Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of Seller and the Administrator under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator) to maintain and perfect, as a first priority interest, the Administrator's security interest in the Pool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator to authorize the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator's security interest in the Pool Assets as a first-priority interest (each a "Filing"). Servicer shall present each such Filing to the Administrator together with an Opinion of Counsel in form and substance reasonably satisfactory to the Administrator and, to the extent required by any Rating Agency, to such Rating Agency. The Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of Seller or the Administrator where allowed by applicable law. Notwithstanding anything else in this Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Administrator in accordance with this paragraph. SCHEDULE 6.01(m) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor Receivables Corporation 500 McCarthy Drive Milpitas, California 95035 XXXXXXXX 6.01(n) LIST OF LOCK-BOX BANKS First Union National Bank 1345 Chestnut Street Philadelphia, PA 19101-7618 Attention: Jeffrey Xxxx Xxxxxxx Xx. 0000-0000 XXXXXXXX 7.01(e) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Telephone: 000/000-0000 Xxxxxxxxx: 000/000-0000 XXXXXXXXXXXXX XXX BLUE KEEL AGENT: Xxxxx National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Maxxxxxxxxxxx 00000 Xxxxxxxxx: Paul Schmieder Telephone: 000/000-0000 Xxxxxxxxx: 000/346-4690 SELXXX: Xxxxxx Xeceivables Corporxxxxx 000 McCarthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Telephone: 408/324-7686 Facsimile No.: 408/430-0000 XARENT: Maxtor Corporation 500 XxXxxthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Texxxxxxx: 008/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fuxxxxx Xxrp. c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentiox: Xxxxxx X. Xxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 212/302-8767 XXXXXXX XXXXXX AGENT: The Bank ox Xxxx Xcotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: Xxxx Xxxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 000/225-5090 HOLXXXX: Xxxxxnd Limited Securitxxxxxxx, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimilx: 000/000-0000 HOLLAND AGENT: ING Baring (U.S.) Capital Markets LLC 1325 Avenue of the Americas New York, New York 10019 Attention: Lxxxxx Xxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 006/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller] LOCK-BOX AGREEMENT ______________, 200__ [Name and Address of Lock-Box Bank] Ladies and Gentlemen: Reference is made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Amended and Restated Receivables Purchase Agreement dated as of November 15, 2001 among us, as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasers, the financial institutions party thereto, as Committed Purchasers, the parties named therein as Agents, Maxtor Corporation, as Servicer, and Fleet National Bank, as agent for Blue Keel and as administrator (the "Administrator"), we have assigned and/or may hereafter assign to the Administrator, for the benefit of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s], and have granted to the Administrator, for the benefit of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from the Administrator as described above, to make all payments to be made by you out of or in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from and after the date of your receipt of notice from the Administrator as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to such other address or facsimile number as to which you shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice is sent and the receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts from time to time on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floox Xxxx Xxxx: XX-XX-000-00-X Boston, Massachusetts 02110 Xxx. Xx. 000/000-0000 Facsimile No. 617/300-0000 [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX A
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Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of Seller and the Administrator Agent, on behalf of the Secured Parties, under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator) Agent, on behalf of the Secured Parties, to maintain and perfect, as a first priority interestinterest (subject only to Permitted Liens), the Administrator's Agent's, on behalf of the Secured Parties', security interest in the Pool AssetsReceivables, Related Security and Collections. Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator Agent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator's Agent's, on behalf of the Secured Parties' security interest in the Pool Assets Receivables, Related Security and Collections as a first-priority interest (subject only to Permitted Liens) (each a "Filing"). Servicer shall present each such Filing to the Administrator Agent, on behalf of the Secured Parties, together with (x) an Opinion opinion of Counsel in form counsel as to perfection and substance such other matters as the Control Party (or if the Control Party is the Majority Purchasers, the Agent) may reasonably satisfactory to the Administrator and, to the extent required by any Rating Agency, request with respect to such Rating AgencyFiling, and (y) a form of authorization for the Agent's, on behalf of the Secured Parties' signature. The Administrator Upon receipt of such opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of Seller Originator, the Seller, or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in this the Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Administrator Agent, on behalf of the Secured Parties, in accordance with this paragraph. SCHEDULE 6.01(m) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor Receivables Corporation 500 McCarthy Drive Milpitas, California 95035 XXXXXXXX 6.01(n) LIST OF LOCK-BOX BANKS First Union National Bank 1345 Chestnut Street Philadelphia, PA 19101-7618 Attention: Jeffrey Xxxx Xxxxxxx Xx. 0000-0000 XXXXXXXX 7.01(e) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Telephone: 000/000-0000 Xxxxxxxxx: 000/000-0000 XXXXXXXXXXXXX XXX BLUE KEEL AGENT: Xxxxx National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Maxxxxxxxxxxx 00000 Xxxxxxxxx: Paul Schmieder Telephone: 000/000-0000 Xxxxxxxxx: 000/346-4690 SELXXX: Xxxxxx Xeceivables Corporxxxxx 000 McCarthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Telephone: 408/324-7686 Facsimile Noparagraph (17).: 408/430-0000 XARENT: Maxtor Corporation 500 XxXxxthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Texxxxxxx: 008/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fuxxxxx Xxrp. c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentiox: Xxxxxx X. Xxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 212/302-8767 XXXXXXX XXXXXX AGENT: The Bank ox Xxxx Xcotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: Xxxx Xxxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 000/225-5090 HOLXXXX: Xxxxxnd Limited Securitxxxxxxx, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimilx: 000/000-0000 HOLLAND AGENT: ING Baring (U.S.) Capital Markets LLC 1325 Avenue of the Americas New York, New York 10019 Attention: Lxxxxx Xxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 006/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller] LOCK-BOX AGREEMENT ______________, 200__ [Name and Address of Lock-Box Bank] Ladies and Gentlemen: Reference is made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Amended and Restated Receivables Purchase Agreement dated as of November 15, 2001 among us, as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasers, the financial institutions party thereto, as Committed Purchasers, the parties named therein as Agents, Maxtor Corporation, as Servicer, and Fleet National Bank, as agent for Blue Keel and as administrator (the "Administrator"), we have assigned and/or may hereafter assign to the Administrator, for the benefit of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s], and have granted to the Administrator, for the benefit of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from the Administrator as described above, to make all payments to be made by you out of or in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from and after the date of your receipt of notice from the Administrator as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to such other address or facsimile number as to which you shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice is sent and the receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts from time to time on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floox Xxxx Xxxx: XX-XX-000-00-X Boston, Massachusetts 02110 Xxx. Xx. 000/000-0000 Facsimile No. 617/300-0000 [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX A
Appears in 1 contract
Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of the Seller and the Administrator under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator) ), to maintain and perfect, as a first priority interest, the Administrator's ’s security interest in the Pool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator's ’s security interest in the Pool Assets as a first-first priority interest (each a "“Filing"”). Servicer shall present each such Filing to the Administrator together with (x) an Opinion opinion of Counsel in form and substance reasonably satisfactory counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Administrator and, pursuant to the extent required by any Rating AgencyAgreement, (ii) satisfies all requirements and conditions to such Rating AgencyFiling in the Agreement and (iii) satisfies the requirements for a Filing of such type under the UCC (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Administrator’s signature. The Upon receipt of such opinion of counsel and form of authorization, the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of the Seller or the Administrator where allowed by applicable law. Notwithstanding anything else in this Agreement the Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Administrator in accordance with this paragraphparagraph 15. SCHEDULE 6.01(m[***], as Related Committed Purchaser for [***] Commitment: $115,000,000 [***], as a Conduit Purchaser and as Related Committed Purchaser for [***] Commitment: $90,000,000 [***], as Related Committed Purchaser for [***] Commitment: $90,000,000 Radnor Funding Corp. 000 X Xxxxxxx Xxxx. 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor Receivables Corporation 500 McCarthy Drive Milpitas000-0000 Facsimile: (000) 000-0000 Airgas, California 95035 XXXXXXXX 6.01(n) LIST OF LOCKInc. 000 Xxxxx Xxxxxx-BOX BANKS First Union National Bank 1345 Chestnut Street PhiladelphiaXxxxxxx Xxxx, Suite 100 Radnor, PA 19101-7618 19087 Attention: Jeffrey Xxxx Xxxxxxx Xx. 0000Xxx Xxxxxxxx Telephone: (000) 000-0000 XXXXXXXX 7.01(eFacsimile: (000) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC 000-0000 [***] [***] [***] c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Telephone: 000/000-0000 Xxxxxxxxx: 000/000-0000 XXXXXXXXXXXXX XXX BLUE KEEL AGENT: Xxxxx National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Maxxxxxxxxxxx 00000 Xxxxxxxxx: Paul Schmieder Telephone: 000/000-0000 Xxxxxxxxx: 000/346-4690 SELXXX: Xxxxxx Xeceivables Corporxxxxx 000 McCarthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Telephone: 408/324-7686 Facsimile No.: 408/430-0000 XARENT: Maxtor Corporation 500 XxXxxthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Texxxxxxx: 008/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fuxxxxx Xxrp. [***] [***] [***] c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentiox: Xxxxxx X. Xxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 212/302-8767 XXXXXXX XXXXXX AGENT: The Bank ox Xxxx Xcotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: Xxxx Xxxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 000/225-5090 HOLXXXX: Xxxxxnd Limited Securitxxxxxxx, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimilx: 000/000-0000 HOLLAND AGENT: ING Baring (U.S.) Capital Markets LLC 1325 Avenue of the Americas New York, New York 10019 Attention: Lxxxxx Xxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 006/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller***] LOCK-BOX AGREEMENT ______________, 200__ [Name and Address of Lock-Box Bank***] [***] [***] [***] Ladies and Gentlemen: Reference is hereby made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Third Amended and Restated Receivables Purchase Agreement Agreement, dated as of November 15March 17, 2001 among us, 2010 (as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasersheretofore amended or supplemented, the financial institutions party thereto“Receivables Purchase Agreement”), as Committed Purchasersamong Radnor Funding Corp. (the “Seller”), the parties named therein as AgentsAirgas, Maxtor CorporationInc., as Servicer, [***], [***], [***], [***], [***], [***]., the various other members of each Purchaser Group from time to time a party thereto and Fleet National Bank[***], as agent for Blue Keel and as administrator (the "“Administrator"”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , we have assigned and/or may hereafter assign to the Administrator], for the benefit a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: [***] [***] [***] Total Seller hereby represents and warrants as of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s]date hereof, and have granted to the Administrator, for the benefit as of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from Purchase, as follows:
1. the Administrator as described above, to make all payments to be made by you out of or representations and warranties contained in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account Exhibit III of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from Receivables Purchase Agreement are true and after the date of your receipt of notice from the Administrator correct on and as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to dates as though made on and as of such other address or facsimile number as to which you dates and shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice made on such dates;
2. no Termination Event or Unmatured Termination Event has occurred and is sent and the receipt is confirmed by telephone continuing, or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts would result from time to time on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floox Xxxx Xxxx: XX-XX-000-00-X Boston, Massachusetts 02110 Xxx. Xx. 000/000-0000 Facsimile No. 617/300-0000 [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX Apurchase;
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Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of the Seller and the Administrator under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator) ), to maintain and perfect, as a first priority interest, the Administrator's ’s security interest in the Pool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator's ’s security interest in the Pool Assets as a first-first priority interest (each a "“Filing"”). Servicer shall present each such Filing to the Administrator together with (x) an Opinion opinion of Counsel in form and substance reasonably satisfactory counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Administrator and, pursuant to the extent required by any Rating AgencyAgreement, (ii) satisfies all requirements and conditions to such Rating AgencyFiling in the Agreement and (iii) satisfies the requirements for a Filing of such type under the UCC (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Administrator’s signature. The Upon receipt of such opinion of counsel and form of authorization, the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of the Seller or the Administrator where allowed by applicable law. Notwithstanding anything else in this Agreement the Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Administrator in accordance with this paragraphparagraph 15. SCHEDULE 6.01(mTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory Commitment: $115,000,000 WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser and as Related Committed Purchaser for Working Capital Commitment: $90,000,000 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Related Committed Purchaser for Atlantic Commitment: $90,000,000 Radnor Funding Corp. 000 X Xxxxxxx Xxxx. 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor 000-0000 Facsimile: (000) 000-0000 Airgas, Inc. 000 Xxxxx Xxxxxx-Xxxxxxx Xxxx, Suite 100 Radnor, PA 19087 Attention: Xxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Securitization Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Victory Receivables Corporation 500 McCarthy Drive Milpitas, California 95035 XXXXXXXX 6.01(n) LIST OF LOCK-BOX BANKS First Union National Bank 1345 Chestnut Street Philadelphia, PA 19101-7618 Attention: Jeffrey Xxxx Xxxxxxx Xx. 0000-0000 XXXXXXXX 7.01(e) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC c/o Global Securitization Services, LLC 114 West 47th Street000 Xxxx 00xx Xxxxxx, Suite 1715 Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Working Capital Management Co., LP c/o Mizuho Corporate Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Conduit Management Group Telephone: (000) 000-0000 (000) 000-0000 Facsimile: (000) 000-0000 Mizuho Corporate Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Conduit Management Group Telephone: (000) 000-0000 (000) 000-0000 Facsimile: (000) 000-0000 Atlantic Asset Securitization LLC c/o Credit Agricole Corporate and Investment Bank New YorkYork Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: DCM Securitization Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Credit Agricole Corporate and Investment Bank New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: DCM Securitization Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [ , ] The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York 10036 Telephone: 000/000-0000 Xxxxxxxxx: 000/000-0000 XXXXXXXXXXXXX XXX BLUE KEEL AGENT: Xxxxx National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Maxxxxxxxxxxx 00000 Xxxxxxxxx: Paul Schmieder Telephone: 000/000-0000 Xxxxxxxxx: 000/346-4690 SELXXX: Xxxxxx Xeceivables Corporxxxxx 000 McCarthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Telephone: 408/324-7686 Facsimile No.: 408/430-0000 XARENT: Maxtor Corporation 500 XxXxxthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Texxxxxxx: 008/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fuxxxxx Xxrp. c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentiox: Xxxxxx X. Xxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 212/302-8767 XXXXXXX XXXXXX AGENT: The Bank ox Xxxx Xcotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: Xxxx Xxxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 000/225-5090 HOLXXXX: Xxxxxnd Limited Securitxxxxxxx, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimilx: 000/000-0000 HOLLAND AGENT: ING Baring (U.S.) Capital Markets LLC 1325 Branch 1251 Avenue of the Americas New YorkXxx Xxxx, Xxx Xxxx 00000 Credit Agricole Corporate and Investment Bank, New York 10019 Attention: Lxxxxx Branch 0000 Xxxxxx Xxxxxxxxx: 000/000-xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Corporate Bank Ltd. 0000 Xxxxxxxxx: 006/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller] LOCK-BOX AGREEMENT ______________Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, 200__ [Name and Address of Lock-Box Bank] Xxx Xxxx 00000 Ladies and Gentlemen: Reference is hereby made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Third Amended and Restated Receivables Purchase Agreement Agreement, dated as of November 15March 17, 2001 among us, 2010 (as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasersheretofore amended or supplemented, the financial institutions party thereto“Receivables Purchase Agreement”), as Committed Purchasersamong Radnor Funding Corp. (the “Seller”), the parties named therein as AgentsAirgas, Maxtor CorporationInc., as Servicer, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Atlantic Asset Securitization LLC, Credit Agricole Corporate and Fleet National Investment Bank, as agent for Blue Keel Working Capital Management Co., LP, Mizuho Corporate Bank, Ltd., the various other members of each Purchaser Group from time to time a party thereto and The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrator (the "“Administrator"”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , we have assigned and/or may hereafter assign to the Administrator], for the benefit a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: Purchaser Group Prior Investment (a) Purchase (b) Investment (a+b) Victory Atlantic Working Capital Total Seller hereby represents and warrants as of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s]date hereof, and have granted to the Administrator, for the benefit as of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from Purchase, as follows:
1. the Administrator as described above, to make all payments to be made by you out of or representations and warranties contained in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account Exhibit III of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from Receivables Purchase Agreement are true and after the date of your receipt of notice from the Administrator correct on and as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to dates as though made on and as of such other address or facsimile number as to which you dates and shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice is sent and the receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts from time to time made on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floox Xxxx Xxxx: XX-XX-000-00-X Boston, Massachusetts 02110 Xxx. Xx. 000/000-0000 Facsimile No. 617/300-0000 [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX Adates;
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