Common use of Investment Facility Clause in Contracts

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination 745381243 05109795751949792 05109795 Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction)part; provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. 745381243 05109795751949792 05109795 In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share Ratable Share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no 719921903 05109795 2 circumstances shall any Purchaser make any Investment (including, without limitation, any mandatory deemed Investment pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]In addition, in the event the Seller fails to reimburse the LC Bank and each applicable LC Participant for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.16, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Investment from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in Section 1.1(a) above (and otherwise herein), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such deemed Investment request and deliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.16 below, to the extent of the amounts permitted to be funded by the Conduit Purchasers or Committed Purchasers, as applicable, at such time, hereunder. Neither Peabody nor any of its Subsidiaries (including the Originators), other than the Seller, shall be liable for the Reimbursement Obligation. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s 719921903 05109795 3 Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any the LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each the LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) request that the Purchasers Conduit Purchasers, or, only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers, make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue the issuance of Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s 's Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s 's Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s 's Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment (including, without limitation, any mandatory deemed Investment pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s 's Purchaser Group would exceed (A) its Purchaser Group’s 's Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s 's Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share Ratable Share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment (including, without limitation, any mandatory deemed Investment pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]In addition, in the event the Seller fails to reimburse the LC Bank and each applicable LC Participant for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.16, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Investment from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in Section 1.1(a) above (and otherwise herein), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such deemed Investment request and deliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.16 below, to the extent of the amounts permitted to be funded by the Conduit Purchasers or Committed Purchasers, as applicable, at such time, hereunder. Neither Peabody nor any of its Subsidiaries (including the Originators), other than the Seller, shall be liable for the Reimbursement Obligation. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any the LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each the LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) request that the Purchasers Conduit Purchasers, or, only if a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers, make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue the issuance of Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment (including, without limitation, any mandatory deemed Investment pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]In addition, in the event the Seller fails to reimburse the LC Bank and each applicable LC Participant for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor, or otherwise, at such time), pursuant to Section 1.16, then the Seller shall, automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Investment from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, pursuant to the terms hereof, in an amount equal to the amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth in Section 1.1(a) above (and otherwise herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Investment request and deliver the proceeds thereof directly to the Administrator to be immediately distributed (ratably) to the LC Bank and the applicable LC Participants in satisfaction of the Seller’s Reimbursement Obligation pursuant to Section 1.16 below, to the extent of the amounts permitted to be funded by the Conduit Purchasers or Related Committed Purchasers, as applicable, at such time, hereunder. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any the LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each the LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Investment or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuance, the (i) Group Capital of such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, (ii) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]. (c) The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but part(but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0).

Investment Facility. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to ratably (based on their Percentages) in the Purchased Assets (each, an “Investment”) in accordance with Section 1.2. Each Purchaser severally hereby agrees, onOn the terms and subject to the conditions hereof,: (i) WFB severally commits to make Investments (through the Administrative Agent) from time to time from the date hereof to the Facility Termination Date in accordance with Section 1.2. Each investment Date, based on its Percentage of the Investment Price for each Investment requested by the Seller pursuant to Section 1.2(a) (each, an “Investment”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group ); and (ii) request Liberty Street may, and in the event that the LC Bank issue or cause to issue Letters of Credit. Subject to Section 1.6(b) concerning reinvestmentsLiberty Street declines to, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser Scotiabank severally hereby agreescommits to, on the terms and subject to the conditions hereof, to make Investments (through the Administrative Agent) from time to time from the Closing Date date hereof to the Facility Termination Date, based on the applicable Purchaser Liberty Street Funding Group’s Percentage of the Investment Price for each Investment requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Percentage of such Investment) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws), the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, provided that under no circumstances shall any Purchaser make any Investment or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Investment or issuanceInvestment, the (iix) Group Capital of such Purchaser’s Purchaser Group Capital (or, in the case of the Liberty Street Funding Group, the Liberty Street Funding Group’s aggregate Capital) outstanding Capital would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation AmountCommitment, (iiiiy) the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Purchase Limit, (iii) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iviiiz) the Purchased Assets Coverage Percentage would exceed 100%. The Seller may, subject to the requirements and conditions set forth herein, use the proceeds of any Investment or Reinvestment by the Purchasers hereunder, to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.16 below. (b) [Reserved]. (c) The Seller may, upon at least 30 daysten (10) Business Days’ written notice to the AdministratorAdministrative Agent (who will promptly notify the Purchasers), irrevocably reduce the unused portion of the Purchase Limit terminate in whole or reduce in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitmentpart, in each case, after giving effect to such reduction); provided, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among amongst the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise Percentages, the Purchaser Agents unused portion of any notice pursuant to this Section 1.1(c)the Purchase Limit; it being understood provided that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a each partial reduction of the Purchase Limit shall be in whole to zero a minimum amount of $1,000,000 (or a larger integral multiple of $0), the amount on deposit in 100,000) per Purchaserfor each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount WFB and the Purchase Limit Liberty Street Funding Group considered as so reduced by such partial reduction. In connection with any reduction of the Purchase Limit to zero ($0) pursuant to this Section 1.1(c), the Seller may elect, upon ten (10) Business Days’ prior written notice to the Administrator, each Purchaser Agent and each Purchaser, to repurchase the Purchased Assets on the effective date of the termination of the Purchase Limit designated pursuant to this Section 1.1(c) at a price equal to the outstanding Aggregate Capital plus the Aggregate LC Participation Amount plus all obligations and other amounts owing to the Administrator, each Purchaser Agent, each Purchaser and the other Affected Persons as of the effective date of such repurchase. Upon the prepayment in whole of the outstanding Aggregate Capital and Aggregate LC Participation Amount in accordance with this Section, (i) all right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in, to or under the Purchased Assets shall transfer to the Seller and its successors and assigns, (ii) the right, title and interest of the Administrator, the Purchaser Agents, the Purchasers and the other Affected Persons in the Purchased Assets shall thereupon cease, terminate and become void, (iii) the obligations of the Administrator, the Purchaser Agents and the Purchasers to pay the unpaid Deferred Purchase Price shall terminate and shall be deemed satisfied and discharged, in each case without any further action on the part of any Person, (iv) all obligations under the Transaction Documents shall terminate, except those obligations expressly stated to survive termination and (v) each Purchaser’s Commitment shall be reduced to zero ($0)whole.