Common use of Representations and Warranties Covenants Termination Events Clause in Contracts

Representations and Warranties Covenants Termination Events. Section 2.1 Representations and Warranties; Covenants 28 Section 2.2 Termination Events 28 ARTICLE III INDEMNIFICATION Section 3.1 Indemnities by the Seller 28 TABLE OF CONTENTS (continued) Page Section 6.9 Survival of Termination 47 Section 6.10 WAIVER OF JURY TRIAL 47 Section 6.11 Sharing of Recoveries 48 Section 6.12 Right of Setoff 48 Section 6.13 Entire Agreement 48 Section 6.14 Headings 48 Section 6.15 Purchaser Groups’ Liabilities 48 Section 6.16 Call Option 49 Section 6.17 [Reserved] 49 Section 6.18 Joinder of Originators 49 Section 6.19 Structuring Agent 50 Section 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 USA Patriot Act 53 Section 6.22 Mutual Negotiations 53 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR and the Term SOFR Rate 53 EXHIBIT I Definitions EXHIBIT II Conditions of Purchases EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II Lock-Box Banks and Lock-Box Accounts SCHEDULE III Actions/Suits SCHEDULE IV Liens SCHEDULE V [Reserved] SCHEDULE VI Commitments ANNEX A Form of Information Package ANNEX B-1 Form of Purchase Notice ANNEX B-2 Form of Issuance Notice ANNEX C Form of Assumption Agreement ANNEX D Form of Transfer Supplement ANNEX E Form of Paydown Notice ANNEX F Form of Compliance Certificate ANNEX G Form of Weekly Report ANNEX H Form of Letter of Credit Application ANNEX I Closing Memorandum ANNEX J Form of Bi-Weekly Report

Representations and Warranties Covenants Termination Events. 14 Section 2.1 2.1. Representations and Warranties; Covenants 28 14 Section 2.2 2.2. Termination Events 28 14 ARTICLE III INDEMNIFICATION 14 Section 3.1 3.1. Indemnities by the Seller 14 Section 3.2. Indemnities by the Servicer 16 Section 3.3. Indemnity for Taxes 17 ARTICLE IV ADMINISTRATION AND COLLECTIONS 19 Section 4.1. Appointment of the Servicer 19 Section 4.2. Duties of the Servicer 20 Section 4.3. Lock-Box Arrangements 21 Section 4.4. Enforcement Rights 22 Section 4.5. Responsibilities of the Servicer 23 Section 4.6. Servicing Fee 23 ARTICLE V PERFORMANCE GUARANTY 24 Section 5.1. Guaranty 24 Section 5.2. Guaranty Absolute 24 Section 5.3. Waiver 25 Section 5.4. Subrogation 26 ARTICLE VI THE AGENTS 26 Section 6.1. Appointment and Authorization 26 Section 6.2. Delegation of Duties 27 Section 6.3. Exculpatory Provisions 27 Section 6.4. Reliance by Agents 28 TABLE OF CONTENTS (continued) Page Section 6.9 6.5. Notice of Termination Events 28 Section 6.6. Non-reliance on Administrator and Purchaser Agents 29 Section 6.7. Administrator, Purchasers, Purchaser Agents and Affiliates 29 Section 6.8. Indemnification 29 Section 6.9. Successor Administrator 30 ARTICLE VII MISCELLANEOUS 30 Section 7.1. Amendments, Etc. 30 Section 7.2. Notices, Etc. 31 Section 7.3. Assignability 31 Section 7.4. Costs; Expenses 34 Section 7.5. Confidentiality 35 Section 7.6. Tax Forms; FATCA 35 Section 7.7. Tax Treatment 38 Section 7.8. Delivery of Tax Forms 38 Section 7.9. GOVERNING LAW AND JURISDICTION 38 Section 7.10. Execution in Counterparts 38 Section 7.11. Survival of Termination 47 Termination; Third Party Beneficiaries 38 Section 6.10 7.12. WAIVER OF JURY TRIAL 47 39 Section 6.11 Sharing of Recoveries 48 Section 6.12 Right of Setoff 48 Section 6.13 7.13. Entire Agreement 48 39 Section 6.14 7.14. Headings 48 39 Section 6.15 Purchaser Groups’ Liabilities 48 7.15. Special Damages 39 Section 6.16 Call Option 49 Section 6.17 [Reserved] 49 Section 6.18 Joinder of Originators 49 Section 6.19 Structuring Agent 50 Section 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 USA 7.16. Patriot Act 53 39 Section 6.22 Mutual Negotiations 53 7.17. No Proceedings 39 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR 7.18. Limitation of Payments 40 Section 7.19. Appointment and the Term SOFR Rate 53 Authorization of Administrator 40 Section 7.20. Limited Liability 40 Section 7.21. Liquidity Based Amortization Event Trigger 41 EXHIBIT I Definitions Definitions; Construction EXHIBIT II Conditions of Purchases Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy Guidelines SCHEDULE II Lock-Box Banks Banks, Collection Accounts and Lock-Box Accounts Concentration Account SCHEDULE III Actions/Suits Payment Processors SCHEDULE IV Liens Names SCHEDULE V [Reserved] Addresses for Notice SCHEDULE VI Commitments ANNEX A Form RECEIVABLES PURCHASE AGREEMENT This RECEIVABLES PURCHASE AGREEMENT (together with the Exhibits, Schedules and Annexes hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of Information Package ANNEX B-1 Form of Purchase Notice ANNEX B-2 Form of Issuance Notice ANNEX C Form of Assumption Agreement ANNEX D Form of Transfer Supplement ANNEX E Form of Paydown Notice ANNEX F Form of Compliance Certificate ANNEX G Form of Weekly Report ANNEX H Form of Letter of Credit Application ANNEX I Closing Memorandum ANNEX J Form of Bi-Weekly ReportAugust 21, 2018, is by and among TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company, as seller (the “Seller”), TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (“TXU”), individually and as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the PURCHASERS and PURCHASER AGENTS (in each case, as defined herein) from time to time party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra”), as performance guarantor (in such capacity, together with its successors and permitted assigns in such capacity, the “Performance Guarantor”).

Representations and Warranties Covenants Termination Events. 17 Section 2.1 Representations and Warranties; Covenants 28 17 Section 2.2 Termination Events 28 17 ARTICLE III INDEMNIFICATION 17 Section 3.1 Indemnities by the Seller 28 17 Section 3.2 Indemnities by the Servicer 19 ARTICLE IV ADMINISTRATION AND COLLECTIONS 19 Section 4.1 Appointment of the Servicer 19 Section 4.2 Duties of the Servicer 21 Section 4.3 Lock-Box Account Arrangements 22 Section 4.4 Enforcement Rights 23 Section 4.5 Responsibilities of the Seller 23 Section 4.6 Servicing Fee 24 ARTICLE V THE AGENTS 24 Section 5.1 Appointment and Authorization 24 Section 5.2 Delegation of Duties 25 Section 5.3 Exculpatory Provisions 25 Section 5.4 Reliance by Agents 25 TABLE OF CONTENTS (continued) Page Section 5.5 Notice of Termination Events 26 Section 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 27 Section 5.7 Administrators and Affiliates 27 Section 5.8 Indemnification 27 Section 5.9 Successor Administrator 28 ARTICLE VI MISCELLANEOUS 28 Section 6.1 Amendments, Etc 28 Section 6.2 Notices, Etc 28 Section 6.3 Successors and Assigns; Participations; Assignments 29 Section 6.4 Costs, Expenses and Taxes 31 Section 6.5 No Proceedings; Limitation on Payments 31 Section 6.6 GOVERNING LAW AND JURISDICTION 32 Section 6.7 Confidentiality 32 Section 6.8 Execution in Counterparts 33 Section 6.9 Survival of Termination 47 33 Section 6.10 WAIVER OF JURY TRIAL 47 33 Section 6.11 Sharing of Recoveries 48 34 Section 6.12 Right of Setoff 48 34 Section 6.13 Entire Agreement 48 34 Section 6.14 Headings 48 34 Section 6.15 Purchaser Groups’ Liabilities 48 34 Section 6.16 Call Option 49 Certain Tax Matters 34 Section 6.17 [Reserved] 49 Section 6.18 Joinder of Originators 49 Section 6.19 Structuring Agent 50 Section 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 USA Patriot Act 53 35 Section 6.22 Mutual Negotiations 53 6.18 Amendment and Restatement 35 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR and the Term SOFR Rate 53 6.19 Ratification 35 EXHIBIT I Definitions EXHIBIT II Conditions of Purchases EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II Lock-Box Banks and Lock-Box Accounts SCHEDULE III Actions/Suits Trade Names SCHEDULE IV Liens SCHEDULE V [Reserved] SCHEDULE VI Commitments Actions and Proceedings ANNEX A Form of Information Package ANNEX B-1 B Form of Purchase Notice ANNEX B-2 Form of Issuance Notice ANNEX C Form of Assumption Agreement ANNEX D Form of Transfer Supplement ANNEX E Form of Paydown Notice ANNEX F Form of Compliance Certificate ANNEX G Form of Weekly Report ANNEX H Form This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of Letter of Credit Application ANNEX I Closing Memorandum ANNEX J Form of BiFebruary 2, 2015 among PRESIDIO CAPITAL FUNDING LLC, a Delaware limited liability company, as seller (the “Seller”), PRESIDIO, INC., a Georgia corporation (together with its successors and permitted assigns, “Presidio”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), EACH PARTY LISTED ON THE SIGNATURE PAGES HERETO AS A SUB-Weekly ReportSERVICER, THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the “Administrator”).

Representations and Warranties Covenants Termination Events. 24 Section 2.1 2.1. Representations and Warranties; Covenants 28 24 Section 2.2 2.2. Termination Events 28 24 ARTICLE III III. INDEMNIFICATION 24 Section 3.1 3.1. Indemnities by the Seller 24 Section 3.2. Indemnities by the Servicer 26 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 26 Section 4.1. Appointment of the Servicer 26 Section 4.2. Duties of the Servicer 27 Section 4.3. Lock-Box Account Arrangements 28 Section 4.4. Enforcement Rights 29 Section 4.5. Responsibilities of the Seller 30 Section 4.6. Servicing Fee 30 Section 4.7. [Reserved] 31 Section 4.8. Erroneous Payment 31 ARTICLE V. THE AGENTS 32 Section 5.1. Appointment and Authorization 32 Section 5.2. Delegation of Duties 33 Section 5.3. Exculpatory Provisions 33 Section 5.4. Reliance by Agents 33 Section 5.5. [Reserved] 34 TABLE OF CONTENTS (continued) Page Section 6.9 5.6. Notice of Termination Events 34 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 35 Section 5.8. Administrators and Affiliates 35 Section 5.9. Indemnification 35 Section 5.10. Successor Administrator 36 ARTICLE VI. MISCELLANEOUS 36 Section 6.1. Amendments, Etc. 36 Section 6.2. Notices, Etc. 37 Section 6.3. Successors and Assigns; Participations; Assignments 37 Section 6.4. Costs, Expenses and Taxes 39 Section 6.5. No Proceedings; Limitation on Payments 39 Section 6.6. GOVERNING LAW AND JURISDICTION 40 Section 6.7. Execution in Counterparts 40 Section 6.8. Survival of Termination 47 41 Section 6.10 6.9. WAIVER OF JURY TRIAL 47 41 Section 6.11 6.10. Sharing of Recoveries 48 41 Section 6.12 6.11. Right of Setoff 48 41 Section 6.13 6.12. Entire Agreement 48 41 Section 6.14 6.13. Headings 48 42 Section 6.15 6.14. Purchaser Groups’ Liabilities 48 42 Section 6.16 Call Option 49 6.15. Pledge to a Federal Reserve Bank 42 Section 6.17 [Reserved] 49 6.16. Confidentiality 42 Section 6.18 Joinder of Originators 49 6.17. Mutual Negotiations 43 Section 6.19 Structuring Agent 50 6.18. Credit Agreement 43 Section 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 6.19. USA Patriot Act 53 43 Section 6.22 Mutual Negotiations 53 6.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 44 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR and the Term SOFR Rate 53 6.21. Acknowledgement Regarding Any Supported QFCs 44 TABLE OF CONTENTS (continued) EXHIBIT I Definitions EXHIBIT II Conditions of Purchases Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II Lock-Box Banks and Lock-Box Accounts SCHEDULE III Actions/Suits SCHEDULE IV Liens SCHEDULE V [Reserved] SCHEDULE III Trade Names SCHEDULE IV Notice Information SCHEDULE V Subject Anixter Filing SCHEDULE VI Commitments SCHEDULE VII Scheduled Commitment Termination Date SCHEDULE VIII Subject UCC SCHEDULE IX [Reserved] SCHEDULE X Excluded Receivables SCHEDULE XI Closing Memorandum ANNEX A Form of Information Package ANNEX B-1 B Form of Purchase Notice ANNEX B-2 C Form of Issuance Notice Daily Report ANNEX C D Form of Assumption Agreement ANNEX D E Form of Transfer Supplement ANNEX E Form This FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of Paydown Notice ANNEX F Form June 22, 2020, among WESCO RECEIVABLES CORP., a Delaware corporation, as seller (the “Seller”), WESCO DISTRIBUTION, INC., a Delaware corporation (“WESCO”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), THE VARIOUS CONDUIT PURCHASERS, COMMITTED PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the “Administrator”). Concurrently herewith, the Seller, the Servicer and the Originators are entering into that certain Second Amended and Restated Purchase and Sale Agreement (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase and Sale Agreement”), dated as of Compliance Certificate ANNEX G Form of Weekly Report ANNEX H Form of Letter of Credit Application ANNEX I Closing Memorandum ANNEX J Form of Bi-Weekly Reportthe date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 28 Section 2.1 Representations and Warranties; Covenants Covenants. 28 Section 2.2 Termination Events Events. 28 ARTICLE III III. INDEMNIFICATION 28 Section 3.1 Indemnities by the Seller Seller. 28 TABLE OF CONTENTS (continued) Page Section 6.9 3.2 Indemnities by the Servicer. 30 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 30 Section 4.1 Appointment of the Servicer. 30 Section 4.2 Duties of the Servicer. 31 Section 4.3 Lock-Box Arrangements. 32 Section 4.4 Enforcement Rights. 33 Section 4.5 Responsibilities of the Seller. 34 Section 4.6 Servicing Fee. 35 Section 4.7 Agents 35 ARTICLE V. MISCELLANEOUS 40 Section 5.1 Amendments, Etc. 40 Section 5.2 Notices, Etc. 41 Section 5.3 Successors and Assigns; Assignability; Participations. 42 Section 5.4 Costs, Expenses and Taxes. 45 Section 5.5 No Proceedings; Limitation on Payments. 49 Section 5.6 Confidentiality. 49 Section 5.7 GOVERNING LAW AND JURISDICTION 50 Section 5.8 Execution in Counterparts 50 Section 5.9 Survival of Termination 47 Termination; Non-Waiver 50 Section 6.10 5.10 WAIVER OF JURY TRIAL 47 51 Section 6.11 5.11 Entire Agreement 51 Section 5.12 Headings 51 Section 5.13 Sharing of Recoveries 48 51 Section 6.12 Right of Setoff 48 Section 6.13 Entire Agreement 48 Section 6.14 Headings 48 Section 6.15 5.14 Purchaser Groups’ Liabilities 48 52 Section 6.16 Call Option 49 5.15 Right of Setoff 52 Section 6.17 [Reserved] 49 Section 6.18 Joinder of Originators 49 Section 6.19 Structuring Agent 50 Section 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 5.16 USA Patriot Act 53 52 Section 6.22 5.17 Severability 52 Section 5.18 Mutual Negotiations 53 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR and the Term SOFR Rate 5.19 Currency 53 Section 5.20 Currency Equivalence 53 Section 5.21 Post-Closing Covenant. 54 EXHIBIT I Definitions DEFINITIONS EXHIBIT II Conditions of Purchases CONDITIONS PRECEDENT EXHIBIT III Representations and Warranties REPRESENTATIONS AND WARRANTIES EXHIBIT IV Covenants COVENANTS EXHIBIT V Termination Events TERMINATION EVENTS SCHEDULE I Credit and Collection Policy CREDIT AND COLLECTION POLICY SCHEDULE II LockLOCK-Box Banks and LockBOX BANKS AND LOCK-Box Accounts BOX ACCOUNTS SCHEDULE III Actions/Suits TRADE NAMES SCHEDULE IV Liens OFFICE LOCATIONS SCHEDULE V [Reserved] GROUP COMMITMENTS SCHEDULE VI Commitments NOTICE ADDRESSES SCHEDULE VII SELLER ACCOUNT SCHEDULE VIII CLOSING MEMORANDUM SCHEDULE IX APPROVED CONTRACTS SCHEDULE X STANDARD AUSTRALIAN CONTRACTS ANNEX A Form of Information Package FORM OF INFORMATION PACKAGE ANNEX B-1 Form of Purchase Notice ANNEX B-2 Form of Issuance Notice B FORM OF INVESTMENT NOTICE ANNEX C Form of Assumption Agreement FORM OF PAYDOWN NOTICE ANNEX D Form of Transfer Supplement FORM OF COMPLIANCE CERTIFICATE ANNEX E Form of Paydown Notice FORM OF LETTER OF CREDIT APPLICATION ANNEX F Form of Compliance Certificate FORM OF ASSUMPTION AGREEMENT ANNEX G Form FORM OF TRANSFER SUPPLEMENT ANNEX H-1 FORM OF WEEKLY REPORT ANNEX H-2 FORM OF DAILY REPORT This SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of Weekly Report ANNEX H Form April 3, 2017, by and among P&L RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as seller (the “Seller”), PEABODY ENERGY CORPORATION, a Delaware corporation (“Peabody”), as initial servicer (in such capacity, collectively, together with its successors and permitted assigns in such capacity, the “Servicer”), MILLENNIUM COAL PTY LTD, a proprietary company organized under the laws of Letter Australia, PEABODY COALSALES PACIFIC PTY LTD, a proprietary company organized under the laws of Australia, WILPINJONG COAL PTY LTD, a proprietary company organized under the laws of Australia, PEABODY (XXXXX) PTY LTD, a proprietary company organized under the laws of Australia, PEABODY COPPABELLA PTY LTD, a proprietary company organized under the laws of Australia, METROPOLITAN COLLIERIES PTY LTD, a proprietary company organized under the laws of Australia and WAMBO COAL PTY LTD, a proprietary company organized under the laws of Australia (in its own right and not in any other capacity, each an “Australian Sub-Servicer”), PEABODY ARCLAR MINING, LLC, an Indiana limited liability company, PEABODY MIDWEST MINING, LLC, an Indiana limited liability company, TWENTYMILE COAL, LLC, a Delaware limited liability company, PEABODY CABALLO MINING, LLC, a Delaware limited liability company, COALSALES II, LLC, a Delaware limited liability company, PEABODY WESTERN COAL COMPANY, a Delaware corporation, PEABODY POWDER RIVER MINING, LLC, a Delaware limited liability company, PEABODY HOLDING COMPANY, LLC, a Delaware limited liability company, PEABODY COALTRADE, LLC, a Delaware limited liability company, PEABODY COALSALES, LLC, a Delaware limited liability company, PEABODY GATEWAY NORTH MINING, LLC, a Delaware limited liability company, PEABODY WILD BOAR MINING, LLC, a Delaware limited liability company, PEABODY BEAR RUN MINING, LLC, a Delaware limited liability company (each a “U.S. Sub-Servicer” and, together with each Australian Sub-Servicer, collectively the “Sub-Servicers”), the various CONDUIT PURCHASERS from time to time party hereto, the various COMMITTED PURCHASERS from time to time party hereto, the various LC PARTICIPANTS from time to time party hereto, the various PURCHASER AGENTS from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and as issuer of Letters of Credit Application ANNEX I Closing Memorandum ANNEX J Form of Bi-Weekly Report(in such capacity, together with its successors and assigns in such capacity, the “LC Bank”).