IN OR REQUIRE THE IMPOSITION OF ANY LIEN (OTHER
THAN PERMITTED LIENS) ON ANY PROPERTY OF ANY OBLIGOR.
9.1.3
ENFORCEABILITY.
EACH LOAN DOCUMENT IS A LEGAL, VALID AND BINDING
OBLIGATION OF EACH OBLIGOR PARTY THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY
EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR
AT LAW).
9.1.4
CAPITAL STRUCTURE.
SCHEDULE 9.1.4 TO THE DISCLOSURE LETTER SHOWS
AS OF THE CLOSING DATE, FOR EACH BORROWER AND SUBSIDIARY, ITS NAME, ITS
JURISDICTION OF ORGANIZATION, ITS ISSUED EQUITY INTERESTS, THE HOLDERS OF ITS
EQUITY INTERESTS (EXCLUDING SANMINA), AND ALL AGREEMENTS BINDING ON SUCH HOLDERS
WITH RESPECT TO THEIR EQUITY INTERESTS.
EACH BORROWER HAS GOOD TITLE TO ITS
EQUITY INTERESTS IN ITS DIRECT SUBSIDIARIES, SUBJECT ONLY TO AGENT'S LIEN, AND
ALL SUCH EQUITY INTERESTS ARE DULY ISSUED, FULLY PAID AND NON-ASSESSABLE (TO THE
EXTENT APPLICABLE).
THERE ARE NO OUTSTANDING PURCHASE OPTIONS, WARRANTS,
SUBSCRIPTION RIGHTS, AGREEMENTS TO ISSUE OR SELL, CONVERTIBLE INTERESTS, PHANTOM
RIGHTS OR POWERS OF ATTORNEY (OTHER THAN THOSE GRANTED UNDER ANY LOAN DOCUMENT
OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED TO DEBT PERMITTED
UNDER SECTION 10.2.1) RELATING TO EQUITY INTERESTS OF ANY BORROWER (OTHER THAN
SANMINA) OR SUBSIDIARY.
9.1.5
TITLE TO PROPERTIES; PRIORITY OF LIENS.
EACH BORROWER AND
SUBSIDIARY HAS GOOD AND MARKETABLE TITLE TO (OR VALID LEASEHOLD INTERESTS IN)
ALL OF ITS REAL ESTATE, AND GOOD TITLE TO ALL OF ITS PERSONAL PROPERTY,
INCLUDING ALL PROPERTY REFLECTED IN ANY FINANCIAL STATEMENTS DELIVERED TO AGENT
OR LENDERS, IN EACH CASE FREE OF LIENS EXCEPT PERMITTED LIENS.
EACH BORROWER
AND SUBSIDIARY HAS PAID AND DISCHARGED ALL LAWFUL CLAIMS THAT, IF UNPAID, COULD
BECOME A LIEN ON ITS PROPERTIES, OTHER THAN PERMITTED LIENS.
ALL LIENS OF AGENT
IN THE COLLATERAL ARE DULY PERFECTED (EXCEPT TO THE EXTENT THAT PERFECTION WITH
RESPECT TO SUCH COLLATERAL IS NOT REQUIRED UNDER ANY
68
LOAN DOCUMENT), FIRST PRIORITY LIENS, SUBJECT ONLY TO PERMITTED LIENS THAT ARE
EXPRESSLY ALLOWED TO HAVE PRIORITY OVER AGENT'S LIENS.
9.1.6
ACCOUNTS.
AGENT MAY RELY, IN DETERMINING WHICH
ACCOUNTS ARE ELIGIBLE ACCOUNTS, ON ALL STATEMENTS AND REPRESENTATIONS MADE BY
OBLIGORS WITH RESPECT THERETO.
OBLIGORS WARRANT, WITH RESPECT TO EACH ACCOUNT
AT THE TIME IT IS SHOWN AS AN ELIGIBLE ACCOUNT IN A BORROWING BASE CERTIFICATE,
THAT:
A.
IT IS GENUINE AND IN ALL RESPECTS WHAT IT PURPORTS TO BE, AND IS
NOT EVIDENCED BY A JUDGMENT;
B.
IT ARISES OUT OF A COMPLETED, BONA FIDE SALE AND DELIVERY OF
GOODS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES, AND
SUBSTANTIALLY IN ACCORDANCE WITH ANY PURCHASE ORDER, CONTRACT OR OTHER DOCUMENT
RELATING THERETO;
C.
IT IS FOR A SUM CERTAIN, MATURING AS STATED IN THE INVOICE
COVERING SUCH SALE, A COPY OF WHICH HAS BEEN FURNISHED OR IS AVAILABLE TO AGENT
ON REQUEST;
D.
IT IS NOT SUBJECT TO ANY OFFSET, LIEN (OTHER THAN AGENT'S LIEN
OR PERMITTED LIENS REFERRED TO