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 1996 Seller Termination Date (as defined herein), Bxxxx & Rxxxxx, Inc., B&G Foods, Inc., Bxxxx & Gxxxxxxxxxxx, Inc., and Roseland Manufacturing, Inc. (the "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. 2 thereto) and as Servicers under the Servicing Agreement. Upon the 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 1996 Terminated Sellers and other Trust Assets related to such Receivables originated by 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 the lockbox bank, of the termination of the Lockbox Account (The Bank of New York - Account No. 8900208228), (ii) execute a Master Bxxx of Sale and Assignment for the Receivables of each 1996 Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens against the 1996 Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign and convey such Receivables, other Trust Assets and proceeds to (A) B Companies Acquisition Corp. and/or (B) any affiliate of B Companies Acquisition Corp., in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 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 1996 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price").

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 1996 1997 Seller Termination Date (as defined herein), Bxxxx & RxxxxxGai's Seattle French Baking Company, Inc.Lxxxxxxxxx Baking Co. of Seattle, B&G Foods, Inc., Bxxxx & Gxxxxxxxxxxx, Inc., Inc. and Roseland ManufacturingTBP, Inc. (formerly, The Bagel Place, Inc.) (the "1996 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. 2 3 thereto) and as Servicers under the Servicing Agreement. Upon the 1996 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 1996 1997 Terminated Sellers and other Trust Assets related to such Receivables originated by a 1996 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 the Seafirst Bank of New Yorkand Wxxxx Fargo Bank, as the the lockbox bankbanks, of the termination of the Lockbox Account Accounts (The Seafirst Bank of New York - Account No. 890020822860000000, and Wxxxx Fargo Bank - Account No. 4518073499), (ii) execute a Master Bxxx of Sale and Assignment for the Receivables of each 1996 1997 Terminated Seller and (iii) sign and deliver to the Company for filing the necessary UCC financing statements releasing the liens against the 1996 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) B Companies Acquisition Corp. United States Bakery and/or (B) any affiliate of B Companies Acquisition Corp.United States Bakery, in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 1996 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 1996 1997 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price").

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 1996 Seller Stella Termination Date (as defined herein), Bxxxx & Rxxxxx, Inc., B&G Stella Foods, Inc., Bxxxx & Gxxxxxxxxxxx, Inc., Inc. and Roseland ManufacturingStella Foods East, Inc. (together, the "1996 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. 2 thereto4 thereto dated as of December 5, 1997) and as Servicers under the Servicing Agreement. Upon On the 1996 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 1996 Stella Terminated Sellers and Sellers, all other Trust Assets related to such Receivables originated by a 1996 each 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 First Bank of New YorkMilwaukee, as the the lockbox bank, of the termination of the Lockbox Account (The with First Bank of New York Milwaukee - Account No. 8900208228)18233025666, 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 1996 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 1996 Stella Terminated Sellers. In accordance with Section 2.8(g) hereof, the Company shall be permitted to assign Sellers and convey such Receivables, other Trust Assets and proceeds to (A) B Companies Acquisition Corp. and/or (B) any affiliate of B Companies Acquisition Corp., in exchange for the Purchase Price. For purposes of this section the "Purchase Price" means with respect to each 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 1996 Terminated Seller as determined in accordance with Schedule 3 of the Receivables Sale Agreement (the "Purchase Price")their respective properties.