展品10.1
日期爲9月30日， 2024 | ||
(1) 邦吉證券化b.V。作爲賣家 (2) 邦吉b.V公司，作爲主服務商和次級貸款人 (3) 本卷商或者說買家 (4) 承諾購買者 (5) 購買代理 (6) 荷蘭合作銀行，作爲管理代理、承諾採購方和採購代理，並代表其資金管道採購方 (7) 邦吉全球有限公司，作爲履約擔保提供者 (8) 法國農業信貸銀行，作爲可持續性協調員 (9) 邦吉農業業務伊比利亞有限公司， 作爲新的西班牙原始權利人 | ||
| 第二十六次修正案 應收賬款轉讓協議 | ||
2024年6月4日，Nano Dimension股份有限公司（「註冊人」）發佈了一份新聞稿，題爲「大使喬吉特·莫斯巴赫加盟Nano Dimension董事會」，現附上99.1展覽，併成爲本文檔的一部分。
條款 頁
1. 定義和解釋 2
2. 應收賬款轉讓協議的修訂 2
3. 轉讓已售應收款項的主體；管理保留的BISA應收款項的服務 3
4. 表現 5
5. 西班牙應收賬款購買協議 5
6. 繼續 5
7. 進一步保證 5
8. 先決條件 5
9. 履行承諾的重申 8
10. 發起人透明度要求 8
11. 注意事項等。 9
12. 在不同部門執行
13. 管轄法律；提交管轄權 9
14. 無進展； 有限追索 10
展示資料
展品A 附件2 (地址和通知信息)
附件B 時間表5 (設施金額和設施帳戶 銀行)
展覽C 附件9日程表 (排除義務方)
附表
表格 1 應收賬款
表格 2 購買價格
表格 2 購買價格
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本《應收賬款轉讓協議》的第二十六次修正 本“修改”）日期爲2024年9月30日, ，當事人爲：
(1) 邦吉證券化b.V。，作爲銷售方（以下簡稱「賣方」），是根據荷蘭法律設立的一家有限責任公司，註冊編號爲52234037，登記在荷蘭商業登記簿上。賣方”);
(2) 邦吉b.V公司作爲一個註冊在荷蘭，根據第24020546號荷蘭商業登記註冊的有限責任公司，作爲主服務商（“主服務商”）和次級貸款方（“次級貸款方”);
(3) 本公約的渠道買方（以下簡稱“渠道買方”);
(4) 承諾購買方承諾購買方”);
(5) 本買方代理人蔘與方（以下簡稱“買方代理人”);
(6) 荷蘭合作銀行 (“Rabobank作爲行政代理（以下簡稱“行政代理人”），承諾購買方和購買方代理；
(7)邦吉全球貨幣 SA，一家根據瑞士法律設立的公司，作爲履約擔保提供方（"履約擔保提供方”);
(8) 法國農業信貸銀行企業與投資銀行，擔任可持續發展協調員；以及
(9) 邦吉農業業務伊比利亞有限責任公司。，一傢俬人有限責任公司（有限責任公司）根據西班牙王國法律設立的公司（“新西班牙原始人”),
總稱爲“當事人”，每個都是“方”.
背景：
(A) 本修正案是對2011年6月1日簽訂的應收賬款轉讓協議（經過2023年12月18日修正和重簽訂，以及2024年5月21日進一步修正）進行的補充和修正，該協議是由本修正案的某些相關方簽訂的。應收款轉讓協議”).
(B)根據西班牙買賣協議的條款，邦吉伊比利亞公司（"BISA）和生物柴油畢爾巴鄂公司（"畢爾巴鄂”；合稱，BISA和畢爾巴鄂將統稱爲“退出西班牙原始權益人被確認人退出西班牙原始權益人）已向賣方和管理代理發出通知，無法撤銷地終止根據西班牙RPA將應收賬款出售給買方的權利，並自第二十六修正生效日期（如下所定義）起，退出的西班牙原始權利人將不再是西班牙原始權利人。截止第二十六修正
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自生效日期起，新西班牙原產地將作爲「賣方」加入西班牙RPA。
(C) 退出的西班牙原始權利人已根據西班牙回購協議的條款，之前將下文確定的應收賬款銷售給賣方。 附件1 (應收賬款”)於此處 (稱“應收賬款”)依照西班牙回購協議的條款包括未出售的應收賬款和已出售的應收賬款（這些應收賬款中變成已出售的應收賬款的應收賬款，稱爲“已出售的應收賬款”).
(D) 在第二十六修正案生效日期，（i）在本修正案規定的條件下，買方將未售出應收賬款賣給賣方，並轉讓，讓與此類應收賬款；（ii）根據退出西班牙原始債權人回購應收賬款的規定條件（如下定義），賣方將銷售、轉讓和讓與此類應收賬款給退出西班牙債權人，此西班牙債權人是關於每個此類應收賬款的西班牙債權人。 BISA 起源了某些未售出的應收賬款和已售出的應收賬款，這些應收賬款將不會根據本修正案出售、轉讓和讓與給賣方，或者根據退出西班牙原始債權人回購應收賬款協議出售、轉讓和讓與給 BISA （這些應收賬款，稱爲「已保留的 BISA 應收賬款」）；導致這些已保留的 BISA 應收賬款的合同將由 BISA 根據一份日期爲本日的《BISA 銷售合同轉讓和承受協議》，轉讓和受讓給新西班牙債權人。保留的 BISA 應收賬款BISA 銷售合同轉讓和承受協議BISA 銷售合同轉讓和承受協議”).
(E) 雙方已經同意按以下所述條款進一步修改應收賬款轉讓協議。
(F) 這項修正案是在應收款轉讓協議中定義的交易文件。
大家同意：
1. 定義和解釋
除非另有定義，本處使用的大寫詞語應具有應收賬款轉讓協議中賦予此類詞語的含義。 爲了本計劃的目的，以下術語應具有以下含義： (應收賬款轉讓協議第（一）款中含義明確的詞語解釋原則載於 第1.2節 (其他條款和第1.3節 (時間段的計算）應適用於本修正案，如同完全載入於此。
2. 應收款轉讓協議的修訂
自第二十六次修正生效日期起（如下所定義的術語 第8節。其他股票獎勵。 (先決條件）,應收賬款轉讓協議應按本協議所述進行修改：
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(a) 時間表2 (地址和通知信息）將被刪除並替換爲 附錄 A 現有信貸協議第10.14條的規定已經納入本協議並適用於本協議。
(b) 附表5 (設施帳戶和設施帳戶銀行）應刪除並更換爲 附件B 現有信貸協議第10.14條的規定已經納入本協議並適用於本協議。
(c) 附表9 (不包括 Obligors)應被刪除並替換爲 展覽 C 現有信貸協議第10.14條的規定已經納入本協議並適用於本協議。
3. 轉讓已售應收賬款；維持保留的BISA應收賬款的服務
(a) 在第二十六修正案生效日期，未經購買方或賣方進一步行動或同意的情況下，購買方特此同意賣出、轉讓和轉讓，並特此賣出、轉讓給賣方，賣方特此同意購買並接受轉讓和轉讓，並特此購買和承擔，所有購買方在被銷售應收賬款項下的各自權利、所有權和利益，以及所有相關的安防; 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。，爲避免疑問，有關已售應收賬款及相關的安防不包括 (i) 任何相關的安防，至於與任何非已售應收賬款相關的應收賬款有關，或 (ii) 在第二十六修正案生效日期之前就任何已售應收賬款或相關的安防所收到的任何款項或其他收入。
(b) It is the intention of the Parties hereto that the sale, transfer and assignment of the Subject Sold Receivables (to the extent these are governed by Spanish law) pursuant to this Amendment shall be treated as a purchase by the Seller and a sale by the applicable Purchaser of such Subject Sold Receivables with respect thereto, which sales are absolute and irrevocable and provide the Seller with the full benefits of ownership of such Subject Sold Receivables in accordance with articles 347 and 348 of the Spanish Commercial Code and articles 609 and 1,254 to 1,280 of the Spanish Civil Code. Each sale of the Subject Sold Receivables hereunder is made without recourse to the applicable Purchaser.
(c) Each Purchaser agrees that it will promptly execute and deliver all further instruments and documents, and take all further actions that the Seller may reasonably request, in order to perfect, protect or more fully evidence the purchase of, or ownership by, the Seller of the Subject Sold Receivables from the Twenty-Sixth Amendment Effective Date onwards (any such documentation required being at the cost of the Seller), provided always that a failure by such Purchaser to do so shall not affect the validity or enforceability of the purchase of, or ownership by, the Seller of the Subject Sold Receivables. In view of the intention of the Parties hereto that the purchases of Subject Sold Receivables made hereunder shall constitute a sale of such Subject Sold Receivables (cesión plena). For such purpose, the Purchasers and the Seller shall formalize this
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Amendment as a Spanish notarial document (either an escritura notarial or a póliza intervenida) on the Twenty-Sixth Amendment Effective Date so that the Subject Sold Receivables shall be deemed assigned in full (cesión plena con efectos frente a terceros) by the Purchasers to the Seller in accordance with Sections 1,218, 1,526 and 1,462 of the Spanish Civil Code.
(d) In consideration for the sale, transfer and assignment of the Subject Sold Receivables on the Twenty-Sixth Amendment Effective Date, the Seller shall pay to the Administrative Agent (for the benefit of the Purchasers) the purchase price set forth on Schedule 2 (Purchase Price) (the “Purchase Price”) on the first Settlement Date following the Twenty-Sixth Amendment Effective Date; provided, however, that the Purchase Price shall be deemed to be paid in full to the Administrative Agent (for the benefit of the Purchasers) on such Settlement Date if the Aggregate Invested Amount is less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base as determined by reference to the Portfolio Report delivered under the Servicing Agreement on the Reporting Date immediately preceding such Settlement Date (without including the Subject Receivables) after Collections have been distributed on such Settlement Date in accordance with Section 2.6 (Collections prior to Facility Termination Date) or Section 2.7 (Collections after Facility Termination Date) of the Receivables Transfer Agreement, as applicable.
(e) By executing this Amendment, (i) the Administrative Agent and each Purchaser each hereby acknowledge and consent to the sales, transfers and assignments of the Subject Sold Receivables and the Related Security with respect thereto contemplated in this Section 3 and (ii) upon satisfaction of the conditions precedent set forth in Section 8 (Conditions Precedent), the Administrative Agent (for the benefit of the Purchasers) hereby releases all of its Adverse Claims in and to the Subject Receivables and the Related Security with respect thereto, and any Adverse Claims granted to the Administrative Agent or the Purchasers in such Subject Receivables and the Related Security with respect thereto. Each of the Administrative Agent, the Purchasers and the Seller hereby agrees that (A) the term “Sold Receivable” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Subject Receivables and (B) the term “Related Security” and “Collections” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Related Security or Collections related to the Subject Receivables or other proceeds received with respect thereto after the Twenty-Sixth Amendment Effective Date.
(f) Notwithstanding any provision to the contrary in the Receivables Transfer Agreement or any other Transaction Documents, the Master Servicer and the New Spanish Originator in its capacity as a Sub-Servicer, hereby agree to transfer, or to cause to be transferred, all Collections deposited into a BISA deposit account or otherwise received by BISA on and after the Twenty-Sixth Amendment Effective
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Date with respect to the Retained BISA Receivables (the “Retained BISA Receivables Collections”) to a Spanish Collection Account on the final Business Day of each week (commencing with the week immediately following the Twenty-Sixth Amendment Effective Date) until the Outstanding Balance of each Retained BISA Receivable is equal to zero (or any such Retained BISA Receivable has been identified by the Master Servicer or the New Spanish Originator as uncollectable in accordance with the applicable Credit and Collection Policies, or which, in accordance with the applicable Credit and Collection Policies, has been or should have been written off as uncollectable).
4. REPRESENTATIONS
Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the Twenty-Sixth Amendment Effective Date as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.
5. SPANISH RECEIVABLES PURCHASE AGREEMENT
The Parties hereby consent to the amendment and restatement of the Spanish RPA.
6. CONTINUANCE
The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.
7. FURTHER ASSURANCE
The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.
8. CONDITIONS PRECEDENT
This Amendment shall become effective as of 12:01 a.m. (New York City time) on October 1, 2024 upon the notice from the Administrative Agent to the Seller and Purchasers that the Administrative Agent has received, in each case in form and substance satisfactory to the Administrative Agent, the following, duly executed by all parties thereto (the “Twenty-Sixth Amendment Effective Date”); provided, that the
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Administrative Agent may, acting on the instructions of the Purchasers, waive any of the following conditions precedent:
(a) this Amendment;
(b) the Joinder Agreement to Servicing Agreement, dated on or about the date hereof, between the Master Servicer and the New Spanish Originator;
(c) the Second Amended and Restated Spanish Receivables Purchase Agreement, dated on or about the date hereof, among the New Spanish Originator, the Seller Agent, the Seller and the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(d) a notice from the Exiting Spanish Originators to the Seller and the Administrative Agent, dated on a date at least ten (10) Business Days prior to the date hereof, irrevocably terminating the Exiting Spanish Originators’ right to sell Receivables to the Seller pursuant to the Spanish RPA;
(e) an Assignment of Repurchased Receivables, dated on or about the date hereof, among BISA, the Seller Agent and the Seller (the “BISA Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables for which BISA was the Spanish Originator shall be sold, transferred and assigned by the Seller to BISA, formalized as a Spanish notarial deed (escritura pública);
(f) an Assignment of Repurchased Receivables, dated on or about the date hereof, among Bilbao, the Seller Agent and the Seller (the “Bilbao Assignment of Repurchased Receivables”; the BISA Assignment of Repurchased Receivables and the Bilbao Assignment of Repurchased Receivables shall each be referred to collectively as the “Exiting Spanish Originators Assignments of Repurchased Receivables” and, individually, as an “Exiting Spanish Originator Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables shall be sold, transferred and assigned by the Seller to the applicable Exiting Spanish Originator, formalized as a Spanish notarial deed (escritura pública);
(g) an Assignment and Assumption Agreement, dated on or about the date hereof, among BISA, the New Spanish Originator, the Master Servicer and the Seller, pursuant to which BISA assigns certain servicing and repurchase obligations to the New Spanish Originator;
(h) the BISA Sale Contract Assignment and Assumption Agreement;
(i) a Deed of Charge, dated on about the date hereof, between the New Spanish Originator and the Administrative Agent, with respect to the Spanish Collection Accounts held with JPMorgan Chase Bank, N.A. London (“JPM London”);
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(j) a Blocked Account Control Agreement, dated on or about the date hereof, among the New Spanish Originator, the Administrative Agent and JPM London;
(k) a Pledges over Spanish Collection Account, governed by Spanish law, dated on or about the date hereof, among the New Spanish Originator, the Seller and the Administrative Agent, with respect to the Spanish Collection Accounts held with Banco Santander S.A. (“Santander”) and Citibank International PLC (“Citi PLC”), notarized as a Spanish deed (pόliza notarial);
(l) a Deed of Release, dated on or about the date hereof, between BISA and the Administrative Agent, with respect to BISA’s deposit account with JPM London;
(m) an Account Pledge Release Agreement, dated on or about the date hereof, among Bilbao, the Seller and the Administrative Agent with respect to Bilbao’s deposit account with Citi PLC, notarized as a Spanish deed (pόliza notarial);
(n) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent with respect to BISA’s deposit account with Santander, notarized as a Spanish deed (pόliza notarial);
(o) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent, with respect to BISA’s deposit account with Citi PLC, notarized as a Spanish deed (pόliza notarial);
(p) a Responsible Officer's certificate of the New Spanish Originator, dated as of the date hereof, certifying as to certain matters set forth in the Spanish RPA and with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent and each Purchaser Agent, including (i) an online registry excerpt (nota simple online) and online certificate on the up-to-date registered articles of association issued by the relevant Spanish Commercial Registry, (ii) authorizing resolutions in respect of this Amendment, the Spanish RPA and the Transaction Documents to which the Spanish Originator is a party, and (iii) insolvency certificates with respect to the New Spanish Originator obtained from the Spanish insolvency registry (Publicidad Concursal);
(q) a Responsible Officer’s Certificate of the Master Servicer, dated as of the date hereof, certifying inter alia a Monthly Report or Weekly Report, as applicable giving pro forma effect to the termination of the Exiting Spanish Originators as sellers under the Spanish RPA;
(r) a Power of Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública);
(s) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública);
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(t) a Power of Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(u) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(v) a legal opinion of Uría Menendez Abogados, S.L.P., special Spanish counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to capacity, validity and enforceability, true sale, security interest and tax matters;
(w) a legal opinion of Reed Smith LLP, special English counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including an opinion with respect to the security interest over Spanish Collection Accounts located in England;
(x) a legal opinion of Reed Smith LLP, special U.S. counsel for the Seller, the Master Servicer, the Performance Undertaking Provider and the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to the validity and enforceability of this Amendment, non-contravention of law and no consents;
(y) an updated transaction summary, in form and substance satisfactory to the administrative Agent and each Purchaser Agent; and
(z) confirmation from PCS that it has no objections to this Amendment or any of the other Transaction Documents described in this Section 8.
9. REAFFIRMATION OF PERFORMANCE UNDERTAKING
The Performance Undertaking Provider hereby acknowledges and affirms its obligations under the Performance Undertaking notwithstanding the amendments to the Receivables Transfer Agreement set forth in this Amendment and the other documents referred to in Section 8 (Conditions precedent) and confirms that its obligations shall extend to any and all obligations resulting from such amendments to the Receivables Transfer Agreement and such other documents.
10. TRANSPARENCY REQUIREMENTS FOR ORIGINATORS
The New Spanish Originator agrees that it will comply with the transparency requirements to the extent applicable to it under the Securitisation Regulation Rules; provided, that the New Spanish Originator will not be in breach of the requirements in this Section 10 if, due to events, actions or circumstances beyond its control, it is not able to comply with the undertaking contained in this first sentence of this Section 10. In
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addition, the New Spanish Originator agrees, at its cost and promptly on reasonable request by the Administrative Agent, any Purchaser Agent, any Committed Purchaser and any Conduit Purchaser, to provide such information as may reasonably be requested from time to time by the Administrative Agent, any Purchaser Agent, any Committed Purchaser and any Conduit Purchaser in order to enable each Committed Purchaser (in its capacities as Committed Purchaser and a Liquidity Bank) and Conduit Purchaser, as applicable, to comply with their respective obligations under Article 5 and/or Article 7 of the Securitisation Regulation.
11. NOTICES, ETC.
All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 (Address and Notice Information) to the Receivables Transfer Agreement.
12. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.
13. GOVERNING LAW; SUBMISSION TO JURISDICTION
(a) This Amendment shall be governed by and construed in accordance with the law of the state of New York, other than with respect to the Subject Sold Receivables’ transfer requirements provided for in Section 3 (Assignment of the Subject Sold Receivables) and the agreement to sell, transfer and assign set forth in Section 3(A), which shall be governed by Spanish common law (Derecho común español).
(b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, other than with respect to any action or proceeding arising out of or relating to the Subject Sold Receivables transfer requirements provided in Section 3 (Assignment of the Subject Sold Receivables) and the agreement to sell, transfer and assign set forth in Section 3(A), which shall be subject to the jurisdiction of the courts of the city of Barcelona (Spain). Each Party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Party hereto agrees that a final judgment in any such action or
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proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION HEREOF.
14. NO PROCEEDING; LIMITED RECOURSE
(a) Each of the Parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 14, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.
(b) No recourse under any obligation, covenant or agreement of any Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Committed Purchaser or Conduit
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Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Committed Purchaser or Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
[Signature pages follow.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.
BUNGE SECURITIZATION B.V., as Seller
By: /s/ Ronald Posthumus
Name: Ronald Posthumus
Title: Managing Director of Vistra B.V., in turn the sole director of Bunge Securitization B.V.
By:/s/ Jason Thimothy Duijn
Name: Jason Thimothy Duijn
Title: Proxy Holder B of Vistra B.V., in turn the sole director of Bunge Securitization B.V.
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender
By:/s/ Jeroen Kloet
Name: Jeroen Kloet
Title: Director
By:/s/ Arrie de Lange
Name: Arrie de Lange
Title: Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BUNGE GLOBAL SA, as Performance Undertaking Provider
By:Rajat Gupta
Name: Rajat Gupta
Title: Treasurer
By:/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BUNGE AGRIBUSINESS IBÉRICA, S.L.U., as New Spanish Originator
By:/s/ Alan Galmes Luengo
Name: Alan Galmes Luengo
Title: Attorney-in-fact
By:/s/ Martin Arribas Vallejo
Name: Martin Arribas Vallejo
Title: Attorney-in-fact
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent
By:/s/ Huong Stive-Pham
Name: Huong Stive-Pham
Title: Director
By:/s/ Jop van der Sluis
Name: Jop van der Sluis
Title: Managing Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser
By:/s/ Kristina Adamovich
Name: Kristina Adamovich
Title: Managing Director of Intertrust Management B.V.
By:/s/ Edwin van Ankeren
Name: Edwin van Ankeren
Title: Managing Director of Intertrust Management B.V.
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Committed Purchaser and Purchaser Agent
By:/s/ Marie-Laure Lepont
Name: Marie-Laure Lepont
Title: Authorized Signatory
By:/s/ Frédéric Mazet
Name: Frédéric Mazet
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BNP PARIBAS, as Purchaser Agent
By:/s/ Gianluca Sannipoli
Name: Gianluca Sannipoli
Title: Authorized Signatory
By:/s/ Baptiste Ranjard
Name: Baptiste Ranjard
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser
By:/s/ Kevin Downes
Name: Kevin Downes
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
THE BANK OF NOVA SCOTIA, as Purchaser Agent and Committed Purchaser
By:/s/ Nick Mantas
Name: Nick Mantas
Title: Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
LIBERTY STREET FUNDING LLC, as Conduit Purchaser
By:/s/ Kevin Corrigan
Name: Kevin Corrigan
Title: Vice President
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Purchaser Agent and Committed Purchaser
By:/s/ Maria Galvez
Name: Maria Galvez
Title: Director – Global Trade Manager
By:/s/ Armen Semizian
Name: Armen Semizian
Title: Managing Director – Credit Risk
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator
By:/s/ Marie-Laure Lepont
Name: Marie-Laure Lepont
Title: Authorized Signatory
By:/s/ Frédéric Mazet
Name: Frédéric Mazet
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement