IN SECTION 10.2.2(A), (C), (D), (G) AND
SECTION 10.2.1(S)), DEDUCTION, DEFENSE, DISPUTE, COUNTERCLAIM OR OTHER ADVERSE
CONDITION EXCEPT AS ARISING IN THE ORDINARY COURSE OF BUSINESS AND DISCLOSED TO
AGENT OR AS CONTEMPLATED BY CLAUSE (F) BELOW; AND IT IS ABSOLUTELY OWING BY THE
ACCOUNT DEBTOR, WITHOUT CONTINGENCY IN ANY RESPECT;
E.
NO PURCHASE ORDER, AGREEMENT, DOCUMENT OR APPLICABLE LAW
RESTRICTS GRANTS OF SECURITY INTERESTS IN SUCH ACCOUNT TO AGENT (UNLESS UNDER
APPLICABLE LAW THE RESTRICTION IS INEFFECTIVE), AND THE APPLICABLE BORROWER IS
THE SOLE PAYEE OR REMITTANCE PARTY SHOWN ON THE INVOICE;
F.
NO EXTENSION, COMPROMISE, SETTLEMENT, MODIFICATION, CREDIT,
DEDUCTION OR RETURN HAS BEEN AUTHORIZED WITH RESPECT TO THE ACCOUNT, EXCEPT
DISCOUNTS OR ALLOWANCES GRANTED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICES FOR PROMPT PAYMENT THAT ARE REFLECTED ON THE FACE OF THE
INVOICE RELATED THERETO AND IN THE REPORTS SUBMITTED TO AGENT HEREUNDER; AND
G.
TO THE BEST OF OBLIGORS' KNOWLEDGE, (I) THERE ARE NO FACTS OR
CIRCUMSTANCES THAT ARE REASONABLY LIKELY TO IMPAIR THE ENFORCEABILITY OR
COLLECTIBILITY OF SUCH ACCOUNT; (II) THE ACCOUNT DEBTOR HAD THE CAPACITY TO
CONTRACT WHEN THE ACCOUNT AROSE, CONTINUES TO MEET THE APPLICABLE OBLIGOR'S
CUSTOMARY CREDIT STANDARDS, IS SOLVENT, IS NOT CONTEMPLATING OR SUBJECT TO AN
INSOLVENCY PROCEEDING, AND HAS NOT FAILED, OR SUSPENDED OR CEASED DOING
BUSINESS; AND (III) THERE ARE NO PROCEEDINGS OR ACTIONS THREATENED IN WRITING OR
PENDING AGAINST ANY ACCOUNT DEBTOR THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE ACCOUNT DEBTOR'S FINANCIAL CONDITION.
9.1.7
FINANCIAL STATEMENTS.
THE CONSOLIDATED BALANCE
SHEETS, AND RELATED STATEMENTS OF INCOME, CASH FLOW AND SHAREHOLDER'S EQUITY, OF
SANMINA AND ITS SUBSIDIARIES THAT HAVE BEEN AND ARE HEREAFTER DELIVERED TO AGENT
AND LENDERS, ARE PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO CHANGES FROM AUDIT
AND YEAR END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN
69
THE CASE OF UNAUDITED FINANCIAL STATEMENTS AND THE ABSENCE OF AMORTIZATION
CHARGES IN THE CASE OF MONTHLY FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 6.1), AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
POSITIONS AND RESULTS OF OPERATIONS OF SANMINA AND ITS SUBSIDIARIES AT THE DATES
AND FOR THE PERIODS INDICATED.
ALL PROJECTIONS DELIVERED FROM TIME TO TIME BY
BORROWERS TO AGENT AND LENDERS HAVE BEEN PREPARED IN GOOD FAITH, BASED ON
REASONABLE ASSUMPTIONS IN LIGHT OF THE CIRCUMSTANCES AT SUCH TIME (IT BEING
UNDERSTOOD THAT PROJECTIONS ARE NOT TO BE VIEWED AS FACTS AND THAT ACTUAL
RESULTS DURING THE PERIOD OR PERIODS COVERED BY THE PROJECTIONS MAY DIFFER FROM
THE PROJECTIONS AND THAT SUCH DIFFERENCES MAY BE MATERIAL).
SINCE SEPTEMBER 29,
2007, THERE HAS BEEN NO CHANGE IN THE CONDITION, FINANCIAL OR OTHERWISE, OF
SANMINA AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH OBLIGOR IS SOLVENT.
9.1.8
SURETY OBLIGATIONS.
NO BORROWER OR SUBSIDIARY IS OBLIGATED AS
SURETY OR INDEMNITOR UNDER ANY BOND OR OTHER CONTRACT THAT ASSURES PAYMENT OR
PERFORMANCE OF ANY OBLIGATION OF ANY PERSON, EXCEPT AS PERMITTED