RECEIVABLES SALE AGREEMENT
DATED AS OF DECEMBER 12, 2001
AMONG
ADC TELECOMMUNICATIONS SALES, INC.,
AS ORIGINATOR,
ADC TELECOMMUNICATIONS, INC.,
AS ORIGINATOR AGENT,
AND
ADC RECEIVABLES CORP. I, AS BUYER
全文目录如下:
详细内容见附件
ARTICLE I AMOUNTS AND TERMS OF THE PURCHASE
Section 1.1 Initial Contribution of Receivables.
Section 1.2 Purchase of Receivables.
Section 1.3 Payment for the Purchase.
Section 1.4 Purchase Price Credit Adjustments.
Section 1.5 Payments and Computations, Etc.
Section 1.6 Transfer of Records.
Section 1.8 Allocation of Purchase Price and Indemnification.
ARTICLE II REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of Originator.
ARTICLE III CONDITIONS OF PURCHASE
Section 3.1 Conditions Precedent to Purchase.
Section 3.2 Conditions Precedent to Subsequent Payments.
Section 4.1 Affirmative Covenants.
Section 4.2 Negative Covenants of Originator.
Section 5.1 Termination Events.
Section 6.1 Indemnities by Originator.
Section 6.2 Other Costs and Expenses.
Section 6.3 Control of Defense.
Section 7.1 Waivers and Amendments.
Section 7.3 Protection of Ownership Interests of Buyer.
Section 7.5 Bankruptcy Petition.
Section 7.6 Limitation of Liability.
Section 7.8 CONSENT TO JURISDICTION.
Section 7.9 WAIVER OF JURY TRIAL.
Section 7.10 Integration; Binding Effect; Survival of Terms.
EXHIBITS AND SCHEDULES
Exhibit I |
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Definitions |
Exhibit II |
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Principal Place (s) of Business; Location (s) of Records; Federal Employer Identification Number; Organizational Number; Other Names |
Exhibit III |
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Lock-Boxes; Collection Accounts; Collection Banks |
Exhibit IV |
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Form of Compliance Certificate |
Exhibit V |
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— |
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Copy of Credit and Collection Policy |
Exhibit VI |
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— |
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Form of Subordinated Note |
Exhibit VII |
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— |
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Form of Purchase Report |
Schedule A |
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List of Documents to Be Delivered to Buyer Prior to the Purchase |