Common use of Seller to Maintain Perfection and Priority Clause in Contracts

Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first‑priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Issuer’s security interest in the Pool Assets as a first‑priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation XXXXXXXXX XXXXXXXXXX SCHEDULE III TRADE NAMES Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names None SCHEDULE IV LOCATION OF RECORDS OF SELLER 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ANNEX A-1 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Settlement Date) ANNEX A-2 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Inter-Settlement Date) ANNEX B to Receivables Purchase Agreement FORM OF PURCHASE NOTICE FORM OF PURCHASE NOTICE ________, [20__] PNC Bank, National Association Three PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, LLC, as Servicer and PNC Bank, National Association, as issuer (the “Issuer”) and as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [ , 20__], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:

Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first‑priority first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the IssuerPurchaser’s security interest in the Pool Assets as a first‑priority first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY Schedule I-1 SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation XXXXXXXXX XXXXXXXXXX 827032 8606074246 SCHEDULE III TRADE NAMES Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names Energy Services Funding Corporation None SCHEDULE IV LOCATION OF RECORDS OF SELLER 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ANNEX A-1 0000 XXXXX X-0 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Settlement Date) ANNEX A-2 Annex X-0 XXXXX X-0 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Inter-Settlement Date) Annex A-2 ANNEX B to Receivables Purchase Agreement FORM OF PURCHASE NOTICE Annex B-1 FORM OF PURCHASE NOTICE ________, [20__2001] PNC Bank, National Association Three One PNC Plaza Plaza, 3rd Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, LLCInc., as Servicer and PNC BankServicer, National Association, as issuer Market Street Funding Corporation (the “Issuer”) and as administrator PNC Bank National Association (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [ , 20[___ ___, 200 ], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:

Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first‑priority first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the IssuerPurchaser’s security interest in the Pool Assets as a first‑priority first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY Schedule I-1 SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation XXXXXXXXX XXXXXXXXXX 827032 8606074246 SCHEDULE III TRADE NAMES Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names Energy Services Funding Corporation None SCHEDULE IV LOCATION OF RECORDS OF SELLER 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ANNEX A-1 0000 XXXXX X-0 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Settlement Date) ANNEX A-2 Annex X-0 XXXXX X-0 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Inter-Settlement Date) Annex A-2 ANNEX B to Receivables Purchase Agreement FORM OF PURCHASE NOTICE Annex B-1 FORM OF PURCHASE NOTICE ________, [20__2001] PNC Bank, National Association Three One PNC Plaza Plaza, 3rd Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, LLCInc., as Servicer and PNC BankServicer, National Association, as issuer Market Street Funding Corporation (the “Issuer”) and as administrator PNC Bank National Association (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [ [___ ___, 20200__], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:

Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first‑priority first-priority interest, the Issuer’s 's security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s 's authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Issuer’s Purchaser's security interest in the Pool Assets as a first‑priority first-priority interest. The Administrator’s 's approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY Schedule I-1 SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. ------------- ------ ------------ ----------- PNC Bank, National Association Energy Services Funding 827032 8606074246 Association Corporation XXXXXXXXX XXXXXXXXXX Schedule II-1 SCHEDULE III TRADE NAMES Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names -------------- ------------------------------ Energy Services Funding Corporation None SCHEDULE IV LOCATION OF RECORDS OF SELLER 460 North Gulph Road King of Prussia, Pennsylvania 19406-2815 100 Xxxxxx Xxxxxxxxx Xxxxx 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ANNEX A-1 to Receivables Purchase Agreement 0000 Bxxxxxxxx Xxxxxxxxx Xxxxx 305 Wyomissing, Pennsylvania 19610 XXXXX X-0 XX XXXXXXXXXXX XXXXXASE AGREEMENT FORM OF INFORMATION PACKAGE (Settlement DateSETTLEMENT DATE) ANNEX A-2 to Receivables Purchase Agreement Annex A-1 XXXXX X-0 XX XXXXXXXXXXX XXXXXASE AGREEMENT FORM OF INFORMATION PACKAGE (InterINTER-Settlement DateSETTLEMENT DATE) Annex A-2 ANNEX B to Receivables Purchase Agreement TO RECEIVABLES PURCHASE AGREEMENT FORM OF PURCHASE NOTICE Annex B-1 FORM OF PURCHASE NOTICE ________, [20__2001] PNC Bank, National Association Three One PNC Plaza 000 Xxxxx Xxxxxx XxxxxxxxxxPlaza, XX 000003rd Floor 249 Fifth Avenue Pittsburgh, PA 15222-0000 2707 Ladies and Gentlemen: Reference is hereby made to the Receivables Xxxxxxxxx xx xxxxxx xxxx xx xxx Xxxxxvables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “"Receivables Purchase Agreement”"), among Energy Services Funding Corporation (“"Seller”"), UGI Energy Services, LLCInc., as Servicer Servicer, Market Street Funding Corporation ("Issuer") and PNC Bank, Bank National Association, as issuer Association (the “Issuer”) and as administrator (the “"Administrator”"). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [ , 20__200 ], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_______________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows:

Seller to Maintain Perfection and Priority. In order to evidence the interests of the Issuer under this Agreement, the Seller shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the Administrator on behalf of the Issuer) to maintain and perfect, as a first‑priority first-priority interest, the Issuer’s security interest in the Pool Assets. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the IssuerPurchaserIssuer’s security interest in the Pool Assets as a first‑priority first-priority interest. The Administrator’s approval of such filings shall authorize the Seller to file such financing statements under the UCC without the signature of the Seller, the Originator or the Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Issuer. SCHEDULE I CREDIT AND COLLECTION POLICY SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Seller Lock Box No. Account No. PNC Bank, National Association Energy Services Funding Corporation XXXXXXXXX XXXXXXXXXX SCHEDULE III TRADE NAMES Corporate Name Energy Services Funding Corporation Trade Names / Fictitious Names Energy Services Funding Corporation None SCHEDULE IV LOCATION OF RECORDS OF SELLER 000 Xxxxx Xxxxx Xxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000-0000 0 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ANNEX A-1 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Settlement Date) ANNEX A-2 to Receivables Purchase Agreement FORM OF INFORMATION PACKAGE (Inter-Settlement Date) ANNEX B to Receivables Purchase Agreement FORM OF PURCHASE NOTICE FORM OF PURCHASE NOTICE ________, [20__2001]20 ] PNC Bank, National Association Three OneThree PNC Plaza Plaza, 3rd Floor 249 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement, dated as of November 30, 2001 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Energy Services Funding Corporation (“Seller”), UGI Energy Services, LLCXxx.XXX, as Servicer Servicer, Market Street Funding Corporation (“Issuer”) and PNC Bank, National Association, as issuer (the “Issuer”) and as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [ , 20__200 20 ], for a Purchase Price of $____________. Subsequent to this purchase, the aggregate outstanding Capital will be $___________. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [__________________]. Seller hereby represents and warrants as of the date hereof, and as of the date of purchase, as follows: