Amendment of Receivables Transfer Agreement. The Parties to the Receivables Transfer Agreement hereby agree that with effect from the Effective Date, the Receivables Transfer Agreement is amended as follows:
Receivables. Greater than 50% of all accounts receivable of the Credit Parties and their Subsidiaries arising from the sale of BioThrax or NuThrax to Governmental Authorities of the Federal Government of the United States under a Material Contract becomes more than ninety (90) days past the
Except as modified and expressly amended by this Amendment, the Receivables Transfer Agreement is in all respects ratified and confirmed, and
amendments set forth in Clause 2 (Amendments to the Receivables Transfer Agreement) of this Amendment or the limited waiver set forth in Clause 7 (Limited Waiver).
The various Originators party to the Originator Receivables Transfer Agreement from time to time (the "Originators") and the Depositor, are parties to that certain Originator Receivables Transfer Agreement, dated as of , 20 (as amended, restated, supplemented or otherwise modified from time to time, the "Originator Receivables Transfer Agreement"), pursuant to which the Originators will transfer and absolutely assign to the Depositor a revolving pool of Receivables and related assets from time to time.
For the avoidance of doubt, the limited waiver granted hereunder shall not apply to any period of time other than the Waiver Period. The waiver set forth in the immediately preceding paragraph is a one-time waiver and is limited to its express terms. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Security Trustee, the Paying Agent, any Purchaser Agent or any Purchaser, nor constitute a waiver of any provision of the Receivables Transfer Agreement or any other Transaction Document or any other documents, instruments and agreements executed and/or delivered in connection therewith except to the limited extent specifically set forth herein. Additionally, nothing contained in this Amendment shall be construed to modify or in any way amend Clause 6.1(f) of the Receivables Transfer Agreement or any other provision of the Receivables Transfer Agreement or any other Transaction Document, other than as expressly set forth in Clause 2 (Amendments to the Receivables Transfer Agreement).
SECTION # Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.
Notify immediately if any of its Receivables arise out of contracts between any Loan Party and # the United States, any state, or any department, agency or instrumentality of any of them, and # Canada or any department, agency, instrumentality or crown corporation thereof.
Under the Originator Receivables Transfer Agreement, to the extent # an Originator breaches the Eligibility Representation with respect to one or more Receivables, # such breach has a material adverse effect on the Issuer and # such breach is not cured by the end of the applicable grace period set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement, such Originator that has breached the Eligibility Representation is required to reacquire all affected Receivables by remitting the Acquisition Amount to the Collection Account, as set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement (such reacquisition is referred to herein as the "Originator Reacquisition Obligation").
Pursuant to the terms of the Transfer and Servicing Agreement, the Depositor will transfer and absolutely assign to the Issuer, among other things, # the Depositor's rights to the Eligibility Representations made by each Originator under the Originator Receivables Transfer Agreement and by the Servicer under the Master Trust Receivables Transfer Agreement and # the Depositor's right to enforce each Originator's Originator Reacquisition Obligation and the Servicer's Servicer Representation Obligation.
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