedes all prior or\ncontemporaneous  agreements  and  understandings  of  such  Persons,  verbal  or\nwritten,  relating to the subject  matter  hereof.  The Exhibits,  Schedules and\nAnnexes to this Agreement  shall be deemed  incorporated  by reference into this\nAgreement as if set forth herein.\n\n     SECTION 5.12. Headings.  The captions and headings of this Agreement and in\nany Exhibit  hereto are for  convenience  of reference only and shall not affect\nthe interpretation hereof or thereof.\n\n     SECTION 5.13. Several Obligations. The obligations of the Originators under\nthis Agreement are several but not joint obligations.\n\n\n                                   ARTICLE VI\n\n                                    GUARANTEE\n\n      SECTION  6.1.  Guarantee.   (a)  Guarantor  hereby   unconditionally  and\nirrevocably  covenants and agrees that it will cause  Solectron  California  and\nSolectron  Technology  duly and  punctually  to perform  and  observe all of the\nterms,  conditions,   covenants,   agreements  (including,  without  limitation,\nagreements to make payments or deemed  Collections)  and indemnities  under this\nAgreement and the other  Transaction  Documents  strictly in accordance with the\nterms  hereof  and  thereof  and  that if for any  reason  whatsoever  Solectron\nCalifornia  or  Solectron  Technology  shall fail to so perform and observe such\nterms, conditions,  covenants,  agreements and indemnities,  Guarantor will duly\nand punctually perform and observe the same.\n\n      (b) The  liabilities  and  obligations of Guarantor under this Section 6.1\nshall be  absolute  and  unconditional  under  all  circumstances  and  shall be\nperformed  by Guarantor  regardless  of (i) whether the Initial  Purchaser,  the\nAdministrator,  or the  Issuer  shall  have  taken  any  steps to  collect  from\nSolectron  California  or  Solectron  Technology  any of the amounts  payable by\nSolectron  California or Solectron  Technology to the Initial Purchaser or shall\notherwise have exercised any of their rights or remedies under this Agreement or\nthe other  Transaction  Documents  against  Solectron  California  or  Solectron\nTechnology  or against any Obligor under any of the Pool  Receivables,  (ii) the\nvalidity,  legality or enforceability of this Agreement or any other Transaction\nDocuments,  or the  disaffirmance  of any  thereof  in any  event of  bankruptcy\nrelating to Solectron  California,  (iii) any law,  regulation  or decree now or\nhereafter  in  effect  which  might in any  manner  affect  any of the  terms or\nprovisions  of this  Agreement or any other  Transaction  Document or any of the\nrights  of  Initial  Purchaser,  the  Administrator  or the  Issuer  as  against\nSolectron California,  or Solectron Technology,  or as against any Obligor under\nany of such Pool  Receivables  or which  might cause or permit to be invoked any\nalteration  in time,  amount,  manner of  payment or  performance  of any amount\npayable  by  Solectron   California  or  Solectron  Technology  to  the  Initial\nPurchaser, the\n\n                                       19\n\n\n\nAdministrator or the Issuer under the Transaction Documents,  (iv) the merger or\nconsolidation of Solectron  California or Solectron  Technology into or with any\ncorporation  or any  sale or  transfer  by  Solectron  California  or  Solectron\nTechnology of all or any part of its property, (v) the existence or assertion of\nany  Adverse  Claim  with  respect  to any Pool  Receivable,  or (vi) any  other\ncircumstance  whatsoever  (with or without  notice to or knowledge of Guarantor)\nwhich may or might in any manner or to any extent vary the risk of Guarantor, or\nmight  otherwise  constitute  a legal or  equitable  discharge  of a  surety  or\nguarantor, it being the purpose and intent of Guarantor that the liabilities and\nobligations  of  Guarantor   under  this  Section  6.1  shall  be  absolute  and\nunconditional  under any and all  circumstances,  and  shall  not be  discharged\nexcept by payment and  performance as in this Agreement  provided.  The guaranty\nset forth in this Section 6.1 is a guaranty of payment and  performance  and not\njust of collection.\n\n      (c)  Without  in any  way  affecting  or  impairing  the  liabilities  and\nobligations  of Guarantor  under this Section  6.1, the Initial  Purchaser,  the\nAdministrator  and the  Issuer  may at any  time  and  from  time to time in its\ndiscretion,  without  the  consent  of, or notice  to,  Guarantor,  and  without\nreleasing or affecting Guarantor's liability hereunder, (i) extend or change the\ntime,  manner,  place or terms  of any  Transaction  Document,  (ii)  settle  or\ncompromise  any of the amounts  payable by  Solectron  California  or  Solectron\nTechnology to the Initial  Purchaser,  the Administrator or the Issuer under any\nTransaction  Document  or  subordinate  the same to the claims of others,  (iii)\nretain or obtain a lien upon or security  interest in any property to secure any\nof the  obligations  under any Transaction  Document,  (iv) retain or obtain the\nprimary or  secondary  obligation  of any  obligor or  obligors,  in addition to\nGuarantor,  with  respect to any of the  obligations  due under any  Transaction\nDocument,  or (v) release or fail to perfect any lien upon or security  interest\nin, or impair,  surrender,  release or permit any  substitution in exchange for,\nall or any  part of any  property  securing  any of the  obligations  under  any\nTransaction Document, it being understood that nothing contained in this Section\n6.1(c) shall give the Initial  Purchaser,  the  Administrator  or the Issuer the\nright  to take  any of the  foregoing  actions  if not  permitted  by the  other\nprovisions of this Agreement, by law or otherwise.\n\n      (d) The  provisions of this Section 6.1 shall  continue to be effective or\nbe reinstated,  as the case may be, if at any time payment of any of the amounts\npayable  by  Solectron  California  or  Solectron  Technology,  to  the  Initial\nPurchaser,  the  Administrator  or the Issuer under any Transaction  Document is\nrescinded or must  otherwise be restored or returned by any of such Persons,  as\nthe case may be, upon any event of bankruptcy  involving Solectron California or\nSolectron  Technology,  or  otherwise,  all as though such  payment had not been\nmade. Guarantor hereby waives (i) notices of the occurrence of any default under\nany Transaction Document, (ii) any requirement of diligence or promptness on the\npart of the Initial Purchaser, the Administrator or the Issuer in making demand,\ncommencing  suit or exercising  any other right or remedy under any  Transaction\nDocument,  or otherwise,  and (iii) any right to require the Initial  Purchaser,\nthe  Administrator  or the  Issuer  to  exercise  any  right or  remedy  against\nSolectron  California or Solectron  Technology or the Pool Receivables  prior to\nenforcing  any of  their  rights  against  Guarantor  under  this  Section  6.1.\nGuarantor  agrees that, in the event of an event of  bankruptcy  with respect to\nSolectron California or Solectron Technology, and if such event shall occur at a\ntime  when all of the  indemnified  amounts  and  other  amounts  due  under any\nTransaction  Document  may not then be due and  payable,\n\n                                       20\n\n\n\nGuarantor will pay to Initial  Purchaser or the  Administrator or the Issuer, as\nthe case may be,  forthwith the full amount which would be payable  hereunder by\nGuarantor if all such  indemnified  amounts and other  obligations were then due\nand payable.  Without limiting the foregoing,  Guarantor hereby expressly waives\nany and all  benefits of  California  Civil Code  Sections  2787  through  2855,\ninclusive, 2899 and 3433 and California Code of Civil Procedure Sections 580(a),\n580(b), 580(d) and 726.\n\n      Nothing in this Section 6.1 shall be construed to impose any  liability or\nobligation on Guarantor for any losses in respect of the  collectibility  of any\nReceivable  that would  constitute  credit  recourse to Solectron  California or\nSolectron  Technology for the amount of any Receivable or Related Asset not paid\nby the applicable Obligor.\n\n      SECTION  6.2.  Representation  and  Warranty.  Guarantor  represents  and\nwarrants  that it now has,  and will  continue  to  have,  independent  means of\nobtaining information  concerning the affairs,  financial condition and business\nof  Solectron  California,  Solectron  Technology,  and the  Initial  Purchaser.\nNeither the Administrator or the Issuer shall have any duty or responsibility to\nprovide Guarantor with any credit or other  information  concerning the affairs,\nfinancial condition or business of Solectron  California,  Solectron Technology,\nand  the  Initial   Purchaser   which  may  come  into  the  possession  of  the\nAdministrator or the Issuer.\n\n      SECTION  6.3.  Subrogation.  Guarantor  will not  exercise  or assert any\nrights which it may acquire by way of subrogation under any Transaction Document\nunless and until all of the  obligations  of Solectron  California and Solectron\nTechnology  shall have been paid and  performed in full. If any payment shall be\nmade to Guarantor on account of any  subrogation  rights at any time when all of\nthe obligations of Solectron  California or Solectron  Technology shall not have\nbeen paid and  performed in full,  each and every amount so paid will be held in\ntrust for the benefit of the Initial Purchaser, the Administrator and the Issuer\nand any other applicable Person and forthwith be paid to the Administrator to be\ncredited and applied to the  obligations  of Solectron  California  or Solectron\nTechnology to the extent then  unsatisfied,  in accordance with the terms of the\nTransaction   Documents  or  any  document  delivered  in  connection  with  the\nTransaction Documents, as the case may be.\n\n\n                              [SIGNATURES FOLLOW]\n\n                                       21\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\n                                   SOLECTRON   CORPORATION,  as the Guarantor, \n                                   as  an Originator and as Servicer\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, Building 5\n                                   Milpitas, California 95035\n                                   Attention: Treasurer\n                                   Telephone: (408) 956-6577\n                                   Facsimile: (408) 956-6062\n\n\n\n                                   SOLECTRON TECHNOLOGY, INC.,\n                                   as an Originator\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\n                                   Attention:                                 \n                                   Telephone:                                 \n                                   Facsimile:                                 \n\n        \n                                      S-1\n\n\n\n\n\n                                   SOLECTRON CALIFORNIA CORPORATION,\n                                   as an Originator\n\n                                   By: \/s\/ Susan A. Wang                      \n                                   Name: Susan A. Wang                        \n                                   Title: Chief Financial Officer and Secretary\n\n                                   847 Gibraltar Drive, Building 5\n                                   Milpitas, California 95035\n                                   Attention: Treasurer\n                                   Telephone: (408) 956-6577\n                                   Facsimile: (408) 956-6062\n\n                                   SOLECTRON FUNDING CORPORATION, as\n                                   Initial Purchaser\n\n                                   By: \/s\/ Susan A. Wang                      \n                                   Name: Susan A. Wang                        \n                                   Title: President                           \n\n                                   847 Gibraltar Drive, Building 5\n                                   Milpitas, California 95035\n                                   Attention: Treasurer\n                                   Telephone: (408) 956-6577\n                                   Facsimile: (408) 956-6062\n\n\n                                      S-2\n\n\n                                EXHIBIT I\n\n                            CONDITIONS OF PURCHASES\n\n\n      1.  Conditions  Precedent  to the  Effectiveness  of this  Agreement.  Any\npurchase  under the  Purchase  and Sale  Agreement  is subject to the  condition\nprecedent that the Initial  Purchaser  shall have received each of the following\n(with copies to the Administrator), on or before the date of such purchase, each\nin form and substance  (including the date thereof)  satisfactory to the Initial\nPurchaser and the Administrator:\n\n            (a) The Second Amended and Restated  Receivables Purchase Agreement,\n      duly executed by the parties  thereto,  together with evidence  reasonably\n      satisfactory to the Initial Purchaser that all conditions precedent to the\n      initial purchase of an undivided interest thereunder shall have been met;\n\n            (b)   Duly executed counterparts of the Lock-Box Agreements;\n\n            (c) Evidence that a capital  contribution  of Receivables  having an\n      aggregate Outstanding Balance of not less than $10,000,000 shall have been\n      made to the Initial Purchaser thereunder by Solectron Corporation; and\n\n            (d) Such other agreements,  instruments,  UCC financing  statements,\n      certificates, opinions and other documents as the Initial Purchaser or the\n      Administrator may reasonably request.\n\n      2. Certification as to Representations and Warranties. Each Originator, by\naccepting the Purchase Price paid for each purchase of  Receivables  and Related\nAssets on any day, shall be deemed to have  certified  that its  representations\nand  warranties  contained in  paragraphs  (e), (f), (h), (j), (k), (o), (p) and\n(q),  Exhibit II to the Purchase and Sale  Agreement are true and correct on and\nas of such day, with the same effect as though made on and as of such day.\n\n      3. Effect of Payment of Purchase  Price.  Upon the payment of the Purchase\nPrice  (whether in cash or by an increase in the  principal  amount  outstanding\nunder the applicable Initial Purchaser Note) for any purchase of Receivables and\nRelated Assets,  title to such  Receivables and Related Assets shall vest in the\nInitial Purchaser, whether or not the conditions precedent to such purchase were\nin fact  satisfied;  provided that the Initial  Purchaser shall not be deemed to\nhave waived any claim it may have under the Purchase and Sale  Agreement for the\nfailure by any Originator in fact to satisfy any such condition precedent.\n\n      4. Conditions Precedent to All Purchases. Each purchase under the Purchase\nand Sale  Agreement is subject to the condition  precedent that the agreement of\neach Originator to sell\n\n\n\n\nReceivables  and Related Assets,  and the agreement of the Initial  Purchaser to\npurchase  Receivables and Related Assets,  shall not have terminated pursuant to\nSection 2.3 of the Purchase and Sale Agreement.\n\n\n\n                                      I-2\n\n\n                                 EXHIBIT II\n\n                        REPRESENTATIONS AND WARRANTIES\n\n\n      In order to induce the Initial  Purchaser  to enter into the  Purchase and\nSale  Agreement  and  to  make  purchases  thereunder,  each  Originator  hereby\nrepresents and warrants as follows:\n\n            (a) Organization and Good Standing. Such Originator is a corporation\n      duly incorporated, validly existing and in good standing under the laws of\n      the  jurisdiction  of  its  organization,  and  is  duly  qualified  to do\n      business,  and is in good standing,  in every other jurisdiction where the\n      failure to so qualify could reasonably be expected to result in a material\n      adverse  effect  on  the  business,  assets,   operations,   prospects  or\n      condition,  financial  or  otherwise,  of such  Originator  and any of its\n      subsidiaries  taken as a whole,  the ability of such Originator to perform\n      its obligations under the Purchase and Sale Agreement, or the rights of or\n      benefits available to the Initial Purchaser hereunder.\n\n            (b) Due  Qualification;  No Conflicts.  The execution,  delivery and\n      performance by such  Originator of the Purchase and Sale Agreement and the\n      other  Transaction  Documents to which it is a party,  including,  without\n      limitation,  such  Originator's use of the proceeds of purchases,  (i) are\n      within such Originator's  corporate powers, (ii) have been duly authorized\n      by all necessary corporate action,  (iii) do not contravene or result in a\n      default  under  or  conflict  with (1) such  Originator's  certificate  of\n      incorporation  or  by-laws,  (2) any  material  law,  rule  or  regulation\n      applicable to such Originator,  (3) any contractual restriction binding on\n      or  affecting  such  Originator  or  its  property   (including,   without\n      limitation,  the  Solectron  Credit  Agreement)  or (4) any  order,  writ,\n      judgment,  award,  injunction  or  decree  binding  on or  affecting  such\n      Originator  or its  property  and (iv) do not  result  in or  require  the\n      creation  of  any  Adverse  Claim  upon  or  with  respect  to  any of its\n      properties.  The Purchase  and Sale  Agreement  and the other  Transaction\n      Documents to which it is a party have been duly  executed and delivered by\n      such Originator.\n\n            (c) Consents.  No  authorization or approval or other action by, and\n      no notice to or  filing  with,  any  Governmental  Authority  or any other\n      Person is required for the due execution, delivery and performance by such\n      Originator  of the  Purchase and Sale  Agreement or any other  Transaction\n      Document to which it is a party (other than UCC financing statements filed\n      on or prior to the date of the initial  purchase  under the  Purchase  and\n      Sale  Agreement,   all  of  which  have  been  filed  in  the  appropriate\n      jurisdiction).\n\n            (d) Binding Obligations. Each of the Purchase and Sale Agreement and\n      the other  Transaction  Documents to which it is a party  constitutes  the\n      legal, valid and binding obligation of such Originator enforceable against\n      such Originator in accordance with its terms.\n\n\n\n\n            (e) Financial  Statements.  The balance  sheets of Solectron and its\n      subsidiaries,  in each  case as at  September  30,  1998  and the  related\n      statements   of  income  and  retained   earnings  of  Solectron  and  its\n      subsidiaries, in each case for the fiscal year then ended, copies of which\n      have been  furnished to the  Administrator,  fairly  present the financial\n      condition  of  Solectron  and its  subsidiaries,  as at such  date and the\n      results of the  operations  of  Solectron  and its  subsidiaries,  for the\n      period  ended on such date,  all in  accordance  with  generally  accepted\n      accounting  principles  consistently applied, and since September 30, 1998\n      there has been no material  adverse  change in the  business,  operations,\n      property or financial or other condition or operations of Solectron any of\n      its subsidiaries, the ability of any Originator to perform its obligations\n      under the Purchase and Sale Agreement or the other Transaction  Documents,\n      the  collectibility  of the  Receivables,  or which  affects the legality,\n      validity or enforceability of the Purchase and Sale Agreement or the other\n      Transaction Documents.\n\n            (f) No  Proceedings.  There is no  pending or  threatened  action or\n      proceeding affecting such Originator or any of its subsidiaries before any\n      Governmental Authority or arbitrator which could reasonably be expected to\n      materially adversely affect the business, operations,  property, financial\n      or  other  condition  or  operations  of  such  Originator  or  any of its\n      subsidiaries,  the ability of such  Originator to perform its  obligations\n      under the Purchase and Sale Agreement or the other  Transaction  Documents\n      or the collectibility of the Receivables,  or which affects or purports to\n      affect the legality,  validity or  enforceability of the Purchase and Sale\n      Agreement or the other Transaction Documents.\n\n            (g)  Securities  Exchange  Act. No proceeds of any purchase  will be\n      used to acquire  any equity  security of a class  which is  registered  or\n      required  to be  registered  pursuant  to  Section  12 of  the  Securities\n      Exchange Act of 1934.\n\n            (h) Quality of Title;  Valid Sale;  Etc. Upon its creation and prior\n      to its sale (or  contribution) to the Initial Purchaser under the Purchase\n      and Sale Agreement,  such Originator is the legal and beneficial  owner of\n      each of the  Receivables  and Related  Assets and the items  described  in\n      Section  1.2(c) and 1.2(d) of the  Purchase  and Sale  Agreement  free and\n      clear of any Adverse Claim;  and (i) upon each purchase (or  contribution)\n      the Initial Purchaser shall acquire a valid and enforceable first priority\n      perfected   ownership   interest  in  each  Receivable  then  existing  or\n      thereafter  arising,  in the Related Assets with respect thereto,  and the\n      items  described  in Section  1.2(c) and 1.2(d) of the  Purchase  and Sale\n      Agreement,  free and clear of any Adverse Claim;  or (ii) the Purchase and\n      Sale  Agreement  creates  a  security  interest  in favor  of the  Initial\n      Purchaser in the items  described  in Section  1.10(b) of the Purchase and\n      Sale Agreement,  and the Initial Purchaser has a first priority  perfected\n      security  interest  in such items,  free and clear of any Adverse  Claims.\n      Each  Receivable  constitutes  an \"account\" as such term is defined in the\n      UCC. No effective UCC financing  statement or other instrument  similar in\n      effect  covering any  Receivable or Related Asset with respect  thereto or\n      any Lock-Box Account or any other item described in Section 1.10(b) of the\n      Purchase and Sale  Agreement is on file in any  recording  office,  except\n      those filed in favor of the Initial Purchaser pursuant to the Purchase and\n      Sale  Agreement  and  in  favor  of  the  Administrator  pursuant  to  the\n      Receivables Purchase Agreement.\n\n\n                                      II-2\n\n\n            (i)  Accuracy of  Information.  Each report,  information,  exhibit,\n      financial statement,  document,  book, record or report furnished or to be\n      furnished  at any time by or on behalf of such  Originator  to the Initial\n      Purchaser or the  Administrator  in connection  with this  Agreement is or\n      will be  accurate  in all  material  respects as of its date or (except as\n      otherwise  disclosed to the  Administrator at such time) as of the date so\n      furnished,  and no such item contains or will contain any untrue statement\n      of a  material  fact or  omits  or  will  omit to  state a  material  fact\n      necessary in order to make the statements  contained therein, in the light\n      of the circumstances under which they were made, not misleading.\n\n            (j) Principal Place of Business. The principal place of business and\n      chief  executive  office  (as  such  terms  are  used in the  UCC) of such\n      Originator  and  the  office  where  such  Originator  keeps  its  records\n      concerning  the  Receivables  are  located at the  address  referred to in\n      paragraph  (b) of Exhibit III to the  Purchase and Sale  Agreement  (or at\n      such other  addresses  designated in accordance  with such paragraph (b)),\n      and during the six years prior to the initial  purchase under the Purchase\n      and Sale  Agreement  such  principal  place of business,  chief  executive\n      office and office were located at such address.\n\n            (k)  Lock-Box  Banks,  Accounts.  Such  Originator  has  irrevocably\n      instructed all of the Obligors to make payments on the Receivables only to\n      the  Lock-Box  Accounts or to one or more post office  boxes  covered by a\n      Lock-Box Agreement; provided that, consistent with its efforts to maximize\n      Collections  and its  month-end  collection  practices in effect as of the\n      date of the  Purchase  and Sale  Agreement,  such  Originator  may  permit\n      Obligors to make payments on  Receivables  directly to such  Originator so\n      long as the Rated  Long  Term Debt of  Solectron  is  Investment  Grade or\n      otherwise with the prior written consent of the  Administrator.  Except as\n      contemplated by the Lock-Box Agreements, no Person other than employees of\n      such  Originator  has signing  authority with respect to, or otherwise has\n      the power to withdraw  funds from or to direct  amounts on deposit in, the\n      Lock-Box  Accounts and any related deposit  accounts or post office boxes.\n      The names and  addresses  of all the  Lock-Box  Banks,  together  with the\n      account  numbers of the  Lock-Box  Accounts at such  Lock-Box  Banks,  are\n      specified in Schedule II to the Receivables  Purchase Agreement (except as\n      permitted  by  paragraph  (i) of  Exhibit  III to the  Purchase  and  Sale\n      Agreement).  Each  Lock-Box  Bank has  complied  with all the terms of its\n      Lock-Box Agreement.\n\n            (l) No Violation.  Such  Originator is not in violation of any order\n      of any court, arbitrator or Governmental Authority.\n\n            (m)  Proceeds.  No  proceeds  of any  purchase  will be used for any\n      purpose that violates any applicable  law, rule or regulation,  including,\n      without limitation, Regulation U of the Federal Reserve Board.\n\n            (n) No Purchase and Sale Termination  Events.  No event has occurred\n      and is  continuing,  or would  result from a  purchase,  in respect of the\n      Receivables  or Related  Assets or from the  application  of the  proceeds\n      therefrom, which constitutes a Purchase and Sale Termination Event.\n\n                                      II-3\n\n\n\n            (o)  Maintenance of Books and Records;  Taxes.  Such  Originator has\n      accounted  for each sale (and  contribution)  of  Receivables  and Related\n      Assets in its books and financial  statements as sales (or, in the case of\n      contributions,  as  capital  contributions),   consistent  with  Generally\n      Accepted Accounting Principles.  In addition, each Originator shall treat,\n      and, to the extent such treatment  affects its returns or tax liabilities,\n      report,  the sale of Receivables and Related Assets as a true sale for tax\n      purposes.\n\n            (p) Credit and Collection  Policy.  Such  Originator has complied in\n      all material respects with the Credit and Collection Policy with regard to\n      each Receivable.\n\n            (q) Solvency.  Such  Originator is Solvent;  and at the time of (and\n      immediately  after)  each  purchase  pursuant  to the  Purchase  and  Sale\n      Agreement, such Originator shall have been Solvent.\n\n            (r)  Compliance  with  Transaction  Documents.  Such  Originator has\n      complied with all of the terms,  covenants and agreements contained in the\n      Purchase  and Sale  Agreement  and the  other  Transaction  Documents  and\n      applicable to it.\n\n            (s) Corporate Name. Such Originator's complete corporate name is set\n      forth  in the  preamble  to the  Purchase  and  Sale  Agreement,  and such\n      Originator  does not use and has not  during  the last six years  used any\n      other corporate name,  trade name, doing business name or fictitious name,\n      except  for  names  first  used  after the date of the  Purchase  and Sale\n      Agreement  and  set  forth  in a  notice  delivered  to the  Administrator\n      pursuant to clause (b) of Exhibit III to the Purchase and Sale Agreement.\n\n            (t) No Labor Disputes. There are no strikes, lockouts or other labor\n      disputes  against such Originator or any of its  subsidiaries,  or, to the\n      best of such Originator's knowledge,  threatened against or affecting such\n      Originator or any of its  subsidiaries,  and no  significant  unfair labor\n      practice  complaint  is  pending  against  such  Originator  or any of its\n      subsidiaries  or, to the best  knowledge  of such  Originator,  threatened\n      against any of them by or before any Governmental Authority.\n\n            (u) Pension Plans. During the preceding twelve months, no steps have\n      been taken to terminate any Pension Plan, and no contribution  failure has\n      occurred  with  respect to any Pension Plan  sufficient  to give rise to a\n      lien  under  section  302(f) of  ERISA.  No  condition  exists or event or\n      transaction  has  occurred  with  respect to any Pension  Plan which could\n      result in the  incurrence by such  Originator  of any material  liability,\n      fine or penalty.  Such Originator has no contingent liability with respect\n      to any post-retirement  benefit under a Welfare Plan, other than liability\n      for continuation coverage described in Part 6 of title I of ERISA.\n\n            (v)  Investment  Company  Act.  Such  Originator  is not, and is not\n      controlled  by, an  \"investment  company\"  registered  or  required  to be\n      registered under the Investment Company Act of 1940, as amended.\n\n                                      II-4\n\n                                   EXHIBIT III\n\n                                   COVENANTS\n\n\n      Until the later of the  Purchase and Sale  Termination  Date and the Final\nPayout Date each Originator covenants and agrees, as to itself, as follows:\n\n            (a) Compliance with Laws,  Etc. Such Originator  shall comply in all\n      material respects with all applicable laws, rules, regulations and orders,\n      and preserve and maintain its  corporate  existence,  rights,  franchises,\n      qualifications, and privileges except to the extent that the failure so to\n      comply with such laws, rules and regulations or the failure so to preserve\n      and maintain  such  existence,  rights,  franchises,  qualifications,  and\n      privileges would not materially adversely affect the collectibility of the\n      Receivables or the  enforceability  of any related Contract or the ability\n      of such Originator to perform its obligations  under any related  Contract\n      or under the Purchase and Sale Agreement.\n\n            (b) Offices, Records and Books of Account; Etc.   Such Originator:\n\n                   (i) shall  keep its  principal  place of  business  and chief\n            executive  office (as such terms are used in the UCC) and the office\n            where it keeps its records concerning the Receivables at the address\n            of such Originator set forth under its name on the signature page to\n            the  Purchase  and Sale  Agreement  or, upon at least 30 days' prior\n            written  notice of a proposed  change to the  Administrator,  at any\n            other  locations  in  jurisdictions  where  all  actions  reasonably\n            requested by the  Administrator  to protect and perfect the interest\n            of the Initial  Purchaser,  the  Administrator and the Issuer in the\n            Receivables  and related items  (including  without  limitation  the\n            items  described  in  Section  1.10(b)  of  the  Purchase  and  Sale\n            Agreement) have been taken and completed; and\n\n                  (ii) shall  provide the  Administrator  with at least 30 days'\n            written notice prior to making any change in such  Originator's name\n            or  making  any  other  change  in  such  Originator's  identity  or\n            corporate structure (including,  without limitation, a merger) which\n            could render any UCC financing  statement  filed in connection  with\n            the Purchase and Sale Agreement \"seriously  misleading\" as such term\n            is used in the UCC;  each  notice to the  Administrator  pursuant to\n            this  sentence  shall  set  forth  the  applicable  change  and  the\n            effective date thereof.\n\n      Such Originator also will maintain and implement  administrative and\n      operating  procedures  (including,   without  limitation,  an  ability  to\n      recreate records evidencing Receivables and related Contracts in the event\n      of the  destruction of the originals  thereof),  and keep and maintain all\n      documents,  books, records, computer tapes and disks and other information\n      reasonably  necessary or advisable for the  collection of all  Receivables\n\n                                     \n\n\n\n      (including,  without  limitation,  records  adequate  to permit  the daily\n      identification  of each  Receivable and all Collections of and adjustments\n      to each existing Receivable).\n\n            (c)  Performance  and  Compliance  with  Contracts  and  Credit  and\n      Collection Policy. Such Originator shall at its expense,  timely and fully\n      perform  and comply  with all  material  provisions,  covenants  and other\n      promises  required to be observed by it under the Contracts related to the\n      Receivables, and timely and fully comply in all material respects with the\n      Credit  and  Collection  Policy  with  regard to each  Receivable  and the\n      related Contract.\n\n            (d) Ownership Interest,  Etc. Such Originator shall, at its expense,\n      take all action  necessary or desirable to establish  and maintain a valid\n      and  enforceable  first  priority  perfected  ownership  interest  in  the\n      Receivables, the Related Assets, and the items described in Section 1.2(c)\n      and (d) of the  Purchase  and Sale  Agreement  to the  extent  transferred\n      pursuant to the terms of Section 1.3 of the Purchase  and Sale  Agreement,\n      or a first priority  perfected security interest in the items described in\n      Section 1.10(b) of the Purchase and Sale Agreement,  in each case free and\n      clear of any Adverse Claim, in favor of the Initial Purchaser,  including,\n      without limitation,  taking such action to perfect,  protect or more fully\n      evidence the interest of the Initial Purchaser under the Purchase and Sale\n      Agreement as the Administrator may reasonably request.\n\n            (e) Sales, Liens, Etc. Other than a sale to the Initial Purchaser as\n      contemplated by the Purchase and Sale Agreement, such Originator shall not\n      sell,  assign (by operation of law or otherwise) or otherwise  dispose of,\n      or create or suffer to exist any  Adverse  Claim upon or with  respect to,\n      any or all of its right,  title or interest in, to or under,  (i) any item\n      described in Section 1.2(c) and (d) or Section 1.10(b) of the Purchase and\n      Sale  Agreement  or (ii) any post  office  box to which  any  payments  in\n      respect of any Receivable are sent,  including,  without  limitation,  any\n      assignment of any right to receive income in respect of items contemplated\n      by clause (i) or (ii) of this paragraph (e).\n\n            (f)  Extension  or  Amendment  of  Receivables.  On  and  after  the\n      Effective Date,  such  Originator  shall not extend the maturity or adjust\n      the Outstanding  Balance or otherwise  modify the terms of any Receivable,\n      or amend,  modify or waive any term or condition of any related  Contract;\n      provided  that this clause (f) shall not limit the ability of the Servicer\n      to take such actions pursuant to the Receivables Purchase Agreement.\n\n            (g)  Change  in  Business  or Credit  and  Collection  Policy.  Such\n      Originator  shall not make any  material  change in the  character  of its\n      business  or in the  Credit and  Collection  Policy  that would  adversely\n      affect the  collectibility of the Receivables or the enforceability of any\n      related  Contract  or the  ability  of  such  Originator  to  perform  its\n      obligations  under any  related  Contract or under the  Purchase  and Sale\n      Agreement without the prior written consent of the Administrator.\n\n\n                                     III-2\n\n\n\n            (h) Audits.  Such Originator shall, from time to time during regular\n      business hours with prior written notice to it as reasonably  requested by\n      the   Administrator,   permit   the   Administrator,   or  its  agents  or\n      representatives,  (i) to examine and make copies of and abstracts from all\n      books,  records and documents  (including,  without  limitation,  computer\n      tapes and disks) in the possession or under the control of such Originator\n      relating  to  Receivables  and  the  Related  Assets  (including,  without\n      limitation,  the related  Contracts  and any books,  records and documents\n      relating  to the  identification  of  Obligors  and  agings,  charge-offs,\n      offsets and  delinquencies of Receivables),  and (ii) to visit the offices\n      and  properties  of such  Originator  for the  purpose of  examining  such\n      materials  described in clause (i) above,  and to discuss matters relating\n      to  Receivables  and the Related Assets or such  Originator's  performance\n      hereunder  or under the  Contracts  with any of the  officers,  employees,\n      agents or contractors of such Originator having knowledge of such matters.\n\n            (i)  Change  in  Lock-Box  Banks,   Lock-Box  Accounts  and  Payment\n      Instructions to Obligors.  Such Originator  shall not add or terminate any\n      bank as a Lock-Box  Bank or any account as a Lock-Box  Account  from those\n      listed in Schedule II to the Receivables  Purchase Agreement,  or make any\n      change in its  instructions to Obligors  regarding  payments to be made to\n      such Originator or payments to be made to any Lock-Box Account (or related\n      post office box), unless the Administrator shall have consented thereto in\n      writing and the Administrator shall have received copies of all agreements\n      and documents (including, without limitation, Lock-Box Agreements) that it\n      may reasonably request in connection therewith.\n\n            (j)  Deposits  to  Lock-Box  Accounts.  Such  Originator  shall  (i)\n      instruct all Obligors to make payments of all  Receivables  only to one or\n      more  Lock-Box  Accounts  or to post  office  boxes  which are  covered by\n      Lock-Box Agreements and to which only Lock-Box Banks have access, provided\n      that,  consistent  with  its  efforts  to  maximize  Collections  and  its\n      month-end  collection  practices  in effect as of the date of the Purchase\n      and Sale  Agreement,  such Originator may permit Obligors to make payments\n      on Receivables  directly to such Originator so long as the Rated Long Term\n      Debt of Solectron is Investment  Grade or otherwise with the prior written\n      consent of the  Administrator,  (ii) instruct the Lock-Box  Banks to cause\n      all items and amounts relating to such  Receivables  received in such post\n      office  boxes to be removed  and  deposited  into a Lock-Box  Account on a\n      daily basis, and (iii0 deposit, or cause to be deposited,  any Collections\n      of Receivables  received by it into Lock-Box Accounts not later than three\n      Business Days after receipt  thereof.  Each Originator will not deposit or\n      otherwise credit,  or cause or permit to be deposited or credited,  to any\n      Lock-Box   Account  cash  or  cash  proceeds  other  than  Collections  of\n      Receivables or interest accruing on amounts held in such account.\n\n            (k) Marking of Records.  At its expense,  on or before the Effective\n      Date,  such  Originator  shall mark its  master  data  processing  records\n      relating to  Receivables  and related  Contracts,  including with a legend\n      evidencing  that the  Receivables  and related  Contracts  (and  interests\n      therein) have been sold (or, in the case of contributions,  transferred as\n      a capital\n\n                                     III-3\n\n\n\n\n\ncontribution)  in  accordance  with the Purchase and Sale  Agreement  and\/or the\nReceivables Purchase Agreement.\n\n          (l) ERISA Matters.  Such Originator shall notify the  Administrator as\n     soon as is  practicable  and in any event not later than two Business  Days\n     after  (i) the  institution  of any steps by such  Originator  or any other\n     Person to terminate any Pension  Plan,  (ii) the failure to make a required\n     contribution to any Pension Plan if such failure is sufficient to give rise\n     to a lien  under  section  302(f) of ERISA,  (iii) the taking of any action\n     with respect to a Pension Plan which could result in the  requirement  that\n     such  Originator  furnish  a bond or  other  security  to the  PBGC or such\n     Pension  Plan or (iv) the  occurrence  of any other  event  concerning  any\n     Pension  Plan which is  reasonably  likely to result in a material  adverse\n     effect  on  the  business,  operations,  property  or  financial  or  other\n     condition of such Originator or any other Solectron Party.\n\n          (m) Separate Corporate Existence of the Initial Purchaser. Each of the\n     Initial Purchaser,  the Originators and Solectron hereby  acknowledges that\n     the Initial  Purchaser,  the Issuer and the Administrator  entered into the\n     Original  Purchase  and  Sale  Agreement,  the  Original  Receivables  Sale\n     Agreement and the Amended and Restated  Receivables  Sale Agreement and are\n     entering into the  transactions  contemplated  by this Agreement and by the\n     Receivables  Purchase  Agreement in reliance  upon the Initial  Purchaser's\n     identity as a legal entity separate from its Affiliates. Therefore, each of\n     the Initial  Purchaser,  such Originator and Solectron shall take all steps\n     to continue  the  Initial  Purchaser's  identity  as such a separate  legal\n     entity and to make it apparent to third Persons that the Initial  Purchaser\n     is an  entity  with  assets  and  liabilities  distinct  from  those of its\n     Affiliates and those of any other Person,  and not a division of any of its\n     Affiliates  or any other  Person.  Without  limiting the  generality of the\n     foregoing,  each of the Initial  Purchaser,  each  Originator and Solectron\n     will,  and will  cause its  Affiliates  to,  take such  actions as shall be\n     required in order that:\n\n               (i) The Initial  Purchaser will be a limited purpose  corporation\n          whose   primary   activities   are   restricted  in  its  articles  of\n          incorporation  to purchasing Pool Receivables from such Originator (or\n          other Persons approved in writing by the Administrator), entering into\n          agreements  for  the  servicing  of  such  Pool  Receivables,  selling\n          undivided  interests  in  the  Pool  Receivables  to  the  Issuer  and\n          conducting such other  activities as it deems necessary or appropriate\n          to carry out its primary activities;\n\n               (ii) At all times, at least one member of the Initial Purchaser's\n          Board of Directors  shall be an individual who is and has never been a\n          direct, indirect or beneficial stockholder,  officer, director (except\n          in his  capacity  as a  member  of the  Initial  Purchaser's  Board of\n          Directors),  employee,  Affiliate,  associate, customer or supplier of\n          any of the  Initial  Purchaser  or of any of the  Initial  Purchaser's\n          Affiliates;\n\n               (iii) No director or officer of the  Initial  Purchaser  shall at\n          any time serve as a trustee in bankruptcy for any of its Affiliates;\n\n                                     III-4\n\n\n\n               (iv) Any employee,  consultant or agent of the Initial  Purchaser\n          will be compensated from the Initial Purchaser's own bank accounts for\n          services  provided to the Initial  Purchaser except as provided in the\n          Agreement in respect of the Servicing Fee. The Initial  Purchaser will\n          engage no agents other than a Servicer for the Pool Receivables, which\n          Servicer (if an Affiliate) will be fully  compensated for its services\n          to the Initial Purchaser by payment of the Servicing Fee;\n\n               (v) The Initial Purchaser may incur indirect or overhead expenses\n          for  items  shared  between  the  Initial  Purchaser  and  any  of its\n          Affiliates  which are not  reflected  in the  Servicing  Fee,  such as\n          legal,  auditing and other  professional  services,  but such expenses\n          will be  allocated to the extent  practical  on the basis of cost,  it\n          being understood that Solectron shall pay all expenses relating to the\n          preparation,  negotiation,  execution and delivery of the  Transaction\n          Documents, including legal and other fees;\n\n               (vi) The Initial Purchaser's  operating expenses will not be paid\n          by any of its Affiliates;\n\n               (vii) The Initial Purchaser will have its own separate  telephone\n          number,  stationery  and bank checks  signed by it and in its own name\n          and,  if it uses  premises  leased,  owned or  occupied  by any of its\n          Affiliates,   its  portion  of  such  premises  will  be  defined  and\n          separately identified and it will pay such other Affiliates reasonable\n          compensation for the use of such premises;\n\n               (viii) The books and  records of the  Initial  Purchaser  will be\n          maintained separately from those of its Affiliates;\n\n               (ix) The assets of the Initial  Purchaser will be maintained in a\n          manner that  facilitates  their  identification  and segregation  from\n          those of its  Affiliates;  and the  Initial  Purchaser  will  strictly\n          observe  corporate  formalities  in  its  dealings  with  each  of its\n          Affiliates;\n\n               (x) The Initial  Purchaser shall not maintain joint bank accounts\n          with any of its Affiliates or other  depository  accounts to which any\n          of its Affiliates  (other than Solectron (or any of its Affiliates) in\n          its  capacity  as the  Servicer  under  this  Agreement  or under  the\n          Receivables Purchase Agreement) has independent access;\n\n               (xi) The Initial Purchaser shall not, directly or indirectly,  be\n          named and shall not enter into any  agreement  to be named as a direct\n          or  contingent  beneficiary  or loss  payee  on any  insurance  policy\n          covering the property of any other Solectron Party or any Affiliate of\n          any other Solectron  Party unless it pays a proportional  share of the\n          premium relating to any such insurance policy;\n\n\n                                     III-5\n\n\n\n                  (xii)  The  Initial   Purchaser  will  maintain   arm's-length\n            relationships  with each of its  Affiliates.  Any of its  Affiliates\n            that renders or otherwise  furnishes  services or merchandise to the\n            Initial  Purchaser will be  compensated by the Initial  Purchaser at\n            market rates for such services or merchandise;\n\n                  (xiii) Neither the Initial Purchaser, on the one hand, nor any\n            of its  Affiliates,  on the other hand,  will be or will hold itself\n            out to be responsible for the debts of the other or the decisions or\n            actions in respect of the daily  business  and affairs of the other;\n            and\n\n                  (xiv)  Every   representation  and  warranty  of  the  Initial\n            Purchaser,  such Originator and Solectron contained in the officer's\n            certificates  delivered  in  connection  with the  opinion of Murphy\n            Sheneman  Julian &amp; Rogers  pursuant to Section 1(j) of Exhibit II of\n            the  Receivables  Purchase  Agreement,  is true and  correct  in all\n            material  respects  as of the date  hereof;  and each of the Initial\n            Purchaser,  such  Originator and Solectron  shall comply with all of\n            the  assumptions  set  forth  in such  opinion  and  with all of its\n            respective  covenants  and  other  obligations  set  forth  in  such\n            officer's certificates.\n\n                                     III-6\n\n                               EXHIBIT IV\n\n                     PURCHASE AND SALE TERMINATION EVENTS\n\n\n      Each of the following  events or occurrences  described in this Exhibit IV\nshall constitute a \"Purchase and Sale Termination Event\":\n\n            (a) The  Servicer  shall  (i)  fail to  deliver  the  Seller  Report\n      pursuant to the Purchase and Sale  Agreement and such failure shall remain\n      unremedied  for five  days,  (ii)  fail to make  when due any  payment  or\n      deposit to be made by it under the Purchase and Sale  Agreement,  or (iii)\n      fail to perform or observe any other term, covenant or agreement under the\n      Purchase and Sale  Agreement and such failure shall remain  unremedied for\n      ten (10) days; or\n\n            (b) Any  Originator or the Guarantor  shall fail to make any payment\n      required  under the Purchase  and Sale  Agreement  and such failure  shall\n      remain unremedied for two Business Days; or\n\n            (c) Any  representation or warranty made or deemed to be made by any\n      Originator  (or any of its  officers)  under  or in  connection  with  the\n      Purchase and Sale Agreement or any other  information or report  delivered\n      by such  Originator  or the  Servicer  pursuant to the  Purchase  and Sale\n      Agreement  shall prove to have been  incorrect  or untrue in any  material\n      respect when made or deemed made or delivered; or\n\n            (d) Any Originator or the Guarantor shall fail to perform or observe\n      (i) any term, covenant or agreement contained in paragraphs (d), (f), (g),\n      (i), (j) and (l) of Exhibit III to the Purchase and Sale Agreement and, in\n      the case of any such failure to paragraphs  (i) and (j) that is solely the\n      result of the termination of the applicable  Lock-Box Agreement by Bank of\n      America National Trust and Savings Association,  such failure shall remain\n      unremedied  for  fourteen  (14) days or (ii) any other  term,  covenant or\n      agreement  contained in the Purchase and Sale  Agreement on its part to be\n      performed or observed and the failure to perform such other term, covenant\n      or agreement  referred to in this clause (ii) shall remain  unremedied for\n      thirty (30) days; or\n\n            (e) The Purchase and Sale Agreement shall for any reason (other than\n      pursuant to the terms thereof) (i) cease to create in favor of the Initial\n      Purchaser  a valid and  enforceable  first  priority  perfected  ownership\n      interest in each Receivable,  the Related Assets,  and the items described\n      in Section  1.2(c) and (d) of the  Purchase  and Sale  Agreement,  or (ii)\n      cease to create, with respect to the items described in Section 1.10(b) of\n      the Purchase and Sale Agreement,  a valid and  enforceable  first priority\n      perfected  security  interest in favor of the Initial  Purchaser,  in each\n      case free and clear of any Adverse Claim; or\n\n            (f) Any Originator or any of its  subsidiaries  shall  generally not\n      pay its debts as such debts  become  due,  or shall  admit in writing  its\n      inability to pay its debts generally,  or \n\n\n\n\n     shall  make a general  assignment  for the  benefit  of  creditors;  or any\n     proceeding  shall be instituted by or against such Originator or any of its\n     subsidiaries  seeking to adjudicate it a bankrupt or insolvent,  or seeking\n     liquidation,   winding   up,   reorganization,   arrangement,   adjustment,\n     protection,  relief,  or  composition  of it or its  debts  under  any  law\n     relating to bankruptcy,  insolvency or reorganization or relief of debtors,\n     or  seeking  the  entry of an order  for  relief  or the  appointment  of a\n     receiver,  trustee,  custodian or other similar  official for it or for any\n     substantial  part of its property  and, in the case of any such  proceeding\n     instituted  against it (but not instituted by it),  either such  proceeding\n     shall remain undismissed or unstayed for a period of 30 days, or any of the\n     actions sought in such proceeding (including, without limitation, the entry\n     of an order for relief against, or the appointment of a receiver,  trustee,\n     custodian or other similar  official for, it or for any substantial part of\n     its property) shall occur;  or such  Originator or any of its  subsidiaries\n     shall take any  corporate  action to authorize any of the actions set forth\n     above in this clause (f); or\n\n            (g)   Any Change of Control shall occur; or\n\n            (h)   A Termination Event shall have occurred.\n\n                                      IV-2\n\n\n\n\n                                                                         ANNEX A\n\n                        FORM OF INITIAL PURCHASER NOTE\n\n\n\n\n                            [AMENDED AND RESTATED]\n                        NON-NEGOTIABLE PROMISSORY NOTE\n\n\n                                                             Chicago, Illinois\n                                                             February 22, 1999\n\n      FOR VALUE RECEIVED,  the undersigned,  SOLECTRON  FUNDING  CORPORATION,  a\nDelaware  corporation  (the  \"Initial  Purchaser\"),  promises to pay to [NAME OF\nORIGINATOR],  a [California]  [Delaware] corporation (the \"Originator\"),  on the\nterms and subject to the  conditions  set forth  herein and in the  Purchase and\nSale Agreement  referred to below,  the aggregate  unpaid  Purchase Price of all\nReceivables  and Related  Assets  purchased  and to be  purchased by the Initial\nPurchaser  pursuant to the Purchase and Sale  Agreement  (subject to  adjustment\npursuant to Section 1.9 of such Purchase and Sale Agreement).\n\n      1. Purchase and Sale Agreement. This [Amended and Restated] Non-Negotiable\nPromissory Note (this \"Note\") is the \"Initial  Purchaser Note\" described in, and\nis subject to the terms and  conditions  set forth in, that certain  Amended and\nRestated Purchase and Sale Agreement,  dated as of February 22, 1999 (as amended\nand in effect on the date  hereof and as the same may be  amended,  amended  and\nrestated,  or otherwise modified in accordance with its terms, the \"Purchase and\nSale  Agreement\"),  among the Originator,  the other  \"Originators\"  referred to\ntherein,  Solectron  Corporation,  as Servicer  and  Guarantor,  and the Initial\nPurchaser.  Reference is hereby made to the Purchase  and Sale  Agreement  for a\nstatement of certain other rights and  obligations of the Initial  Purchaser and\nthe Originator.  In the case of any conflict or inconsistency  between the terms\nof this Note and the terms of the Purchase and Sale Agreement,  the terms of the\nPurchase and Sale Agreement shall control.\n\n      2.  Definitions.  Capitalized terms used (but not defined) herein have the\nmeanings  ascribed thereto in the Purchase and Sale Agreement.  In addition,  as\nused herein, the following terms have the following meanings:\n\n               \"Final  Maturity  Date\" means the date that falls ninety one (91)\n          days after the later of (x) the Purchase and Sale Termination Date and\n          (y) the date all  amounts due to the Issuer,  the  Administrator,  any\n          Indemnified  Party  or  any  Affected  Person  under  the  Receivables\n          Purchase Agreement have been paid in full.\n\n               \"Junior   Liabilities\"  means  all  obligations  of  the  Initial\n          Purchaser to the Originator under this Note.\n\n               \"Senior  Agent\" means Bank of America  National Trust and Savings\n          Association,  as the  Administrator  and the Parallel  Asset  Purchase\n          Administrator.\n\n          \"Senior Interests\" means (a) the undivided  percentage  ownership\n          interests acquired by the Issuer pursuant to the Receivables  Purchase\n          Agreement,  (b) the undivided  percentage \n\n\n          ownership  interests acquired by the Parallel  Purchasers  pursuant to\n          the Parallel Purchase Agreement and (c) all obligations of the Initial\n          Purchaser to the Senior Interest Holders,  howsoever created,  arising\n          or evidenced,  whether direct or indirect, absolute or contingent, now\n          or hereafter existing,  or due or to become due on or before the Final\n          Maturity Date.\n\n               \"Senior Interest Holders\" means,  collectively,  the Issuer,  the\n          Administrator,   the  Parallel   Purchasers,   the  Parallel  Purchase\n          Administrator and the other Affected Persons and Indemnified Parties.\n\n               \"Subordination  Provisions\"  means,  collectively,   clauses  (a)\n          through (k) of Section 7 hereof.\n\n      3.  Interest.   Subject  to  the  Subordination  Provisions,  the  Initial\nPurchaser  promises to pay interest on the aggregate  unpaid principal amount of\nthis Note  outstanding on each day (a) prior to the final payment in full and in\ncash of the Senior Interests, at a variable rate per annum equal to the Discount\nRate  Percentage,  determined as of the then most recent  Payment Date,  and (b)\nafter such final  payment,  at a variable rate per annum equal to the Base Rate,\nas determined by the Servicer.\n\n      4. Interest Payment Dates.  Subject to the Subordination  Provisions,  the\nInitial Purchaser shall pay accrued interest on this Note on June 1 and November\n1 of each calendar  year and on the Final  Maturity Date (or, if any such day is\nnot a Business Day, the next  succeeding  Business Day).  The Initial  Purchaser\nalso shall pay  accrued  interest  on the  principal  amount of each  prepayment\nhereof on the date of each such prepayment.\n\n      5. Basis of Computation.  Interest accrued hereunder shall be computed for\nthe actual number of days elapsed on the basis of a 360-day year.\n\n      6. Principal Payment Dates. Subject to the Subordination  Provisions,  any\nunpaid  principal of this Note shall be paid on the Final  Maturity Date (or, if\nsuch date is not a Business Day, the next succeeding  Business Day).  Subject to\nthe  Subordination  Provisions,  the principal amount of and accrued interest on\nthis Note may be prepaid on any Business Day without premium or penalty.\n\n      7. Subordination  Provisions.  The Initial Purchaser covenants and agrees,\nand the [name of Originator], by its acceptance of this Note, likewise covenants\nand  agrees,  that the  payment of all Junior  Liabilities  is hereby  expressly\nsubordinated  in right of payment to the payment and  performance  of the Senior\nInterests to the extent and in the manner set forth in the following  clauses of\nthis Section 7:\n\n            (a) No  payment or other  distribution  of the  Initial  Purchaser's\n      assets of any kind or  character,  whether in cash,  securities,  or other\n      rights or  property,  shall be made on account of this Note  except to the\n      extent such payment or other  distribution  is permitted  under (i)\n\n                                       2\n\n\nclause (m) of Exhibit IV to the Receivables Purchase Agreement and the Parallel\nPurchase Agreement and (ii) Section 4 or Section 6 of this Note;\n\n            (b) (i) In the event of any  Insolvency  Proceeding  with respect to\n      the  Initial  Purchaser,  and  (ii) on and  after  the  occurrence  of the\n      Purchase and Sale  Termination  Date, the Senior  Interests shall first be\n      paid and  performed  in full and in cash before each  Originator  shall be\n      entitled to receive and to retain any payment or  distribution  in respect\n      of the Junior  Liabilities.  In order to implement the foregoing:  (x) all\n      payments  and  distributions  of any kind or  character  in respect of the\n      Junior  Liabilities to which the Originator  would be entitled  except for\n      this  subsection  7(b) shall be made directly to the Senior Agent (for the\n      benefit of the Senior  Interest  Holders);  and (y) the Originator  hereby\n      irrevocably  agrees  that the Issuer or the  Parallel  Purchasers  (or the\n      Senior Agent acting on their  behalf),  in the name of the  Originator  or\n      otherwise,  may demand, sue for, collect,  receive and receipt for any and\n      all such payments or distributions, and file, prove and vote or consent in\n      any such  Insolvency  Proceeding with respect to any and all claims of the\n      Originator  relating  to the  Junior  Liabilities,  in each case until the\n      Senior Interests shall have been paid and performed in full and in cash.\n\n            (c) In the event that the  Originator  receives any payment or other\n      distribution  of any kind or character from the Initial  Purchaser or from\n      any other source  whatsoever in respect of the Junior  Liabilities,  other\n      than as  expressly  permitted  by the terms of this Note,  such payment or\n      other  distribution  shall be  received  in trust for the Senior  Interest\n      Holders and shall be turned  over by the  Originator  to the Senior  Agent\n      (for the benefit of the Senior Interest Holders)  forthwith.  All payments\n      and distributions received by the Senior Agent in respect of this Note, to\n      the extent  received  in or  converted  into  cash,  may be applied by the\n      Senior Agent (for the benefit of the Senior Interest Holders) first to the\n      payment of any and all reasonable expenses (including, without limitation,\n      reasonable  attorneys'  fees and other legal expenses) paid or incurred by\n      the  Senior  Agent or the  Senior  Interest  Holders  in  enforcing  these\n      Subordination Provisions, or in endeavoring to collect or realize upon the\n      Junior  Liabilities,  and any balance thereof shall, solely as between the\n      Originator and the Senior Interest Holders, be applied by the Senior Agent\n      toward the payment of the Senior  Interests in a manner  determined by the\n      Senior Agent to be in accordance with the Receivables  Purchase  Agreement\n      or the Parallel  Purchase  Agreement,  as  applicable;  but as between the\n      Initial Purchaser and its creditors,  no such payments or distributions of\n      any kind or character shall be deemed to be payments or  distributions  in\n      respect of the Senior Interests.\n\n            (d)  Upon  the  final  payment  in full  and in  cash of all  Senior\n      Interests,  the Originator shall be subrogated to the rights of the Senior\n      Interest  Holders to receive  payments or  distributions  from the Initial\n      Purchaser  that are  applicable to the Senior  Interests  until the Junior\n      Liabilities are paid in full.\n\n            (e) These  Subordination  Provisions  are  intended  solely  for the\n      purpose of defining  the  relative  rights of the  Originator,  on the one\n      hand,  and  the  Senior  Interest\n\n                                       3\n\n\n\n     Holders,  on  the  other  hand.  Nothing  contained  in  the  Subordination\n     Provisions  or  elsewhere in this Note is intended to or shall  impair,  as\n     between  the  Initial  Purchaser,  its  creditors  (other  than the  Senior\n     Interest Holders) and the Originator,  the Initial Purchaser's  obligation,\n     which is unconditional and absolute,  to pay the Junior  Liabilities as and\n     when the same shall  become due and  payable in  accordance  with the terms\n     hereof and of the  Purchase  and Sale  Agreement  or to affect the relative\n     rights of such  Originator  and creditors of the Initial  Purchaser  (other\n     than the Senior Interest Holders).\n\n          (f) The  Originator  shall not,  until the Senior  Interests have been\n     finally paid and performed in full and in cash, (i) cancel, waive, forgive,\n     transfer or assign, or commence legal proceedings to enforce or collect, or\n     subordinate to, any obligation of the Initial Purchaser, howsoever created,\n     arising or evidenced,  whether direct or indirect,  absolute or contingent,\n     or now or  hereafter  existing,  or due or to become  due,  (other  than as\n     permitted  by this Note) or (ii)  convert  the Junior  Liabilities  into an\n     equity interest in the Initial  Purchaser,  unless,  in the case of each of\n     clauses (i) and (ii) above,  the  Originator  shall have received the prior\n     written  consent  of the  Administrator  and the  Parallel  Asset  Purchase\n     Administrator in each case.\n\n            (g) The Originator shall not, without the advance written consent of\n      the Administrator and the Parallel Asset Purchase Administrator, commence,\n      or join with any other Person in commencing,  any  Insolvency  Proceedings\n      with respect to the Initial  Purchaser until at least one year and one day\n      shall have passed since the Senior  Interests shall have been finally paid\n      and performed in full and in cash.\n\n            (h) If, at any time,  any  payment  (in whole or in part)  made with\n      respect  to any  Senior  Interest  is  rescinded  or must be  restored  or\n      returned  by a Senior  Interest  Holder  (whether in  connection  with any\n      Insolvency Proceedings or otherwise), these Subordination Provisions shall\n      continue to be  effective or shall be  reinstated,  as the case may be, as\n      though such payment had not been made.\n\n            (i) Each of the Senior  Interest  Holders may, from time to time, at\n      its sole discretion, without notice to the Originator, and without waiving\n      any of its rights under these Subordination Provisions, take any or all of\n      the following actions: (i) retain or obtain an interest in any property to\n      secure any of the Senior  Interests;  (ii) retain or obtain the primary or\n      secondary obligations of any other obligor or obligors with respect to any\n      of the Senior  Interests;  (iii)  extend or renew for one or more  periods\n      (whether or not longer than the original period), alter or exchange any of\n      the Senior  Interests,  or release or  compromise  any  obligation  of any\n      nature  with  respect  to  any  of  the  Senior  Interests;   (iv)  amend,\n      supplement,  or otherwise modify any Transaction Document; and (v) release\n      its security interest in, or surrender, release or permit any substitution\n      or exchange for all or any part of any rights or property  securing any of\n      the Senior Interests,  or extend or renew for one or more periods (whether\n      or not longer than the original period), or release,  compromise, alter or\n      exchange any  obligations of any nature of any obligor with respect to any\n      such rights or property.\n\n\n                                        4\n\n\n\n            (j) The Originator hereby waives:  (i) notice of acceptance of these\n      Subordination  Provisions  by any of the  Senior  Interest  Holders;  (ii)\n      notice of the existence,  creation,  non-payment or non-performance of all\n      or any of the Senior  Interests;  and (iii) all diligence in  enforcement,\n      collection or protection of, or realization upon the Senior Interests,  or\n      any thereof, or any security therefor.\n\n            (k) These  Subordination  Provisions  constitute a continuing  offer\n      from the  Initial  Purchaser  to all Persons who become the holders of, or\n      who continue to hold, Senior Interests; and these Subordination Provisions\n      are made for the benefit of the Senior  Interest  Holders,  and the Senior\n      Agent may  proceed to enforce  such  provisions  on behalf of each of such\n      Persons.\n\n      8. Amendments, Etc. No failure or delay on the part of the Originator, the\nSenior Agent or the Senior  Interest  Holders in  exercising  any power or right\nhereunder  shall  operate as a waiver  thereof,  nor shall any single or partial\nexercise  of any such  power or right  preclude  any other or  further  exercise\nthereof or the exercise of any other power or right. No amendment,  modification\nor waiver of, or consent  with  respect to, any  provision of this Note shall in\nany event be  effective  unless (a) the same shall be in writing  and signed and\ndelivered by the Initial  Purchaser and the Originator and the Senior Agent, and\n(b) all consents required for such actions under the Transaction Documents shall\nhave been received by the appropriate Persons.\n\n      9.  Limitation on Interest.  Notwithstanding  anything in this Note to the\ncontrary, the Initial Purchaser shall never be required to pay unearned interest\non any amount outstanding hereunder, and shall never be required to pay interest\non the  principal  amount  outstanding  hereunder,  at a rate in  excess  of the\nmaximum  interest rate that may be contracted for,  charged or received  without\nviolating applicable federal or state law.\n\n      10. No Negotiation. This Note is not negotiable.\n\n      11.  Governing  Law.  THIS  NOTE  SHALL  GOVERNED  BY,  AND  CONSTRUED  IN\nACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS  (WITHOUT GIVING EFFECT TO THE\nCONFLICT OF LAWS PRINCIPLES THEREOF).\n\n      12. Captions. Paragraph captions used in this Note are provided solely for\nconvenience of reference only and shall not affect the meaning or interpretation\nof any provision of this Note.\n\n                                       5\n\n\n\n\n\n      IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by\nits officer thereunto duly authorized on the date first above written.\n\n\n\n                                    SOLECTRON FUNDING CORPORATION,\n                                    a Delaware corporation\n\n\n                                    By:                                       \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":[9613,9619],"class_list":["post-42715","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-solectron-corp","corporate_contracts_industries-technology__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42715","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=42715"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42715"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42715"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42715"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}