Common use of Termination of Certain Sellers Clause in Contracts

Termination of Certain Sellers. In accordance with Section 2.8(g) hereof, as amended by Amendment No. 1 to the Pooling Agreement, and the procedure set forth in Section 10.1 hereof, the Trustee acknowledges that as of the 1997 Seller Termination Date (as defined herein), Gai's Seattle French Baking Company, Lxxxxxxxxx Baking Co. of Seattle, Inc. and TBP, Inc. (formerly, The Bagel Place, Inc.) (the "1997 Terminated Sellers") will be terminated as Sellers pursuant to Section 9.14 of the Amended and Restated Receivables Sale Agreement (as amended by Amendment No. 3 thereto) and as Servicers under the Servicing Agreement. Upon the 1997 Seller Termination Date and simultaneously with the payment to the Trustee of the Purchase Price (as defined below), the Trustee agrees to sell, assign and convey to the Company (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables originated by the 1997 Terminated Sellers and other Trust Assets related to such Receivables originated by each 1997 Terminated Seller, and all proceeds thereof. Upon receipt of the Purchase Price, the Trustee shall deposit such funds in the Collection Account and shall treat them as Collections for all purposes hereunder. The Trustee shall also (i) notify the Seafirst Bank and Wxxxx Fargo Bank, the lockbox banks, of the termination of the Lockbox Accounts (Seafirst Bank - Account No. 60000000, and Wxxxx Fargo Bank - Account No. 4518073499), (ii) execute a Master Bxxx of Sale and Assignment for the Receivables of each 1997 Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens against the 1997 Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign and convey such Receivables, and other Trust Assets and proceeds related to such Receivables to (A) United States Bakery and/or (B) any affiliate of United States Bakery, in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 1997 Terminated Seller an amount of immediately available funds equal to the product of (x) the then aggregate outstanding Principal Amount of Receivables of such Seller (which is understood to be net of Charge-Offs) multiplied by (y) the most recent Discounted Percentage with respect to the Receivables of such 1997 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price"). (b) Article 1 of the Pooling Agreement is hereby further amended to add the following definition after the definition of "Mother's": ""1997 Seller Termination Date" shall mean February __, 1997." 3.

Termination of Certain Sellers. In accordance with Section 2.8(g) hereof, as amended by Amendment No. 1 to the Pooling Agreement, and the procedure set forth in Section 10.1 hereof, the Trustee acknowledges that as of the 1997 1996 Seller Termination Date (as defined herein), Gai's Seattle French Baking CompanyBxxxx & Rxxxxx, Lxxxxxxxxx Baking Co. of SeattleInc., Inc. B&G Foods, Inc., Bxxxx & Gxxxxxxxxxxx, Inc., and TBPRoseland Manufacturing, Inc. (formerly, The Bagel Place, Inc.) (the "1997 1996 Terminated Sellers") will be terminated as Sellers pursuant to Section 9.14 of the Amended and Restated Receivables Sale Agreement (as amended by Amendment No. 3 2 thereto) and as Servicers under the Servicing Agreement. Upon the 1997 1996 Seller Termination Date and simultaneously with the payment to the Trustee of the Purchase Price (as defined below), the Trustee agrees to sell, assign and convey to the Company (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables originated by the 1997 1996 Terminated Sellers and other Trust Assets related to such Receivables originated by each 1997 a 1996 Terminated Seller, and all proceeds thereof. Upon receipt of the Purchase Price, the Trustee shall deposit such funds in the Collection Account and shall treat them as Collections for all purposes hereunder. The Trustee shall also (i) notify The Bank of New York, as the Seafirst Bank and Wxxxx Fargo Bank, the lockbox banksbank, of the termination of the Lockbox Accounts Account (Seafirst The Bank of New York - Account No. 60000000, and Wxxxx Fargo Bank - Account No. 45180734998900208228), (ii) execute a Master Bxxx of Sale and Assignment for the Receivables of each 1997 1996 Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens against the 1997 1996 Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign and convey such Receivables, and other Trust Assets and proceeds related to such Receivables to (A) United States Bakery B Companies Acquisition Corp. and/or (B) any affiliate of United States BakeryB Companies Acquisition Corp., in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 1997 1996 Terminated Seller an amount of immediately available funds equal to the product of (x) the then aggregate outstanding Principal Amount of Receivables of such Seller (which is understood to be net of Charge-Offs) multiplied by (y) the most recent Discounted Percentage with respect to the Receivables of such 1997 1996 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price"). (b) Article 1 of the Pooling Agreement is hereby further amended to add the following definition after the definition of "Mother's": ""1997 1996 Seller Termination Date" shall mean February December __, 19971996." 3.

Termination of Certain Sellers. In accordance with Section 2.8(g) hereof, as amended by Amendment No. 1 to the Pooling Agreement, and the procedure set forth in Section 10.1 hereof, the Trustee acknowledges that as of the 1997 Seller Stella Termination Date (as defined herein), Gai's Seattle French Baking Company, Lxxxxxxxxx Baking Co. of SeattleStella Foods, Inc. and TBPStella Foods East, Inc. (formerlytogether, The Bagel Place, Inc.) (the "1997 Stella Terminated Sellers") will be terminated as Sellers pursuant to Section 9.14 9.14(b) of the Amended and Restated Receivables Sale Agreement (as amended by Amendment No. 3 thereto4 thereto dated as of December 5, 1997) and as Servicers under the Servicing Agreement. Upon On the 1997 Seller Stella Termination Date and simultaneously with upon the payment to the Trustee of the Purchase Price (as defined below), the Trustee agrees to sell, assign and convey to the Company (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables originated by the 1997 Stella Terminated Sellers and Sellers, all other Trust Assets related to such Receivables originated by each 1997 Stella Terminated Seller, and all proceeds thereofof the foregoing. Upon receipt of the Purchase Price, the Trustee shall deposit such funds in the Collection Account and shall treat them as Collections for all purposes hereunder. The At such time, the Trustee shall also (i) notify the Seafirst First Bank and Wxxxx Fargo BankMilwaukee, the lockbox banksbank, of the termination of the Lockbox Accounts (Seafirst Account with First Bank Milwaukee - Account No. 6000000018233025666, and Wxxxx Fargo Bank - Account No. 4518073499)which account relates to Receivables generated solely by the Stella Termination Sellers, (ii) execute a Master Bxxx of Sale and Assignment to the Company for the Receivables of each 1997 Stella Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens of the Trustee against the 1997 Stella Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign Sellers and convey such Receivables, and other Trust Assets and proceeds related to such Receivables to (A) United States Bakery and/or (B) any affiliate of United States Bakery, in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 1997 Terminated Seller an amount of immediately available funds equal to the product of (x) the then aggregate outstanding Principal Amount of Receivables of such Seller (which is understood to be net of Charge-Offs) multiplied by (y) the most recent Discounted Percentage with respect to the Receivables of such 1997 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price"). (b) Article 1 of the Pooling Agreement is hereby further amended to add the following definition after the definition of "Mother's": ""1997 Seller Termination Date" shall mean February __, 1997their respective properties." 3.