Capital equal to such Investors ratable share of the aggregate outstanding Capital of all Investors as of such time (based on the applicable Banks Percentage, as so adjusted). The Seller hereby consents to the above transfers of Receivable Interests. Each of the Seller, the Purchaser Agents and the Administrative Agent hereby acknowledges and agrees that this Agreement constitutes notice to it by the relevant transferors of the transfer of Receivable Interests pursuant to this Section 1(d).
Section 2. Amendments to the Purchase Agreement. Effective as of the Effective Date, immediately after giving effect to the actions contemplated by Section 1 hereof, the Purchase Agreement is hereby amended to incorporate the changes shown on the marked pages attached hereto as Annex A. Notwithstanding anything to the contrary contained in any Transaction Document, URNA agrees and acknowledges that each of the Collection Accounts is maintained solely by the Seller with Qualified Intermediary and URNA has no interest in any of the Collection Accounts.
Section 3. Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the Effective Date) at such time as:
(a) executed counterparts of this Agreement have been delivered by each party hereto to the other parties hereto;
(b) the Purchaser Agent for each of Scotia Capital, ST, BMO and TD shall have received an executed fee letter with respect to this Agreement, in form and substance reasonably satisfactory to such Purchaser Agent (each, a New Fee Agreement);
(c) the Purchaser Agent for each of Scotia Capital, ST, BMO and TD shall have received payment of the Upfront Fee in accordance with the terms of, and as such term is defined in, such Purchaser Agents New Fee Agreement;
(d) the Administrative Agent shall have received a confirmation, in form and substance reasonably satisfactory to the Administrative Agent, from Sullivan & Cromwell LLP that this Agreement does not affect its opinions included in its opinion rendered on August 29, 2017 with respect to the renewal of the Purchase Agreement; and
(e) the Administrative Agent and the Purchaser Agents shall have received, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, a certificate of the Secretary or Assistant Secretary of the Seller certifying copies of the resolutions of the Board of Directors of the Seller approving this Agreement and the transactions contemplated hereby.
Section 4. Representations and Warranties. The Originator, the Seller and the Collection Agent represent and warrant as follows:
(a) The execution, delivery and performance by the Originator, the Collection Agent and the Seller of this Agreement (i) are within its corporate or limited liability company powers, as applicable, (ii) have been duly authorized by all necessary corporate or limited liability company action, as applicable, and (iii) do not contravene (1) its charter, by-laws or limited liability company agreement, as applicable, (2) any law, rule or regulation applicable to it or (3) any contractual restriction binding on or affecting it or its property, the violation of which could