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

Representations and Warranties Covenants Termination Events. 24 Section 2.1. Representations and Warranties; Covenants 24 Section 2.2. Termination Events 24 ARTICLE III. INDEMNIFICATION 24 Section 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] 30 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 Section 5.6. Notice of Termination Events 34 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 34 Section 5.8. Administrators and Affiliates 35 Section 5.9. Indemnification 35 Section 5.10. Successor Administrator 35 ARTICLE VI. MISCELLANEOUS 36 Section 6.1. Amendments, Etc 36 Section 6.2. Notices, Etc 37 TABLE OF CONTENTS (continued) Page 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 40 Section 6.9. WAIVER OF JURY TRIAL 40 Section 6.10. Sharing of Recoveries 41 Section 6.11. Right of Setoff 41 Section 6.12. Entire Agreement 41 Section 6.13. Headings 41 Section 6.14. Purchaser Groups’ Liabilities 41 Section 6.15. Pledge to a Federal Reserve Bank 42 Section 6.16. Confidentiality 42 Section 6.17. Mutual Negotiations 43 Section 6.18. Credit Agreement 43 Section 6.19. USA Patriot Act 43 Section 6.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 43 Section 6.21. Acknowledgement Regarding anyAny Supported QFCs 44 TABLE OF CONTENTS (continued) EXHIBIT I Definitions EXHIBIT II Conditions Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II [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 Form of Purchase Notice ANNEX C Form of Daily Report ANNEX D Form of Assumption Agreement ANNEX E Form of Transfer Supplement 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 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 the date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 24 17 Section 2.1. 2.1 Representations and Warranties; Covenants 24 17 Section 2.2. 2.2 Termination Events 24 17 ARTICLE III. III INDEMNIFICATION 24 17 Section 3.1. 3.1 Indemnities by the Seller 24 17 Section 3.2. 3.2 Indemnities by the Servicer 26 19 ARTICLE IV. IV ADMINISTRATION AND COLLECTIONS 26 19 Section 4.1. 4.1 Appointment of the Servicer 26 19 Section 4.2. 4.2 Duties of the Servicer 27 21 Section 4.3. 4.3 Lock-Box Account Arrangements 28 22 Section 4.4. 4.4 Enforcement Rights 29 23 Section 4.5. 4.5 Responsibilities of the Seller 30 23 Section 4.6. 4.6 Servicing Fee 30 Section 4.7. [Reserved] 30 Section 4.8. Erroneous Payment 31 24 ARTICLE V. V THE AGENTS 32 24 Section 5.1. 5.1 Appointment and Authorization 32 24 Section 5.2. 5.2 Delegation of Duties 33 25 Section 5.3. 5.3 Exculpatory Provisions 33 25 Section 5.4. 5.4 Reliance by Agents 33 25 TABLE OF CONTENTS (continued) Page Section 5.5. [Reserved] 34 Section 5.6. 5.5 Notice of Termination Events 34 26 Section 5.7. 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 34 27 Section 5.8. 5.7 Administrators and Affiliates 35 27 Section 5.9. 5.8 Indemnification 35 27 Section 5.10. 5.9 Successor Administrator 35 28 ARTICLE VI. VI MISCELLANEOUS 36 28 Section 6.1. 6.1 Amendments, Etc 36 28 Section 6.2. 6.2 Notices, Etc 37 TABLE OF CONTENTS (continued) Page 28 Section 6.3. 6.3 Successors and Assigns; Participations; Assignments 37 29 Section 6.4. 6.4 Costs, Expenses and Taxes 39 31 Section 6.5. 6.5 No Proceedings; Limitation on Payments 39 31 Section 6.6. 6.6 GOVERNING LAW AND JURISDICTION 40 32 Section 6.7. 6.7 Confidentiality 32 Section 6.8 Execution in Counterparts 40 33 Section 6.8. 6.9 Survival of Termination 40 33 Section 6.9. 6.10 WAIVER OF JURY TRIAL 40 33 Section 6.10. 6.11 Sharing of Recoveries 41 34 Section 6.11. 6.12 Right of Setoff 41 34 Section 6.12. 6.13 Entire Agreement 41 34 Section 6.13. 6.14 Headings 41 34 Section 6.14. 6.15 Purchaser Groups’ Liabilities 41 34 Section 6.15. Pledge to a Federal Reserve Bank 42 6.16 Certain Tax Matters 34 Section 6.16. Confidentiality 42 Section 6.17. Mutual Negotiations 43 Section 6.18. Credit Agreement 43 Section 6.19. 6.17 USA Patriot Act 43 35 Section 6.20. Acknowledgement 6.18 Amendment and Consent to Bail-In of Affected Financial Institutions 43 Restatement 35 Section 6.21. Acknowledgement Regarding anyAny Supported QFCs 44 TABLE OF CONTENTS (continued) 6.19 Ratification 35 EXHIBIT I Definitions EXHIBIT II Conditions Precedent of Purchases EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II [Reserved] Lock-Box Banks and Lock-Box Accounts 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 Actions and Proceedings ANNEX A Form of Information Package ANNEX B Form of Purchase Notice ANNEX C Form of Daily Report Assumption Agreement ANNEX D Form of Assumption Agreement Transfer Supplement ANNEX E Form of Transfer Supplement Paydown Notice ANNEX F Form of Weekly Report This FIFTH 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 June 22February 2, 2020, 2015 among WESCO RECEIVABLES CORP.PRESIDIO CAPITAL FUNDING LLC, a Delaware corporationlimited liability company, as seller (the “Seller”), WESCO DISTRIBUTIONPRESIDIO, INC., a Delaware Georgia corporation (together with its successors and permitted assigns, “WESCOPresidio”), 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-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 the date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 24 14 Section 2.1. Representations and Warranties; Covenants 24 14 Section 2.2. Termination Events 24 14 ARTICLE III. III INDEMNIFICATION 24 14 Section 3.1. Indemnities by the Seller 24 14 Section 3.2. Indemnities by the Servicer 26 16 Section 3.3. Indemnity for Taxes 17 ARTICLE IV. IV ADMINISTRATION AND COLLECTIONS 26 19 Section 4.1. Appointment of the Servicer 26 19 Section 4.2. Duties of the Servicer 27 20 Section 4.3. Lock-Box Account Arrangements 28 21 Section 4.4. Enforcement Rights 29 22 Section 4.5. Responsibilities of the Seller 30 Servicer 23 Section 4.6. Servicing Fee 30 23 ARTICLE V PERFORMANCE GUARANTY 24 Section 4.75.1. [Reserved] 30 Guaranty 24 Section 4.85.2. Erroneous Payment 31 Guaranty Absolute 24 Section 5.3. Waiver 25 Section 5.4. Subrogation 26 ARTICLE V. VI THE AGENTS 32 26 Section 5.16.1. Appointment and Authorization 32 26 Section 5.26.2. Delegation of Duties 33 27 Section 5.36.3. Exculpatory Provisions 33 27 Section 5.46.4. Reliance by Agents 33 28 Section 5.5. [Reserved] 34 Section 5.66.5. Notice of Termination Events 34 28 Section 5.76.6. Non-Reliance reliance on Administrator and Purchaser Agents 29 Section 6.7. Administrator, Purchasers, Purchaser Agents and Other Purchasers 34 Affiliates 29 Section 5.8. Administrators and Affiliates 35 Section 5.96.8. Indemnification 35 29 Section 5.106.9. Successor Administrator 35 30 ARTICLE VI. VII MISCELLANEOUS 36 30 Section 6.17.1. Amendments, Etc 36 Etc. 30 Section 6.27.2. Notices, Etc 37 TABLE OF CONTENTS (continued) Page Etc. 31 Section 6.37.3. Successors and Assigns; Participations; Assignments 37 Assignability 31 Section 6.47.4. Costs, ; Expenses and Taxes 39 34 Section 6.57.5. No ProceedingsConfidentiality 35 Section 7.6. Tax Forms; Limitation on Payments 39 FATCA 35 Section 6.67.7. Tax Treatment 38 Section 7.8. Delivery of Tax Forms 38 Section 7.9. GOVERNING LAW AND JURISDICTION 40 38 Section 6.77.10. Execution in Counterparts 40 38 Section 6.87.11. Survival of Termination 40 Termination; Third Party Beneficiaries 38 Section 6.97.12. WAIVER OF JURY TRIAL 40 39 Section 6.10. Sharing of Recoveries 41 Section 6.11. Right of Setoff 41 Section 6.127.13. Entire Agreement 41 39 Section 6.137.14. Headings 41 39 Section 6.147.15. Purchaser Groups’ Liabilities 41 Special Damages 39 Section 6.157.16. Pledge to a Federal Reserve Bank 42 Section 6.16. Confidentiality 42 Section 6.17. Mutual Negotiations 43 Section 6.18. Credit Agreement 43 Section 6.19. USA Patriot Act 43 39 Section 6.207.17. Acknowledgement No Proceedings 39 Section 7.18. Limitation of Payments 40 Section 7.19. Appointment and Consent to Bail-In Authorization of Affected Financial Institutions 43 Administrator 40 Section 6.217.20. Acknowledgement Regarding anyAny Supported QFCs 44 TABLE OF CONTENTS (continued) Limited Liability 40 Section 7.21. Liquidity Based Amortization Event Trigger 41 EXHIBIT I Definitions Definitions; Construction EXHIBIT II Conditions Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy Guidelines SCHEDULE II [Reserved] Lock-Box Banks, Collection Accounts and Concentration Account SCHEDULE III Trade Payment Processors SCHEDULE IV Names SCHEDULE IV V Addresses for 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 Form of Purchase Notice ANNEX C Form of Daily Report ANNEX D Form of Assumption Agreement ANNEX E Form of Transfer Supplement RECEIVABLES PURCHASE AGREEMENT This FIFTH AMENDED AND RESTATED 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”) is entered into ), dated as of June 22August 21, 20202018, is by and among WESCO TXU ENERGY RECEIVABLES CORP.COMPANY LLC, a Delaware corporationlimited liability company, as seller (the “Seller”), WESCO DISTRIBUTION, INC.TXU ENERGY RETAIL COMPANY LLC, a Delaware corporation Texas limited liability company (“WESCOTXU”), individually and as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), THE VARIOUS CONDUIT PURCHASERS, COMMITTED the PURCHASERS AND and PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION(in each case, as Administrator for each Purchaser Group 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”). Concurrently herewith, the Selleras performance guarantor (in such capacity, the Servicer together with its successors 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 timepermitted assigns in such capacity, the “Purchase and Sale AgreementPerformance Guarantor”), dated as of the date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 24 Section 2.1. Representations and Warranties; Covenants 24 Section 2.2. Termination Events 24 ARTICLE III. INDEMNIFICATION 24 Section 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] 30 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 5.6. Notice of Termination Events 34 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 34 35 Section 5.8. Administrators and Affiliates 35 Section 5.9. Indemnification 35 Section 5.10. Successor Administrator 35 36 ARTICLE VI. MISCELLANEOUS 36 Section 6.1. Amendments, Etc Etc. 36 Section 6.2. Notices, Etc Etc. 37 TABLE OF CONTENTS (continued) Page 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 40 41 Section 6.9. WAIVER OF JURY TRIAL 40 41 Section 6.10. Sharing of Recoveries 41 Section 6.11. Right of Setoff 41 Section 6.12. Entire Agreement 41 Section 6.13. Headings 41 42 Section 6.14. Purchaser Groups’ Liabilities 41 42 Section 6.15. Pledge to a Federal Reserve Bank 42 Section 6.16. Confidentiality 42 Section 6.17. Mutual Negotiations 43 Section 6.18. Credit Agreement 43 Section 6.19. USA Patriot Act 43 Section 6.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 43 44 Section 6.21. Acknowledgement Regarding anyAny Any Supported QFCs 44 TABLE OF CONTENTS (continued) EXHIBIT I Definitions EXHIBIT II Conditions Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II [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 Form of Purchase Notice ANNEX C Form of Daily Report ANNEX D Form of Assumption Agreement ANNEX E Form of Transfer Supplement 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 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 the date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 24 28 Section 2.1. 2.1 Representations and Warranties; Covenants 24 Covenants. 28 Section 2.22.2 Termination Events. Termination Events 24 28 ARTICLE III. INDEMNIFICATION 24 28 Section 3.1. 3.1 Indemnities by the Seller 24 Seller. 28 Section 3.2. 3.2 Indemnities by the Servicer 26 Servicer. 30 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 26 30 Section 4.1. 4.1 Appointment of the Servicer 26 Servicer. 30 Section 4.2. 4.2 Duties of the Servicer 27 Servicer. 31 Section 4.3. 4.3 Lock-Box Account Arrangements 28 Arrangements. 32 Section 4.44.4 Enforcement Rights. Enforcement Rights 29 33 Section 4.5. 4.5 Responsibilities of the Seller 30 Seller. 34 Section 4.64.6 Servicing Fee. Servicing Fee 30 35 Section 4.7. [Reserved] 30 Section 4.8. Erroneous Payment 31 4.7 Agents 35 ARTICLE V. THE AGENTS 32 MISCELLANEOUS 40 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 Section 5.6. Notice of Termination Events 34 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 34 Section 5.8. Administrators and Affiliates 35 Section 5.9. Indemnification 35 Section 5.10. Successor Administrator 35 ARTICLE VI. MISCELLANEOUS 36 Section 6.1. 5.1 Amendments, Etc 36 Etc. 40 Section 6.2. 5.2 Notices, Etc 37 TABLE OF CONTENTS (continued) Page Etc. 41 Section 6.3. 5.3 Successors and Assigns; Assignability; Participations; Assignments 37 . 42 Section 6.4. 5.4 Costs, Expenses and Taxes 39 Taxes. 45 Section 6.5. 5.5 No Proceedings; Limitation on Payments 39 Payments. 49 Section 6.65.6 Confidentiality. 49 Section 5.7 GOVERNING LAW AND JURISDICTION 40 50 Section 6.7. 5.8 Execution in Counterparts 40 50 Section 6.8. 5.9 Survival of Termination 40 Termination; Non-Waiver 50 Section 6.9. 5.10 WAIVER OF JURY TRIAL 40 51 Section 6.10. 5.11 Entire Agreement 51 Section 5.12 Headings 51 Section 5.13 Sharing of Recoveries 41 51 Section 6.11. Right of Setoff 41 Section 6.12. Entire Agreement 41 Section 6.13. Headings 41 Section 6.14. 5.14 Purchaser Groups’ Liabilities 41 52 Section 6.15. Pledge to a Federal Reserve Bank 42 5.15 Right of Setoff 52 Section 6.16. Confidentiality 42 Section 6.17. Mutual Negotiations 43 Section 6.18. Credit Agreement 43 Section 6.19. 5.16 USA Patriot Act 43 52 Section 6.205.17 Severability 52 Section 5.18 Mutual Negotiations 53 Section 5.19 Currency 53 Section 5.20 Currency Equivalence 53 Section 5.21 Post-Closing Covenant. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 43 Section 6.21. Acknowledgement Regarding anyAny Supported QFCs 44 TABLE OF CONTENTS (continued) 54 EXHIBIT I Definitions DEFINITIONS EXHIBIT II Conditions Precedent 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 [Reserved] LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS SCHEDULE III Trade Names TRADE NAMES SCHEDULE IV Notice Information OFFICE LOCATIONS SCHEDULE V Subject Anixter Filing GROUP COMMITMENTS SCHEDULE VI Commitments NOTICE ADDRESSES SCHEDULE VII Scheduled Commitment Termination Date SELLER ACCOUNT SCHEDULE VIII Subject UCC CLOSING MEMORANDUM SCHEDULE IX [Reserved] APPROVED CONTRACTS SCHEDULE X Excluded Receivables SCHEDULE XI Closing Memorandum STANDARD AUSTRALIAN CONTRACTS ANNEX A Form of Information Package FORM OF INFORMATION PACKAGE ANNEX B Form of Purchase Notice FORM OF INVESTMENT NOTICE ANNEX C Form of Daily Report FORM OF PAYDOWN NOTICE ANNEX D Form of Assumption Agreement FORM OF COMPLIANCE CERTIFICATE ANNEX E Form of Transfer Supplement FORM OF LETTER OF CREDIT APPLICATION ANNEX F FORM OF ASSUMPTION AGREEMENT ANNEX G FORM OF TRANSFER SUPPLEMENT ANNEX H-1 FORM OF WEEKLY REPORT ANNEX H-2 FORM OF DAILY REPORT This FIFTH SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 22April 3, 20202017, by and among WESCO P&L RECEIVABLES CORP.COMPANY, LLC, a Delaware corporationlimited liability company, as seller (the “Seller”), WESCO DISTRIBUTION, INC.PEABODY ENERGY CORPORATION, a Delaware corporation (“WESCOPeabody”), as initial servicer (in such capacity, collectively, together with its successors and permitted assigns in such capacity, the “Servicer”), THE VARIOUS MILLENNIUM COAL PTY LTD, a proprietary company organized under the laws of 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 PURCHASERSPURCHASERS from time to time party hereto, the various COMMITTED PURCHASERS AND 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 HERETOfrom time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as Administrator for each Purchaser Group administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”). Concurrently herewith) and as issuer of Letters of Credit (in such capacity, the Seller, the Servicer together with its successors 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 timeassigns in such capacity, the “Purchase and Sale AgreementLC Bank”), dated as of the date hereof. The parties hereto hereby consent to such amendment and restatement.

Representations and Warranties Covenants Termination Events. 24 Section 2.1. 2.1 Representations and Warranties; Covenants 24 28 Section 2.2. 2.2 Termination Events 24 28 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] 30 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 Section 5.6. Notice of Termination Events 34 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 34 Section 5.8. Administrators and Affiliates 35 Section 5.9. Indemnification 35 Section 5.10. Successor Administrator 35 ARTICLE VI. MISCELLANEOUS 36 Section 6.1. Amendments, Etc 36 Section 6.2. Notices, Etc 37 TABLE OF CONTENTS (continued) Page 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. 6.9 Survival of Termination 40 47 Section 6.9. 6.10 WAIVER OF JURY TRIAL 40 47 Section 6.10. 6.11 Sharing of Recoveries 41 48 Section 6.11. 6.12 Right of Setoff 41 48 Section 6.12. 6.13 Entire Agreement 41 48 Section 6.13. 6.14 Headings 41 48 Section 6.14. 6.15 Purchaser Groups’ Liabilities 41 48 Section 6.15. Pledge to a Federal Reserve Bank 42 6.16 Call Option 49 Section 6.16. Confidentiality 42 6.17 [Reserved] 49 Section 6.17. Mutual Negotiations 43 6.18 Joinder of Originators 49 Section 6.18. Credit Agreement 43 6.19 Structuring Agent 50 Section 6.19. 6.20 BSBYBenchmark Replacement Notification 53 Section 6.21 USA Patriot Act 43 53 Section 6.20. Acknowledgement 6.22 Mutual Negotiations 53 Section 6.23 Conforming Changes Relating to BSBYDaily 1M SOFR and Consent to Bail-In of Affected Financial Institutions 43 Section 6.21. Acknowledgement Regarding anyAny Supported QFCs 44 TABLE OF CONTENTS (continued) the Term SOFR Rate 53 EXHIBIT I Definitions EXHIBIT II Conditions Precedent 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 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 B-1 Form of Purchase Notice ANNEX C B-2 Form of Daily Report Issuance Notice ANNEX D C Form of Assumption Agreement ANNEX E D Form of Transfer Supplement This FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as ANNEX E Form of 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 Paydown Notice ANNEX F Form of the date hereof. The parties hereto hereby consent to such amendment and restatement.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