Common use of Representations and Warranties of Peabody (including in its capacity as the Servicer) Clause in Contracts

Representations and Warranties of Peabody (including in its capacity as the Servicer). Peabody, individually and in its capacity as the Servicer, represents and warrants jointly and severally as follows: (a) Peabody is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. (b) The execution, delivery and performance by Peabody of the Agreement and the other Transaction Documents to which it is a party, including the Servicer’s use of the proceeds of Investments and Reinvestments: (i) are within its organizational powers; (ii) have been duly authorized by all necessary organizational action; (iii) do not contravene or result in a default under or conflict with: (A) its certificate of incorporation or any other organizational document of Peabody, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which Peabody is a party have been duly executed and delivered by Peabody. (c) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by Peabody of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which Peabody is a party constitutes the legal, valid and binding obligation of Peabody enforceable against Peabody in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consolidated balance sheets of Peabody and its Subsidiaries as of December 31, 2016,2018, and the related consolidated statements of operations, comprehensive income, change in stockholders’ equity, and cash flows for the fiscal year then ended, copies of which have been furnished to the Administrator, fairly present in all material respects the consolidated financial position of Peabody and its Subsidiaries as at such date and the consolidated results of operations of Peabody and its Subsidiaries for the period ended on such date, all in accordance with United States generally accepted accounting principles consistently applied. (f) Except as disclosed in the most recent audited financial statements of Peabody furnished to the Administrator, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect. (g) No proceeds of any Investment or Reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. No proceeds of any Investment or Reinvestment will be used for any purpose that violates any Applicable Law, including Regulations T, U or X of the Federal Reserve Board. (h) Each Information Package and Interim Report (if prepared by Peabody or one of its Affiliates, or to the extent that information contained therein is supplied by Peabody or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Administrator or any Purchaser Agent in connection with the Agreement is or will be complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrator or such Purchaser Agent, as applicable, at such time) as of the date so furnished. (i) The principal place of business, chief executive office and state of formation (as such terms are used in the UCC) of Peabody and the office where it keeps its records concerning the Receivables are located at the address referred to in Section 2(b) of Exhibit IV to the Agreement. (j) Peabody is not in violation of any order of any court, arbitrator or Governmental Authority, which is reasonably likely to have a Material Adverse Effect. (k) The Servicer has complied in all material respects with the Credit and Collection Policy of the Originators with regard to each Receivable originated by the Originators. (l) Peabody has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it. (m) Peabody is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (n) No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law. (o) The agreement among the project participants of the Navajo Project requires that upon the default of any participant, the non-defaulting participants are required to cure any such default. (p) There are no mortgages that are effective as financing statements covering as-extracted collateral that constitutes Purchased Assets and that name any Originator (or, if such Originator is not the “record owner” of the underlying property, any “record owner” with respect to such as-extracted collateral, as such term is used in the UCC) as grantor, debtor or words of similar effect filed or recorded in any jurisdiction. (q) The Confirmation Order is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended in a manner adverse to PNC and its Affiliates in any material respect (other than any amendment or modification approved in writing by the Administrator and the Majority Purchaser Agents (such consent not to be unreasonably withheld, delayed or conditioned)).

Representations and Warranties of Peabody (including in its capacity as the Servicer). Peabody, individually and in its capacity as the Servicer, represents and warrants jointly and severally as follows: (a) Peabody is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. (b) The execution, delivery and performance by Peabody of the Agreement and the other Transaction Documents to which it is a party, including the Servicer’s 's use of the proceeds of Investments and Reinvestments: (i) are within its organizational powers; (ii) have been duly authorized by all necessary organizational action; (iii) do not contravene or result in a default under or conflict with: (A) its certificate of incorporation or any other organizational document of Peabody, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which Peabody is a party have been duly executed and delivered by Peabody. (c) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by Peabody of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which Peabody is a party constitutes the legal, valid and binding obligation of Peabody enforceable against Peabody in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consolidated balance sheets of Peabody and its Subsidiaries as of at December 31, 2016,20182012, and the related consolidated statements of operations, comprehensive income, change in stockholders’ ' equity, and cash flows for the fiscal year then ended, copies of which have been furnished to the Administrator, fairly present in all material respects the consolidated financial position of Peabody and its Subsidiaries as at such date and the consolidated results of operations of Peabody and its Subsidiaries for the period ended on such date, all in accordance with United States generally accepted accounting principles consistently applied, and since December 31, 2012 there has been no event or circumstances which have had a Material Adverse Effect. (f) Except as disclosed in the most recent audited financial statements of Peabody furnished to the Administrator, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect. (g) No proceeds of any Investment or Reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. No proceeds of any Investment or Reinvestment will be used for any purpose that violates any Applicable Lawapplicable law, rule or regulation, including Regulations T, U or X of the Federal Reserve Board. (h) Each Information Package and Interim Report (if prepared by Peabody or one of its Affiliates, or to the extent that information contained therein is supplied by Peabody or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Administrator or any Purchaser Agent in connection with the Agreement is or will be complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrator or such Purchaser Agent, as applicable, at such time) as of the date so furnished. (i) The principal place of business, chief executive office and state of formation (as such terms are used in the UCC) of Peabody and the office where it keeps its records concerning the Receivables are located at the address referred to in Section 2(b) of Exhibit IV to the Agreement. (j) Peabody is not in violation of any order of any court, arbitrator or Governmental Authority, which is reasonably likely to have a Material Adverse Effect. (k) The Servicer has complied in all material respects with the Credit and Collection Policy of the Originators with regard to each Receivable originated by the Originators. (l) Peabody has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it. (m) Peabody is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (n) No Covered Entity Peabody is not a Sanctioned Person. No Covered EntityTo the Peabody's knowledge, either in no Obligor was a Sanctioned Person at the time of origination of any Pool Receivable owing by such Obligor. Peabody and its own right or through any third party, Affiliates: (i) has any have less than 15% of its their assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism LawCountries; and (ii) does business in or with, or derives any derive less than 15% of its their operating income from investments in in, or transactions with, any Sanctioned Country Persons or Sanctioned Person Countries. Neither Peabody nor any of its Subsidiaries engages in violation of any Anti-Terrorism Law; activities related to Sanctioned Countries except for such activities as are (A) specifically or generally licensed by OFAC, or (iiiB) engages otherwise in any dealings or transactions prohibited by any Anti-Terrorism Law. (o) compliance with OFAC's sanctions regulations. The agreement among the project participants of the Navajo Project requires that upon the default of any participant, the non-defaulting participants are required to cure any such default. (p) There are no mortgages that are effective as financing statements covering as-extracted collateral that constitutes Purchased Assets and that name any Originator (or, if such Originator is not the “record owner” of the underlying property, any “record owner” with respect to such as-extracted collateral, as such term is used in the UCC) as grantor, debtor or words of similar effect filed or recorded in any jurisdiction. (q) The Confirmation Order is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended in a manner adverse to PNC and its Affiliates in any material respect (other than any amendment or modification approved in writing by the Administrator and the Majority Purchaser Agents (such consent not to be unreasonably withheld, delayed or conditioned)).

Representations and Warranties of Peabody (including in its capacity as the Servicer). Peabody, individually and in its capacity as the Servicer, represents and warrants jointly and severally as follows: (a) Peabody is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.. 745381243 05109795751949792 05109795 (b) The execution, delivery and performance by Peabody of the Agreement and the other Transaction Documents to which it is a party, including the Servicer’s use of the proceeds of Investments and Reinvestments: (i) are within its organizational powers; (ii) have been duly authorized by all necessary organizational action; (iii) do not contravene or result in a default under or conflict with: (A) its certificate of incorporation or any other organizational document of Peabody, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which Peabody is a party have been duly executed and delivered by PeabodyXxxxxxx. (c) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by Peabody of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which Peabody is a party constitutes the legal, valid and binding obligation of Peabody enforceable against Peabody in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consolidated balance sheets of Peabody and its Subsidiaries as of December 31, 2016,20182018, and the related consolidated statements of operations, comprehensive income, change in stockholders’ equity, and cash flows for the fiscal year then ended, copies of which have been furnished to the Administrator, fairly present in all material respects the consolidated financial position of Peabody and its Subsidiaries as at such date and the consolidated results of operations of Peabody and its Subsidiaries for the period ended on such date, all in accordance with United States generally accepted accounting principles consistently applied. (f) Except as disclosed in the most recent audited financial statements of Peabody furnished to the Administrator, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect. (g) No proceeds of any Investment or Reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. No proceeds of any Investment or Reinvestment will be used for any purpose that violates any Applicable Law, including Regulations T, U or X of the Federal Reserve Board. (h) Each Information Package and Interim Report (if prepared by Peabody or one of its Affiliates, or to the extent that information contained therein is supplied by Peabody or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Administrator or any Purchaser Agent in connection with the Agreement is or will be complete and accurate in all 745381243 05109795751949792 05109795 material respects as of its date or (except as otherwise disclosed to the Administrator or such Purchaser Agent, as applicable, at such time) as of the date so furnished. (i) The principal place of business, chief executive office and state of formation (as such terms are used in the UCC) of Peabody and the office where it keeps its records concerning the Receivables are located at the address referred to in Section 2(b) of Exhibit IV to the Agreement. (j) Peabody is not in violation of any order of any court, arbitrator or Governmental Authority, which is reasonably likely to have a Material Adverse Effect. (k) The Servicer has complied in all material respects with the Credit and Collection Policy of the Originators with regard to each Receivable originated by the Originators. (l) Peabody has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it. (m) Peabody is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (n) No No: (a) Covered Entity Entity, nor any employees, officers, directors, affiliates, consultants, brokers, or agents acting on a Covered Entity’s behalf in connection with this Agreement: (i) is a Sanctioned Person. No Covered Entity; (ii) directly, either in its own right or indirectly through any third party, (i) has is engaged in any transactions or other dealings with or for the benefit of its assets in a Sanctioned Country or in the possession, custody or control of a any Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or withSanctioned Jurisdiction, or derives any of its income from investments in transactions or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any other dealings or transactions that otherwise are prohibited by any Anti-Terrorism LawLaws; (b) Pool Asset is Embargoed Property. (o) The agreement among the project participants of the Navajo Project requires that upon the default of any participant, the non-defaulting participants are required to cure any such default. (p) There are no mortgages that are effective as financing statements covering as-extracted collateral that constitutes Purchased Assets and that name any Originator (or, if such Originator is not the “record owner” of the underlying property, any “record owner” with respect to such as-extracted collateral, as such term is used in the UCC) as grantor, debtor or words of similar effect filed or recorded in any jurisdiction. (q) The Confirmation Order is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended in a manner adverse to PNC and its Affiliates in any material respect (other than any amendment or modification approved in writing by the Administrator and the Majority Purchaser Agents (such consent not to be unreasonably withheld, delayed or conditioned)).) 745381243 05109795751949792 05109795 (r) Each Covered Entity has (a) conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to ensure compliance with such Laws. 745381243 05109795751949792 05109795

Representations and Warranties of Peabody (including in its capacity as the Servicer). Peabody, individually and in its capacity as the Servicer, represents and warrants jointly and severally as follows: (a) Peabody is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. (b) The execution, delivery and performance by Peabody of the Agreement and the other Transaction Documents to which it is a party, including the Servicer’s use of the proceeds of Investments and Reinvestments: (i) are within its organizational powers; (ii) have been duly authorized by all necessary organizational action; (iii) do not contravene or result in a default under or conflict with: (A) its certificate of incorporation or any other organizational document of Peabody, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which Peabody is a party have been duly executed and delivered by Peabody. (c) No authorization, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by Peabody of the Agreement or any other Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which Peabody is a party constitutes the legal, valid and binding obligation of Peabody enforceable against Peabody in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consolidated balance sheets of Peabody and its consolidated Subsidiaries as of at December 31, 2016,20182008, and the related consolidated statements of operations, comprehensive income, change in stockholders’ equity, income and cash flows retained earnings for the fiscal year then ended, copies of which have been furnished to the Administrator, fairly present in all material respects the consolidated financial position condition of Peabody and its consolidated Subsidiaries as at such date and the consolidated results of the operations of Peabody and its consolidated Subsidiaries for the period ended on such date, all in accordance with United States generally accepted accounting principles consistently applied, and since December 31, 2008 there has been no event or circumstances which have had a Material Adverse Effect. (f) Except as disclosed in the most recent audited financial statements of Peabody furnished to the Administrator, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect. (g) No proceeds of any Investment or Reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. No proceeds of any Investment or Reinvestment will be used for any purpose that violates any Applicable Lawapplicable law, rule or regulation, including Regulations T, U or X of the Federal Reserve Board. (h) Each Information Package and Interim Report (if prepared by Peabody or one of its Affiliates, or to the extent that information contained therein is supplied by Peabody or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Administrator or any Purchaser Agent in connection with the Agreement is or will be complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrator or such Purchaser Agent, as applicable, at such time) as of the date so furnished. (i) The principal place of business, chief executive office and state of formation (as such terms are used in the UCC) of Peabody and the office where it keeps its records concerning the Receivables are located at the address referred to in Section 2(b) of Exhibit IV to the Agreement. (j) Peabody is not in violation of any order of any court, arbitrator or Governmental Authority, which is reasonably likely to have a Material Adverse Effect. (k) Neither Peabody nor any of its Affiliates has any direct or indirect ownership or other financial interest in any Conduit Purchaser. (l) The Servicer has complied in all material respects with the Credit and Collection Policy of the Originators with regard to each Receivable originated by the Originators. (lm) Peabody has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it. (mn) Peabody is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (no) No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law[Reserved]. (op) The agreement among the project participants of the Navajo Project requires that upon the default of any participant, the non-defaulting participants are required to cure any such default. (p) There are no mortgages that are effective as financing statements covering as-extracted collateral that constitutes Purchased Assets and that name any Originator (or, if such Originator is not the “record owner” of the underlying property, any “record owner” with respect to such as-extracted collateral, as such term is used in the UCC) as grantor, debtor or words of similar effect filed or recorded in any jurisdiction. (q) The Confirmation Order is in full force and effect and has not been vacated or reversed, is not subject to a stay, and has not been modified or amended in a manner adverse to PNC and its Affiliates in any material respect (other than any amendment or modification approved in writing by the Administrator and the Majority Purchaser Agents (such consent not to be unreasonably withheld, delayed or conditioned)).