REPRESENTATIONS AND WARRANTIES 18. Section 4.01 Representations and Warranties of the Seller 18 Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 ARTICLE 5 CONDITIONS OF PURCHASES 23 Section 5.01 Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 ARTICLE 6 COVENANTS 25 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 ARTICLE 7 PURCHASE TERMINATION EVENTS 28 Section 7.01 Purchase Termination Events 28 Section 7.02 Remedies for Purchase Termination Event 29 Section 7.03 Purchase Suspension Events 30 Section 7.04 Remedies for Purchase Suspension Event 30 ARTICLE 8 INDEMNIFICATION 30 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 31 ARTICLE 9 MISCELLANEOUS 31 Section 9.01 Waivers and Amendments 31 TABLE OF CONTENTS (continued) Page Section 9.02 Notices 31 Section 9.03 Assignments and Participations 31 Section 9.04 Confidentiality 32 Section 9.05 Limitation of Liability 32 Section 9.06 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue 33 Section 9.07 Waiver of Jury Trial 33 Section 9.08 Integration; Binding Effect; Survival of Terms 33 Section 9.09 Protection of Ownership Interests of the Purchaser; Collection 33 Section 9.10 Accounting 34 Section 9.11 Counterparts; Severability; Section References 34 Section 9.12 Sale Characterization; Grant of Security Interest 34 Section 9.13 Paramountcy 35 EXHIBITS Exhibit A Form of Receivables Purchase Report Exhibit B Form of Assignment Exhibit C Form of Quebec Assignment Exhibit D Collection Rights Power of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Servicing Appendix This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 22, 2009 among:
REPRESENTATIONS AND WARRANTIES 18. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 18 Section 3.2 [Intentionally Omitted.] 20 Section 3.3 Representations and Warranties of Contributor 21 Section 3.4 Survival of Representations and Warranties of Contributor; Remedy for Breach 28 ARTICLE 4. COVENANTS 29 Section 4.1 Covenants of Contributor 29 Section 4.2 Commercially Reasonable Efforts 30 Section 4.3 Tax Covenants 30 Section 4.4 [Employee Covenants 31 ARTICLE 5. POWER OF ATTORNEY 31 Section 5.1 Grant of Power of Attorney 31 Section 5.2 Limitation on Liability 32 Section 5.3 Ratification; Third-Party Reliance 32 ARTICLE 6. RISK OF LOSS 33
REPRESENTATIONS AND WARRANTIES 18. 1 United’s Representations and Warranties United hereby represents and warrants to Tampa Electric that the statements made in Section 3.2, Section 4.1.1 and Section 5.2, and the statements contained in this Section 18.1 are correct and complete in all material respects as of the date of this Agreement. 18.1.1 Organization United is a limited liability company validly existing and in good standing under the laws of the State of Florida. 18.1.2 Authorization United has the power (including corporate power) and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of United enforceable in accordance with its terms and conditions subject to bankruptcy, insolvency and other laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity. 18.1.3
REPRESENTATIONS AND WARRANTIES 18. Section 7.1. Representations and Warranties of the Seller and the Servicer 18 ARTICLE VIII: COVENANTS 20
REPRESENTATIONS AND WARRANTIES 18. Section 4.01. General Representations and Warranties of the Borrower 18
REPRESENTATIONS AND WARRANTIES 18. Section 5.1 Existence and Standing 18 Section 5.2 Authorization and Validity 18 Section 5.3 No Conflict, Government Consent 18 Section 5.4 Financial Statements 19 Section 5.5 Taxes 19 Section 5.6 Litigation and Contingent Obligations 19 Section 5.7 Subsidiaries 19 Section 5.8 ERISA 19 Section 5.9 Accuracy of Information 20 Section 5.10 Federal Reserve Regulations 20 Section 5.11 Material Agreements 20 Section 5.12 Compliance With Laws 20 Section 5.13 Properties 20 Section 5.14 Plan Assets, Prohibited Transactions 21 Section 5.15 Environmental Matters 21 Section 5.16 Insurance Law Matters 21 Section 5.17 Investment Company Act 21 Section 5.18 Public Utility Holding Company 21 Section 5.19 Post-Retirement Benefits 22 Section 5.20 Insurance 22 Section 5.21 Solvency 22 Section 5.22 Labor Matters 22 ARTICLE VI. COVENANTS 23 Section 6.1 Financial Reporting 23
REPRESENTATIONS AND WARRANTIES 18. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 18 Section 3.2 [Intentionally Omitted.] 20 Section 3.3 Representations and Warranties of Contributor 20 Section 3.4 Survival of Representations and Warranties of Contributor; Remedy for Breach 29 ARTICLE 4. COVENANTS 29 Section 4.1 Covenants of Contributor 29 Section 4.2 Commercially Reasonable Efforts 30 Section 4.3 Tax Covenants 31 Section 4.4 Employee Covenants 31 ARTICLE 5. POWER OF ATTORNEY 32 Section 5.1 Grant of Power of Attorney 32 Section 5.2 Limitation on Liability 33 Section 5.3 Ratification; Third-Party Reliance 33 ARTICLE 6. RISK OF LOSS 33 ARTICLE 7. MISCELLANEOUS 34 Section 7.1 Defined Terms 34 Section 7.2 Notices 39 Section 7.3 Counterparts 40 Section 7.4 Entire Agreement; Third-Party Beneficiaries 40 Section 7.5 Governing Law 41 Section 7.6 Amendment; Waiver 41 Section 7.7 Assignment 41 Section 7.8 Jurisdiction 41 Section 7.9 Dispute Resolution 41 Section 7.10 Severability 43 Section 7.11 Rules of Construction 43 Section 7.12 Time of the Essence 43 Section 7.13 Descriptive Headings 43 Section 7.14 No Personal Liability Conferred 43 Section 7.15 Changes to Form Agreements 44 Section 7.16 Further Assurances 44 Section 7.17 Reliance 44 Section 7.18 Survival 44 Section 7.19 Equitable Remedies; Limitation on Damages 44
REPRESENTATIONS AND WARRANTIES 18. Section 6.1
REPRESENTATIONS AND WARRANTIES 18. Section 7.1. Representations and Warranties of the Seller and the Servicer 18 Section 7.2 Repurchase by Servicer Upon Breach 20
REPRESENTATIONS AND WARRANTIES 18. Section 5.1. Representations and Warranties of Borrower 18 (A) Organization and Existence 19 (B) Authorization and Absence of Defaults 19 (C) Acquisition of Consents 19 (D) Validity and Enforceability 19 (E) Financial Information 19 (F) No Litigation 20 (G) Regulation U 20 (H) Absence of Adverse Agreements 20 (I) Taxes 20 (J) Accuracy of Representations and Warranties 21 (K) Investment Company Act 21 (L) Solvency 21 (M) Licenses, Registrations, and Compliance with Laws 21 (N) Principal Place of Business; Books and Records 22 (O) Title to Assets and Properties 22 (P) Material Adverse Change 22 (Q) Employee Benefit Plans 22 (R) Public Utility Holding Company Act 22 (S) Environmental Matters 22 (T) Pari Passu Indebtedness 23
