Exhibit 10.1


 


EXECUTION VERSION


 







 


Receivables
Sale Agreement


 


dated as of September 22,
2020


 


among


 


The
Originators From Time to Time Parties Hereto,

as Originators


 


and


 


NRG
Receivables LLC


 







 









    


     


    

 


TABLE OF CONTENTS


 




	 	Page
	 	 
	ARTICLE I
    Agreement to Purchase and Sell Receivables	4
	 	 	 	 
	 	Section 1.1	Agreement To Purchase and Sell Receivables	4
	 	 	 	 
	 	Section 1.2	Timing of Purchases	5
	 	 	 	 
	 	Section 1.3	Consideration for Purchases	5
	 	 	 	 
	 	Section 1.4	Purchase Termination Date	5
	 	 	 	 
	 	Section 1.5	Intention of the Parties	6
	 	 	 	 
	ARTICLE II
    CALCULATION OF PURCHASE PRICE	6
	 	 	 	 
	 	Section 2.1	Calculation of Purchase Price	6
	 	 	 	 
	ARTICLE III
    Payment of Purchase Price	7
	 	 	 	 
	 	Section 3.1	Initial Purchase Price Payment	7
	 	 	 	 
	 	Section 3.2	Subsequent Purchase Price Payments	7
	 	 	 	 
	 	Section 3.3	Settlement as to Specific Receivables and
    Deemed Collections	8
	 	 	 	 
	 	Section 3.4	Reconveyance of Receivables	8
	 	 	 	 
	 	Section 3.5	Letters of Credit	9
	 	 	 	 
	ARTICLE IV
    CONDITIONS TO EFFECTIVENESS AND PURCHASES	9
	 	 	 	 
	 	Section 4.1	Conditions Precedent to Effectiveness	9
	 	 	 	 
	 	Section 4.2	Certification as to Representations and Warranties	10
	 	 	 	 
	 	Section 4.3	Additional Originators	10
	 	 	 	 
	ARTICLE V
    Representations and Warranties of the Originators	11
	 	 	 	 
	ARTICLE VI
    COVENANTS OF THE ORIGINATORS	15
	 	 	 	 
	 	Section 6.1	Covenants	15
	 	 	 	 
	ARTICLE VII
    Additional Rights and Obligations in Respect of Receivables	21
	 	 	 	 
	 	Section 7.1	Rights of the Company	21
	 	 	 	 
	 	Section 7.2	Responsibilities of the Originators	21
	 	 	 	 
	 	Section 7.3	Further Action Evidencing Purchases	21
	 	 	 	 
	 	Section 7.4	Application of Collections	22
	 	 	 	 
	ARTICLE VIII
    Purchase Termination Events	22
	 	 	 	 
	 	Section 8.1	Purchase Termination Events	22
	 	 	 	 
	 	Section 8.2	Termination; Remedies	24



 






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TABLE OF CONTENTS


(continued)



 


	 	Page
	 	 
	ARTICLE IX
    Indemnification	24
	 	 	 	 
	 	Section 9.1	Indemnities by the Originators	24
	 	 	 	 
	ARTICLE X
    Miscellaneous	27
	 	 	 	 
	 	Section 10.1	Amendments, etc.	27
	 	 	 	 
	 	Section 10.2	Notices, etc	27
	 	 	 	 
	 	Section 10.3	No Waiver; Cumulative Remedies	27
	 	 	 	 
	 	Section 10.4	Binding Effect; Assignability	27
	 	 	 	 
	 	Section 10.5	Governing Law	28
	 	 	 	 
	 	Section 10.6	Costs, Expenses and Taxes	28
	 	 	 	 
	 	Section 10.7	SUBMISSION TO JURISDICTION	28
	 	 	 	 
	 	Section 10.8	WAIVER OF JURY TRIAL	28
	 	 	 	 
	 	Section 10.9	Captions and Cross References; Incorporation
    by Reference	29
	 	 	 	 
	 	Section 10.10	Execution in Counterparts	29
	 	 	 	 
	 	Section 10.11	Acknowledgment and Agreement	29
	 	 	 	 
	 	Section 10.12	No Proceeding	29
	 	 	 	 
	 	Section 10.13	Limited Recourse	30
	 	 	 	 
	 	Section 10.14	Treatment as Sales; Tax Treatment	30



 






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Schedules


	Schedule
    I	List of Originators
	Schedule II	State of Organization of Originators
	Schedule III	Location of Books and Records of Originators
	Schedule IV	Prior Names


 


Exhibits


Exhibit A Form of Subordinated
Note


Exhibit B Form of Joinder Agreement


 






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This Receivables
Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of September 22, 2020 is entered into among THE ORIGINATORS (as defined below) FROM TIME TO TIME PARTIES HERETO,
NRG RETAIL LLC, a Delaware limited liability company (the “Servicer”), and NRG RECEIVABLES LLC, a Delaware
limited liability company (the “Company”).


 


Background:


 


1.            The
Originators generate Receivables in the ordinary course of their business;


 


2.            The
Originators wish to sell Receivables to the Company, and the Company is willing to purchase Receivables from the Originators,
on the terms and subject to the conditions set forth herein;


 


3.            Each
Originator has determined that such sales to the Company are in the reasonable commercial and best interests of such Originator
and its creditors and that the transactions contemplated by this Agreement represent a practicable and reasonable course of action
to improve the financial position of such Originator; and


 


4.            The
Originators and the Company intend the transactions hereunder to be a true sale of Receivables by the Originators to the Company,
providing the Company with the full benefits of ownership of the Receivables, and the Originators and the Company do not intend
the transactions hereunder to be a loan from the Company to the Originators (other than, if applicable, for income Tax purposes).


 


NOW THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


DEFINITIONS


 


Unless otherwise indicated
herein, capitalized terms used and not otherwise defined in this Agreement are defined in Section 1.01 of the Receivables
Loan and Servicing Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Receivables Loan Agreement”), among the Company, as Borrower, NRG Retail, individually
and as Servicer (the “Servicer”), the Conduit Lenders described therein, the Committed Lenders described therein,
the LC Issuers described therein, the Facility Agents described therein, and Royal Bank of Canada, as Administrative Agent. In
addition, the following terms shall have the following meanings:


 


“Agreement”
has the meaning specified in the first paragraph hereof.


 


“Article 9”
has the meaning specified in Section 1.5 of this Agreement.


 


“Company”
has the meaning specified in the first paragraph of this Agreement.


 






    


     


    

 


“Deemed Collections”
means any Seller Collections deemed received from the applicable Originator equal to on any day (i) the portion of any Sold
Receivable which is reduced or cancelled as a result of the events described in Section 2.09 of the Receivables Loan
Agreement and (ii) the aggregate Outstanding Balance of all Receivables as to which any of the representations or warranties
in Sections 5.1(n), (o) or (s) of this Agreement is not true.


 


“Effective
Date” means (i) with respect to Reliant Energy Retail Services, LLC, Reliant Energy Northeast LLC, Green Mountain
Energy Company, US Retailers LLC, Stream SPE, Ltd., and XOOM Energy Texas, LLC, September 22, 2020 and (ii) with
respect to any other Originator, the day on which such Originator is added as an “Originator” hereunder pursuant to
Section 4.3. “Joinder Agreement” has the meaning specified in clause (a) of
Section 4.3 of this Agreement.


 


“Joinder
Agreement” has the meaning specified in clause (a) of Section 4.3 of this Agreement.


 


“Originator”
and “Originators” means each Person listed in Schedule I to this Agreement, as such Schedule may be
revised from time to time in accordance with Section 4.3 of this Agreement.


 


“Payment
Date” means, with respect to any Originator, (a) the Effective Date and (b) each Business Day thereafter.


 


“POR Receivable”
means a payment obligation of a Utility to an Originator arising from the sale of a Purchased-by-Utility Receivable by such
Originator to such Utility.


 


“Potential
Purchase Termination Event” means an event that, with the giving of notice or lapse of time, or both, would constitute
a Purchase Termination Event.


 


“Purchase
Termination Date” has the meaning specified in Section 1.4 of this Agreement.


 


“Purchase
Termination Event” has the meaning specified in Section 8.1 of this Agreement.


 


“Purchase
Facility” has the meaning specified in Section 1.1 of this Agreement.


 


“Purchase
Price” has the meaning specified in Section 2.1 of this Agreement.


 


“Purchased-by-Utility
Program” means a “purchase of receivables” or similar program pursuant to which a Utility agrees to purchase
Retail Receivables from an Originator.


 


“Purchased-by-Utility
Receivable” means any Retail Receivable sold or contracted to be sold, by an Originator to a Utility pursuant to a Purchased-by-Utility
Program.


 


“Receivable”
means any (i) Retail Receivable other than any Purchased-by-Utility Receivable or (ii) POR Receivable.


 


“Receivables
Loan Agreement” has the meaning specified in the first paragraph of this Definitions section.


 


“Reconveyed
Receivable” has the meaning specified in Section 3.4.


 






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“Related
Rights” has the meaning specified in the last paragraph of Section 1.1 of this Agreement.


 




“Related
Security” means, with respect to any Sold Receivable:


 


(a)            all
instruments and chattel paper that may evidence such Sold Receivable;


 


(b)            all
security interests or liens and property subject thereto from time to time purporting to secure payment of such Sold Receivable,
whether pursuant to the related Contract or otherwise;


 


(c)            all
UCC financing statements or other filings covering any collateral securing payment of such Sold Receivable (it being understood
that such UCC financing statements will not be assigned of record to the Administrative Agent unless requested by the Administrative
Agent after an Event of Termination);


 


(d)            (i) with
respect to a Retail Receivable, all of the applicable Originator’s rights, interests and claims to receive payment under
the Contract(s) with respect to such Retail Receivable or (ii) with respect to a POR Receivable, all of the applicable
Originator’s rights, interests and claims to receive payment from the applicable Utility under the Contract(s) with
respect to such POR Receivable and, in each case, all guaranties, indemnities, insurance and other agreements (including under
the related Contract), supporting obligations (as defined in the UCC), letters of credit or arrangements of whatever character
from time to time, supporting or securing payment of such Sold Receivable or otherwise relating to such Sold Receivable, whether
pursuant to the Contract related to such Sold Receivable or otherwise;


 


(e)            all
books and records (excluding the Contracts) relating to such Sold Receivable or any of the foregoing (it being understood that
such books and records will be maintained by the Servicer); and


 


(f)            all
proceeds of the foregoing;


 


provided that,
notwithstanding the foregoing, any of the foregoing for which an assignment from the applicable Originator to the Company or the
granting of a security interest from Company to Administrative Agent would violate any law, regulation or agreement binding upon
such Originator or the Company (but, in the case of any agreement, only to the extent no law or regulation exists which would
render such anti-assignment provision unenforceable), shall not be deemed to be Related Security; and provided, further, that
the applicable Originator and the Company shall not be required to notify the related Obligor or to record the assignment to the
Administrative Agent of any Related Security unless requested by the Administrative Agent after an Event of Termination.


 


“Required
Capital Amount” has the meaning specified in Section 3.2(b) of this Agreement.


 


“RSA Indemnified
Party” has the meaning specified in Section 9.1 of this Agreement.


 


“RSA Relevant
Amounts” has the meaning specified in Section 9.1 of this Agreement.


 






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“Seller Collections”
means, with respect to any Sold Receivable: (a) all funds that are received (whether in the form of cash, wire transfer,
check or otherwise) by an Originator, the Company or the Servicer in payment of any amounts owed in respect of such Sold Receivable
(including purchase price, finance charges, interest, Taxes, transmission charges (if any) and all other charges), or applied
to amounts owed in respect of such Sold Receivable (including insurance payments and net proceeds of the sale or other disposition
of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable
for the payment of such Sold Receivable and available to be applied thereon), and (b) all Deemed Collections.


 




“Servicer”
has the meaning specified in the first paragraph of this Definitions section.


 


“Sold Receivable”
means, with respect to any Originator, a Receivable sold, or purported to be sold, hereunder to the Company by such Originator
which has not subsequently been reconveyed to the relevant Originator pursuant to the terms hereof.


 


“Subordinated
Note” has the meaning specified in Section 3.1 of this Agreement.


 


“Utility”
means an electric and/or gas utility (or affiliated captive finance company).


 


ARTICLE I

Agreement to Purchase and Sell Receivables


 


Section 1.1             Agreement
To Purchase and Sell Receivables. On the terms and subject to the conditions set forth in this Agreement, each Originator
hereby sells to the Company, and the Company hereby purchases from such Originator, from time to time on or after the Effective
Date, but before the Purchase Termination Date, all of such Originator’s right, title and interest in and to:


 


(a)            each
Receivable outstanding as of the Effective Date or generated by such Originator after the Effective Date and prior to the Purchase
Termination Date, whether now existing or hereafter created by such Originator, other than any Reconveyed Receivable;


 


(b)            all
rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables;


 


(c)            all
Seller Collections and other monies due or to become due to such Originator with respect to any of the foregoing; and


 


(d)            all
proceeds (as defined in the UCC) of any of the foregoing received by (or for the account of) such Originator in respect of any
of the foregoing (including, without limitation, net proceeds of sale or other disposition of repossessed goods or other collateral
or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for
payment of such Receivables).


 


All purchases and
assignments hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations,
warranties and covenants of such Originator set forth in this Agreement and each other Facility Document to which such Originator
is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and
any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds
and rights described in clauses (b) through (d) (collectively, the “Related Rights”)
is herein called the “Purchase Facility.”


 






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Section 1.2     Timing
of Purchases.


 


(a)            Effective
Date Purchases. Each Originator’s entire right, title and interest in (i) each Receivable that existed and was owing
to such Originator on the Effective Date for such Originator and (ii) all Related Rights with respect thereto automatically
shall be deemed to have been sold by such Originator to the Company on the Effective Date.


 


(b)            Subsequent
Purchases. After the Effective Date for any Originator, on each Business Day until the Purchase Termination Date, each Receivable,
other than any Reconveyed Receivable, and the Related Rights with respect thereto generated by such Originator shall be deemed
to have been sold by such Originator to the Company immediately (and without further action) upon the creation of such Receivable,
subject to the payment of the purchase price in accordance with Section 3.2. Notwithstanding the foregoing, the sales
hereunder shall be suspended if the Releases have ceased to occur after the delivery of a Release Suspension Notice under the
Receivables Loan Agreement and shall only resume when the Releases resume under the Receivables Loan Agreement.


 


Section 1.3     Consideration
for Purchases. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to pay the
applicable Purchase Price to the applicable Originator in accordance with Article III.


 


Section 1.4     Purchase
Termination Date. The “Purchase Termination Date” for any Originator shall be the earlier of (i) date
the Purchase Facility is terminated with respect to such Originator pursuant to Section 8.2 or (ii) the Termination
Date (as such term is defined in the Receivables Loan Agreement).


 






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Section 1.5           Intention
of the Parties. It is the express intent of each Originator and the Company that each conveyance by such Originator
to the Company pursuant to this Agreement of any Receivables and Related Rights, including, without limitation, all Sold Receivables,
if any, be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such
Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt
or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed
to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation,
lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright
sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”),
notwithstanding that such a sale is not intended for security. The parties also acknowledge that, as a drafting convention under
Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including
 “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables,
and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other
terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement
and such use does not affect the nature of the outright sale hereunder of the Receivables by the Originators to the Company. Thus,
under the Article 9 drafting convention, the outright sale of the Sold Receivables may be described as a transaction by which
the Originators have granted to the Company a security interest in, among other things, the Sold Receivables (see UCC 1-201(b)(35)
and therefore it is the intent of the parties that this Agreement shall be deemed to be a “security agreement” within
the meaning of the UCC). However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and
Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related
Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other
Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through
any Originator, then, it is the intent of such Originator and the Company that such Originator shall be deemed to have granted
to the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in, to
and under, all of such Originator’s right, title and interest in and to each Receivable existing as of the Effective Date
and generated by such Originator thereafter and prior to the Purchase Termination Date and all Related Rights with respect thereto,
whether now existing or hereafter arising, to secure the prompt and complete payment of a loan deemed to have been made by the
Company to such Originator in an amount equal to the Purchase Price of the Receivables originated by such Originator, together
with all other obligations of such Originator hereunder.


 




ARTICLE II

CALCULATION OF PURCHASE PRICE


 


Section 2.1           Calculation
of Purchase Price. The “Purchase Price” to be paid to each Originator for the Receivables that are
purchased hereunder from such Originator shall be (i) determined in accordance with the following formula and (ii) subject
to the reductions as provided in Sections 3.3(i):


 


	 	PP	=	OB
x [1 - FMVD]
	 	 	 	 
	 	where:	 	 
	 	 	 	 
		PP	=	Purchase Price for each Receivable as calculated on the relevant Payment Date.
	 	 	 	 
		OB	=	The Outstanding Balance of such Receivable on the relevant Payment Date.
	 	 	 	 
		FMVD	=	1.0% or such other percentage as agreed to between such Originator and the Company to reflect a fair market price for the Receivables.



 






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ARTICLE III

Payment of Purchase Price


 


Section 3.1            Initial
Purchase Price Payment. On the terms and subject to the conditions set forth in this Agreement, the Company agrees
to pay to such Originator the Purchase Price for the purchase to be made from such Originator on the Effective Date for such Originator
partially in cash (in an amount to be agreed between the Company and such Originator) and partially by issuing a promissory note
in the form of Exhibit A to the Servicer for the benefit of the Originators (each such promissory note issued to an
Originator, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with all promissory
notes issued from time to time in substitution therefor or renewal thereof in accordance with the Facility Documents, being herein
called the “Subordinated Note”) with an initial principal balance equal to the aggregate remaining Purchase
Price payable by the Company to the Originators with respect to such purchase being made on the Effective Date.


 




Section 3.2            Subsequent
Purchase Price Payments. On each Payment Date subsequent to the Effective Date for each Originator, on the terms and
subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables
sold by such Originator hereunder on such Payment Date:


 


(a)            FIRST,
in cash to the extent the Company has cash available therefor (and such payment is not prohibited under the Receivables Loan Agreement)
and/or, if requested by such Originator, in in the form of a Letter of Credit issued by an LC Issuer in accordance with Section 3.5
and on the terms and subject to the conditions of this Article III and the Receivables Loan Agreement; and


 


(b)            SECOND,
to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the Subordinated Note shall
be automatically increased by an amount equal to such remaining Purchase Price, so long as the aggregate principal amount of the
Subordinated Note does not cause the Company’s tangible net worth to be less than the greater of (i) $16,500,000 and
(ii) the amount that is 2.0% of the Facility Limit as of such date (such amount, the “Required Capital Amount”).


 


The total consideration
paid by the Company to each Originator for each sale of Receivables by such Originator hereunder shall be an arm’s length
price and shall be of reasonably equivalent value for the Receivables so sold by such Originator.


 


The Servicer shall
make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the foregoing payments and
reductions made pursuant to Sections 3.3 and 3.4, and (y) the portion of the aggregate principal amount
outstanding under the Subordinated Note payable for the benefit of each Originator. The Servicer’s books and records shall
constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note
at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable
for the benefit of each Originator at any time. Each Originator hereby irrevocably authorizes the Servicer to mark the Subordinated
Note “CANCELED” and to return such Subordinated Note to the Company upon the final payment thereof after the occurrence
of the Final Collection Date.


 


Except as otherwise
provided in Sections 3.3 and 3.5, any payments made by the Company in reduction of the outstanding principal balance
of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the
benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable,
payable for their benefit under the Subordinated Note.


 






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Each Originator acknowledges
that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated
Note, including, without limitation, the subordination provisions set forth in paragraph 9 thereof.


 


In the event that
an Originator requests that any purchases be paid for by issuance of a Letter of Credit, such Originator shall on a timely basis
provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from an LC Issuer. Neither
such Originator nor any Affiliate thereof (other than the Company) shall have any reimbursement or recourse obligations in respect
of any Letter of Credit.


 


Section 3.3           Settlement
as to Specific Receivables and Deemed Collections. Each Originator hereby agrees to pay to Company the amount of any
Deemed Collections in accordance with the provisions of this Section 3.3. If on any day there are unpaid Deemed Collections
with respect to Sold Receivables, then such Deemed Collections shall be paid as follows:


 


(i)            as
long as no Advance Suspension Event, Potential Event of Termination or Event of Termination exists under the Receivables Loan
Agreement, no Potential Purchase Termination Event exists and the Purchase Termination Date has not occurred, the amount of such
Deemed Collections shall be paid, first, by means of a reduction of the Purchase Price payable by the Company to the applicable
Originator on such day; and second, any remaining amount of Deemed Collections shall be paid by the applicable Originator to the
Company, on the first Interest and Fee Payment Date after the event giving rise the applicable Deemed Collection, by deposit in
immediately available funds of such remaining amount into a Deposit Account or the Collection Account; or


 


(ii)            if
an Advance Suspension Event, a Potential Event of Termination Event or an Event of Termination exists under the Receivables Loan
Agreement, a Potential Purchase Termination Event exists or the Purchase Termination Date has occurred, all Deemed Collections
shall be paid by the applicable Originator to the Company on the first Interest and Fee Payment Date after the event giving rise
to the applicable Deemed Collection by deposit in immediately available funds of the amount of such Deemed Collections into a
Deposit Account or the Collection Account.


 


Section 3.4            Reconveyance
of Receivables. In the event that an Originator has paid to the Company the full Outstanding Balance of any Sold Receivable
pursuant to Section 3.3 or otherwise, such Originator may elect to have the Company reconvey such Sold Receivable
to such Originator. Any such reconveyance shall be without recourse and without representation or warranty except that such Sold
Receivable is free and clear of all liens, security interests, charges, and encumbrances created by the Company. Once so reconveyed
by the Company to such Originator, such Originator shall not thereafter sell such Receivable (a “Reconveyed Receivable”)
to the Company.


 






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Section 3.5             Letters
of Credit. (a) Upon the request of an Originator, and on the terms and conditions
for issuing Letters of Credit under the Receivables Loan Agreement (including any limitations therein on the amount of any such
issuance), the Company agrees to cause an LC Issuer to issue, on the Purchase Dates specified by such Originator, Letters of Credit
in favor of the beneficiaries specified by such Originator. The aggregate Stated Amount of the Letters of Credit being issued
on any Purchase Date on behalf of such Originator shall constitute a credit against the aggregate Purchase Price payable by the
Company to such Originator on such Purchase Date pursuant to Section 3.2. To the extent that the aggregate Stated
Amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Company to
such Originator on such Payment Date, such excess shall be deemed to be a reduction in the Purchase Price payable on the Purchase
Dates immediately following the date any such Letter of Credit is issued. In the event that any such Letter of Credit issued pursuant
to this Section 3.5 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated
amount undrawn, (ii) has its Stated Amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the
Company’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in
respect of a drawing thereunder (any of the forgoing, a “Reduction Event”), then an amount equal to such undrawn
amount or such reduction, as the case may be, shall be paid in cash to such Originator on the Payment Date following such Reduction
Event or, if the Company does not then have cash available therefor, shall be deemed to be added to the outstanding principal
balance of the Subordinated Note issued to such Originator to the extent that such addition would not cause the Company’s
Net Worth to be less than the Required Capital Amount. Under no circumstances shall any Originator (or any Affiliate thereof (other
than the Company)) have any reimbursement or recourse obligations in respect of any Letter of Credit.


 




(b)            In
the event that an Originator requests that any Purchase be paid for by the issuance of one or more Letters of Credit as described
herein, such Originator shall, on a timely basis: (i) provide the Company with such information as is necessary for the Company
to obtain such Letter of Credit from the applicable LC Issuer, (ii) execute such documentation, including, without limitation,
the applicable Letter of Credit Application, as the applicable LC Issuer of such Letter of Credit may request or require and (iii) notify
the Company and the Administrative Agent of the allocations of the Purchase Price to be paid for by the issuance of such one or
more Letters of Credit, it being understood that, upon such notification, such allocations shall be binding on the Company and
such Originator, absent manifest error.


 


(c)            Each
Originator agrees to be bound by the terms of each Letter of Credit Application referenced in the Receivables Loan Agreement and
by the applicable LC Issuer’s interpretations of any Letter of Credit issued for the Company and by the applicable LC Issuer’s
written regulations and customary practices relating to letters of credit, in each case subject to the terms and conditions set
forth in the Receivables Loan Agreement.


 


ARTICLE IV

CONDITIONS TO EFFECTIVENESS AND PURCHASES


 


Section 4.1            Conditions
Precedent to Effectiveness. This Agreement shall become effective at such time as it is executed and delivered by the
Originators and the Company.


 






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Section 4.2             Certification
as to Representations and Warranties. Each Originator, by accepting the Purchase Price related to each purchase of
Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties contained
in Article V are true and correct in all material respects or, if such representation or warranty is by its terms
subject to a materiality qualification or a Material Adverse Effect qualification, such representation or warranty is true and
correct in all respects, on and as of such day, with the same effect as though made on and as of such day (except for representations
and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct in
all material respects or, if such representation or warranty is by its terms subject to a materiality qualification or a Material
Adverse Effect qualification, such representation or warranty shall be true and correct in all respects, as of such earlier date).


 




Section 4.3             Additional
Originators


 


. Additional Persons may be added as Originators
hereunder, with the prior written consent of the Company, the Administrative Agent and each Facility Agent (each acting in its
sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied
on or before the date of such addition:


 


(a)            such
proposed additional Originator shall have executed and delivered to the Company, the Administrative Agent and each Facility Agent
an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”);


 


(b)            the
Purchase Termination Date shall not have occurred; and


 


(c)            such
proposed additional Originator shall have delivered to the Company, each Facility Agent and the Administrative Agent (as the Company’s
assignee) on or before the Effective Date for such Originator, the following, each (unless otherwise indicated) dated the Effective
Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Facility Agent and the Administrative
Agent (as the Company’s assignee):


 


(i)            A
certified copy, dated as of the applicable Effective Date, of the resolutions of the appropriate governing body of such Originator
authorizing the execution, delivery and performance by it of the Facility Documents to which it is a party;


 


(ii)            A
good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official)
of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the
applicable Effective Date;


 


(iii)            A
certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Effective
Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Facility Documents,
(ii) the truth and correctness in all material respects of the representations and warranties in the Facility Documents,
and (iii) the absence of any Potential Purchase Termination Events or Purchase Termination Events;


 






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(iv)            A
certified copy, dated as of the applicable Effective Date, of the certificate of incorporation or formation, by-laws, limited
liability company agreement or other applicable organizational document of such Originator;


 




(v)            Proper
financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests
of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrative Agent (for
the benefit of the Lender Groups);


 


(vi)            Completed
lien search reports, dated a date prior to, but reasonably near the applicable Effective Date, listing all financing statements
filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator
as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those
with respect to which the Administrative Agent and the Facility Agents are in receipt of satisfactory evidence of the release
thereof);


 


(vii)            Favorable
opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Facility Agent
and the Administrative Agent (as the Company’s assignee) and generally consistent with those delivered on the date hereof;
and


 


(viii)            Evidence
(i) of the execution and delivery by each of the parties thereto of each of the other Facility Documents to be executed and
delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness
of such other Facility Documents has been satisfied to the Company’s, each Facility Agent’s and the Administrative
Agent’s reasonable satisfaction.


 


At the time any Person
is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall
be deemed to be automatically amended to reflect the addition of such Originator.


 


ARTICLE V

Representations and Warranties of the Originators


 


Section 5.1            Each
Originator hereby makes the representations and warranties set forth in this Article V as of the Effective Date for
such Originator and on each day on which such Originator sells Receivables hereunder.


 


(a)            Due
Formation and Good Standing. Such Originator is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, has all organizational power and authority to carry on its business as now conducted and is qualified
to do business in, and is in good standing in, every jurisdiction where the nature of its business requires it to be so qualified
except where the failure so to qualify could not reasonably be expected to have a Material Adverse Effect.


 






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(b)            Due
Authorization and No Conflict. The execution, delivery and performance by such Originator of this Agreement are within such
Originator’s organizational powers, have been duly authorized by all necessary organizational action on the part of such
Originator and do not contravene or constitute a default (i) under any provision of applicable law, tariff or regulation,
(ii) of such Originator’s organizational documents or (iii) of any agreement, judgment, injunction, decree or
other instrument binding upon such Originator, except in case of clause (i) or (iii), any contravention or default that could
not be reasonably expected to have a Material Adverse Effect or result in the creation or imposition of any Adverse Claim on any
asset of such Originator upon or with respect to any of its properties. This Agreement and the other Facility Documents to which
such Originator is a party have been duly executed and delivered on behalf of such Originator.


 




(c)            Governmental
Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by such Originator of this Agreement or any other agreement, document
or instrument to be delivered by it hereunder that has not already been given or obtained, other than the filing of UCC financing
statements and continuation statements.


 


(d)            Enforceability
of Facility Documents. This Agreement and each other Facility Document to be delivered by such Originator in connection herewith
constitutes the legal, valid and binding obligation of such Originator enforceable against such Originator in accordance with
its terms, subject to the Enforceability Exceptions.


 


(e)            No
Litigation. Except as publicly disclosed by the Performance Guarantor in its securities filings, there is no action, suit
or proceeding pending against, or to such Originator’s knowledge threatened against, such Originator or the property of
such Originator, in any court, or before any arbitrator or before or by any Governmental Authority in which there is a reasonable
possibility of an adverse determination that, if adversely determined, could reasonably be expected to have a Material Adverse
Effect or that seeks to prevent the consummation of the transactions contemplated by this Agreement and the other Facility Documents.
Except as publicly disclosed by the Performance Guarantor in its securities filings, such Originator is not in default with respect
to any order of any court, arbitrator or other Governmental Authority, which default could reasonably be expected to have a Material
Adverse Effect or prevent the consummation of the transactions contemplated by this Agreement and the other Facility Documents.


 


(f)            Compliance
with Laws.


 


(i)            Except
as publicly disclosed by the Performance Guarantor in its securities filings, such Originator is in compliance with all laws,
rules and regulations applicable to it except where such non-compliance could not reasonably be expected to have a Material
Adverse Effect (including, without limitation, laws, rules and regulations relating to public utilities, energy delivery
and sales, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy) other than as set forth in clauses (ii), (iii) and (iv) below with respect to Sanctions, Anti-Corruption
Laws and Anti-Terrorism Laws;


 






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(ii)            To
the extent applicable, such Originator is in compliance with Anti-Terrorism Laws in all material respects;


 




(iii)            Such
Originator has implemented and maintains in effect policies and procedures designed to ensure compliance by such Originator, its
Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions;


 


(iv)            Such
Originator and its Subsidiaries and, to the knowledge of such Originator, its officers, directors and employees, are not Sanctioned
Persons; and


 


(v)            No
part of the proceeds of any purchase under the Purchase Facility will be used, directly, or to the knowledge of such Originator,
indirectly (i) in violation of the Anti-Corruption Laws or (ii) in violation of Section 6.3(j).


 


(g)            Accuracy
of Information. All information heretofore furnished by such Originator or any of its Affiliates to the Company, the Administrative
Agent, any Facility Agent, any Lender or any LC Issuer for purposes of or in connection with this Agreement, the Receivables Loan
Agreement, any Monthly Report, any of the other Facility Documents or any transaction contemplated hereby or thereby is, and all
such information hereafter furnished by such Originator or any of its Affiliates to the Company, the Administrative Agent, any
Facility Agent, any Lender or any LC Issuer will be, true and complete in every material respect on the date such information
is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact necessary
to make the statements contained therein not misleading.


 


(h)            Location.
Such Originator’s “location” (as defined in the UCC) is such jurisdiction set forth on Schedule II or
such other jurisdiction as notified to the Company and the Administrative Agent (as the Company’s assignee) in accordance
with this Agreement. The office where such Originator keeps its books and records concerning the Sold Receivables is at the address
set forth on Schedule III or such other location as such Originator may notify the Company and the Administrative Agent
(as the Company’s assignee).


 


(i)            No
Purchase Termination Event or Potential Purchase Termination Event. No event has occurred and is continuing, or would result
from a sale of Receivables or from the application of the proceeds therefrom, that constitutes a Purchase Termination Event or
a Potential Purchase Termination Event.


 


(j)            Records.
Such Originator will account for each sale of ownership interests in the Sold Receivables hereunder in its books and financial
statements as sales.


 


(k)            Compliance
with Credit and Collection Policy. Such Originator has complied in all material respects with the Credit and Collection Policy
with regard to the Sold Receivables and the related Contracts and has not made any change to such Credit and Collection Policy
other than as permitted under Section 6.3(k).


 


(l)            Investment
Company Act. Such Originator is not required to register as an “investment company” under the Investment Company
Act.


 






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(m)            Use
of Proceeds. No proceeds of any purchase of Receivables shall be used for purposes that violate Regulations T, U or X of the
Federal Reserve Board.


 




(n)            Eligibility.
Each Receivable sold hereunder by such Originator and included as an Eligible Receivable in the calculation of the Net Receivables
Balance is, on the date of such sale or calculation, an Eligible Receivable.


 


(o)            No
Fraudulent Transfer. No sale by such Originator of any Sold Receivable constitutes a fraudulent transfer or conveyance under
any United States federal or applicable state bankruptcy or insolvency Laws or is otherwise void or voidable under such or similar
principles or for any other reason.


 


(p)            Solvency.
On the Effective Date for such Originator (before and after giving effect to the sale of Receivables by such Originator on such
Effective Date), such Originator has the ability to meet its debts as they become due.


 


(q)            Ordinary
Course of Business. If (but only to the extent that) the conveyance of any property described herein is not characterized
by a court or other governmental authority as a sale, each remittance of Seller Collections by such Originator to the Company
hereunder will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial
affairs of such Originator and the Company and (ii) made in the ordinary course of business or financial affairs of such
Originator and the Company.


 


(r)            Names.
Such Originator’s complete organizational name is set forth on Schedule I to this Agreement, and it does not use
and has not during the last five years used any other organizational name, trade name, doing-business name or fictitious name,
except as set forth on Schedule IV.


 


(s)            Ownership;
Perfection. Immediately prior to the sales to the Company contemplated by this Agreement, such Originator owns all right,
title and interest in, to and under the Sold Receivables, Related Rights and Seller Collections to be sold by it hereunder, free
and clear of any Adverse Claim (other than any Adverse Claim being released upon such sale or arising solely as a result of any
action taken by the Company or the Administrative Agent as the Company’s assignee). This Agreement creates a security interest
in favor of the Company in the Sold Receivables, Related Rights and Seller Collections and the Company has first priority interest
in the Sold Receivables, Related Rights and Seller Collections. No effective financing statement covering any Sold Receivables
or Related Rights sold by such Originator is on file in any recording office, except (i) those filed in favor of the Company
pursuant to this Agreement and the Administrative Agent (as the Company’s assignee) pursuant to the Receivables Loan Agreement
or (ii) such filings in respect of which the security interests over such Sold Receivables or Related Rights by such filings
have been released and for which UCC-3 filings excluding such Sold Receivables and Related Rights have been filed.


 


(t)            Taxes.
Such Originator has filed all material Tax returns and reports required by Law to be filed by it and has timely paid all Taxes,
governmental charges and energy surcharges at any time owing, except for Taxes, charges or surcharges that are being contested
in good faith by appropriate proceedings and for which appropriate reserves in accordance with relevant GAAP shall have been set
aside on its books.


 






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(u)            Beneficial
Ownership Certification. As of the Effective Date, the information included in the Beneficial Ownership Certification for
such Originator is true and correct in all respects.


 


ARTICLE VI

COVENANTS OF THE ORIGINATORS


 


Section 6.1            Affirmative
Covenants. Until the Final Collection Date, each Originator will, unless the Administrative Agent (as assignee of the
Company) and the Company shall otherwise consent in writing:


 


(a)            Compliance with Laws, Etc.
Comply with all applicable laws, rules, regulations and orders applicable to it (other than those specifically relating to
any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions) (including, without limitation, laws, rules and regulations relating
to public utilities, energy delivery and sales, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy), except to the extent that the failure so to comply with any such laws, rules, regulations
and orders could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Preservation of Existence.
(i) Observe all procedures required by its certificate of formation and limited liability company agreement and preserve
and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation,
except where the failure to preserve and maintain such rights, franchises and privileges could not reasonably be expected to have
a Material Adverse Effect, and (ii) qualify and remain qualified in good standing as a foreign limited liability company
in each other jurisdiction where the nature of its business requires such qualification and where, in the case of clause (ii),
the failure to be so qualified could reasonably be expected to have a Material Adverse Effect.


 


(v)            Audits.
At any time and from time to time during regular business hours and upon reasonable prior notice, permit the Administrative Agent
(as assignee of the Company), the Facility Agents or their agents or representatives:


 


(i)            to
conduct periodic audits of the Sold Receivables and the Related Rights and the related books and records and collection systems
of such Originator;


 


(ii)            to
examine and make copies of and abstracts from the books and records in its possession or control relating to the Sold Receivables
and Related Rights, including, without limitation, the related Contracts;


 


(iii)            to
visit the offices and properties of such Originator for the purpose of examining the materials described in clause (ii) above;
and


 






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(iv)            to
discuss matters relating to the Sold Receivables or such Originator’s performance hereunder with any of the officers or
employees of such Originator having knowledge of such matters;


 




provided
that, (i) so long as no Advance Suspension Event, Potential Event of Termination, Event of Termination, Potential Purchase
Termination Event or Purchase Termination Event shall have occurred, such Originator shall not be required to pay the expenses
of more than one due diligence visit and one audit per year, (ii) the Administrative Agent and the Facility Agents shall
coordinate their due diligence visits with each other and with their inspection of the Servicer and the Borrower pursuant to Sections
5.01(d) and 5.04(c) of the Receivables Loan Agreement and (iii) the Administrative Agent and the Facility
Agents shall use commercially reasonable efforts to minimize disruption to the business of such Originator and to coordinate their
due diligence visits with the audits to be conducted pursuant to Section 5.04(d) of the Receivables Loan Agreement.


 


(c)            Location
of Records. Keep its chief place of business and chief executive office and the offices where it keeps the books and records
at (i) the address of such Originator referred to on Schedule III or (ii) upon 30 days’ prior written notice
to the Administrative Agent (as assignee of the Company), at any other location in the United States where all actions reasonably
requested by Administrative Agent (as assignee of the Company) or any Facility Agent to protect and perfect the interests of the
Administrative Agent (as assignee of the Company), the Lenders and the LC Issuers in the Sold Receivables, the Related Rights
and the Seller Collections with respect thereto have been taken and completed.


 


(d)            Ownership.
Take all necessary action to vest legal and equitable title to the Sold Receivables, the Related Rights and the Seller Collections
sold hereunder in the Company, free and clear of any Adverse Claims (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions
to perfect the Company’s and the Administrative Agent’s (as assignee of the Company) interest in such Sold Receivables,
Related Rights and Seller Collections and such other action to perfect, protect or more fully evidence the interest of the Company
and the Administrative Agent (as assignee of the Company) therein as the Company or the Administrative Agent (as assignee of the
Company) or any Facility Agent may reasonably request. Without limiting the foregoing, such Originator hereby authorizes, and
will, upon the request of the Company, the Administrative Agent (as assignee of the Company) or any Facility Agent, at such Originator’s
own expense, execute (if necessary) and file such financing or continuation statements, or amendments thereto, and such other
instruments and documents, that may be necessary or desirable, or that the Company, the Administrative Agent (as assignee of the
Company) or any Facility Agent may reasonably request, to perfect, protect or evidence any of the foregoing. Such Originator authorizes
the Company or the Administrative Agent (as assignee of the Company) to file financing or continuation statements, and amendments
thereto and assignments thereof, relating to the Sold Receivables, the Related Rights and the Seller Collections with respect
thereto and the other collateral subject to a lien under any Facility Document without the signature of such Originator.


 






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(e)            Deposits
to Deposit Accounts. If the Servicer fails to instruct an Obligor to make payments of all Sold Receivables to one or more
Deposit Accounts or Lock-Boxes or Payment Processors or to instruct a Payment Processor to remit all payments of all Sold Receivables
received by such Payment Processors to one or more Deposit Accounts or Lock-Boxes, in each case as required under the Receivables
Loan Agreement, or if an Obligor or a Payment Processor fails to so deliver payments to a Deposit Account or Lock-Box, use all
reasonable efforts to cause such Obligor or Payment Processor to deliver subsequent payments on Sold Receivables to a Deposit
Account or Lock-Box and deposit, or cause to be deposited, any Seller Collections received by it, into a Deposit Account subject
to a Deposit Account Control Agreement not later than two (2) Business Days after receipt thereof.


 




(f)            Performance and Compliance with Sold
Receivables and Contracts. At its expense, timely and fully perform and comply in all material respects with all provisions,
covenants and other promises required to be observed by it with respect to the Sold Receivables and the Contracts related thereto.


 


(g)            Taxes.
File all material tax returns and reports required by law to be filed by it and promptly pay all Taxes and governmental charges
at any time owing, except such as are being contested in good faith by appropriate proceedings and for which appropriate reserves
have been established. Pay when due, or at the option of the Administrative Agent (as assignee of the Company) timely reimburse
it for the payment of, any Direct Taxes payable in connection with the Pool Receivables, exclusive of any Direct Taxes the validity
of which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with relevant
GAAP shall have been set aside on its books.


 


(h)            Marking
of Records. At its expense, mark its master data processing records relating to Sold Receivables, including with a legend
evidencing that the ownership interest related to the Sold Receivables have been sold in accordance with this Agreement.


 


(i)            Separate
Existence. Take all steps specifically required by this Agreement to continue the Company’s identity as a separate legal
entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those
of such Originator and any other Person, and is not a division of such Originator or any other Person. Without limiting the generality
of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator agrees to take such
actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Shearman &
Sterling LLP, as counsel for the Company, in connection with the closing of the transactions contemplated in the Facility Documents
(or in any similar opinion rendered in connection with the addition of such Person as an Originator) and relating to true sale
and substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material
respects at all times.


 


Section 6.2          Reporting
Requirements of the Originators. Until the Final Collection Date, each Originator will,
unless the Administrative Agent and the Company shall otherwise consent in writing, furnish or cause to be furnished to the Company,
the Administrative Agent (as assignee of the Company) and each Facility Agent:


 






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(a)            Event
of Termination. As soon as reasonably practicable and in any event within three (3) Business Days after any Responsible
Officer of such Originator obtains knowledge of the occurrence of each Purchaser Termination Event or Potential Purchase Termination
Event (if such Potential Purchase Termination Event is continuing on the date of such notice), the statement of a Responsible
Officer of such Originator setting forth the details of such Purchase Termination Event or Potential Purchase Termination Event
and the action which such Originator is taking or proposes to take with respect thereto.


 




(b)            Reporting
on Adverse Effects. Promptly and in no event more than two (2) Business Days after any Responsible Officer of such Originator
obtains knowledge of any (i) matter or the occurrence of any event concerning such Originator which would reasonably be expected
to have a Material Adverse Effect on such Originator, (ii) litigation or proceeding that may exist at any time between such
Originator and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably
be expected to have a Material Adverse Effect on such Originator, (iii) litigation or proceedings adversely affecting such
Originator in which the amount involved could reasonably be expected to have a material adverse effect on such Originator or in
which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Originator or (iv) litigation
or proceeding relating to any Facility Document to which such Originator is a party, notice thereof.


 


(c)            Adverse
Claims. Promptly, notice in writing of (A) any Adverse Claim upon the Sold Receivables or Seller Collections with respect
thereto, (B) any Person other than the Company, the Servicer or the Administrative Agent obtaining any rights or directing
any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in
payment instructions with respect to Sold Receivable(s) from a Person other than the Company, the Servicer or the Administrative
Agent.


 


(d)            Credit
and Collection Policy. Promptly and in no event more than three (3) Business Days after any Responsible Officer of such
Originator obtains knowledge of (i) any amendment, modification, supplement or other change to the Credit and Collection
Policy or (ii) the adoption, implementation or institution of any tariff, rule, regulation, ordinance or decree of a government
regulator having agency authority over such Originator or the Servicer, in either case, that could have a material adverse effect
on the collectibility of the Sold Receivables of such Originator, the statement of a Responsible Officer of such Originator setting
forth the details of such amendment, modification, supplement, change, tariff, rule, regulation, ordinance or decree and the action
which such Originator is taking or proposes to take with respect thereto.


 


(e)            ERISA
Events. Promptly and in any event within five (5) Business Days after obtaining knowledge of the occurrence or existence
of any ERISA Event which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect,
notice of such ERISA Event setting forth the details of such ERISA Event and the action that it proposes to take with respect
thereto.


 






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(f)            Beneficial
Ownership Certification. Promptly after obtaining knowledge thereof, notify the Administrative Agent (as assignee of the Company)
and each Facility Agent of any change in the information provided in the Beneficial Ownership Certification for such Originator
that would result in a change to the list of beneficial owners identified therein.


 




(g)            Other
Information. As soon as reasonably practicable, from time to time, such other information, documents, records or reports respecting
the Sold Receivables of such Originator or the conditions or operations, financial or otherwise, of such Originator as the Company,
the Administrative Agent (as assignee of the Company) or any Facility Agent may from time to time reasonably request, including,
without limitation, information (including nonfinancial information) as any Lender, LC Issuer, Administrative Agent or Facility
Agent may from time to time reasonably request in order to assist such persons (or any related Program Support Provider) in complying
with the requirements of Regulation (EU) No. 2017/2402 of the European Parliament as may be applicable to such Lender (or
Program Support Provider).


 


Section 6.3            Negative
Covenants of the Originators. From the Effective Date until the Final Collection Date,
such Originator shall not, without the written consent of the Company, the Administrative Agent (as assignee of the Company) and
the Majority Facility Agents:


 


(a)            Sales,
Liens, Etc. Against Sold Receivables. Except as permitted by the Facility Documents, sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Sold Receivable,
Related Rights or Seller Collections with respect thereto.


 


(b)            Extension
or Amendment of Pool Receivables. Extend, amend, waive or otherwise modify, the terms of any Sold Receivable or any Contract
related thereto, except (i) in accordance with any rule, regulation, ordinance or other directive of a government regulator
having agency authority over such Originator or the Servicer, (ii) in accordance with the Credit and Collection Policy or
(iii) as otherwise permitted under the Facility Documents.


 


(c)            Change in Business or Credit and Collection
Policy. (x) Make any change in the Credit and Collection Policy, which change would materially and adversely affect the
collectability of the Sold Receivables, the credit quality of the Sold Receivables, the enforceability of the Contracts, or be
reasonably expected to have a Material Adverse Effect, in each case other than any change implemented for purposes of complying
with federal, state or local laws, regulations, orders or guidelines, or (y) make any change in the character of its business
which change would be reasonably expected to have a Material Adverse Effect.


 


(d)            Change
in Payment Instructions to Obligors. Make any change in its instructions to Obligors regarding the making of payments in respect
of the Sold Receivables to any Lock-Box or Deposit Account, other than instructing Obligors to remit payments to another Lock-Box
or Deposit Account.


 






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(e)            Changes
to Lock-Boxes, Deposit Accounts and Deposit Account Control Agreements. Add any account as a Deposit Account, any bank as
a Deposit Account Bank, or any lock-box as a Lock-Box with respect to any Sold Receivable, in each case other than those then
listed in Exhibit F of the Receivables Loan Agreement, unless the Administrative Agent (as assignee of the Company) shall
have received (i) thirty (30) days’ prior written notice of such addition and (ii) prior to the effective date
of such addition, (x) executed copies of Deposit Account Control Agreements (in the case of each new Deposit Account), (y) copies
of all material agreements signed by the Company, the Servicer or the respective Deposit Account Bank with respect to any new
Deposit Account, Deposit Account Bank or Lock-Box, and (z) a revised Exhibit F to the Receivables Loan Agreement.


 




(f)            Merger,
Consolidation, Division, Etc. Consolidate with or merge into or with any Person, or purchase or otherwise acquire all or substantially
all of the assets or capital stock, or other ownership interest of, any Person or from any Subsidiary, or sell, transfer, lease
or otherwise dispose of all or substantially all of its assets to any Person, or permit or suffer a plan of division (as defined
in Section 18-217 of the DE LLC Act), in each case, except as expressly provided or permitted under the terms of this Agreement
or as consented to in writing by the Administrative Agent (as assignee of the Company).


 


(g)            Change
in Name; Jurisdiction of Organization. (i) Make any change to its name (within the meaning of Section 9-507(c) of
any applicable enactment of the UCC) indicated on its certificate of formation (or equivalent organizational document), or (ii) change
its form of organization or its jurisdiction of organization, unless, in either case, 30 days prior to the effective date of such
change, it delivers to the Administrative Agent such financing statements or amendments to financing statements (Form UCC-1
or Form UCC-3, respectively) authorized by it which the Administrative Agent may request to reflect such name change or change
in form or jurisdiction of organization, together with such other documents, legal opinions and instruments that the Administrative
Agent may reasonably request in connection with the transaction giving rise thereto.


 


(h)            ERISA Matters.
Establish or be a party to any Plan or Multiemployer Plan other than any such plan established by an Affiliate of the Performance
Guarantor.


 


(i)            Treatment
as Sales. Not account for or treat (whether in financial statements or otherwise) the transactions contemplated by this Agreement
in any manner other than as the sale of Sold Receivables by such Originator to the Company.


 


(j)            Sanctions;
Anti-Corruption.  Directly or, to the knowledge of such Originator, indirectly use the proceeds of any sales of Sold
Receivables hereunder or otherwise make available such proceeds to any Person to fund, finance or facilitate any activities or
business of or with any Person that is, at the time of such funding, a Sanctioned Person or in any country or territory that is
at the time of such funding a Sanctioned Country or in any other manner that would result in a violation of Sanctions by any Person
(including a Lender, Facility Agent, Administrative Agent or otherwise).


 






    20


     


    

 



 


ARTICLE VII

Additional Rights and Obligations in Respect of Receivables


 




Section 7.1     Rights
of the Company. Each Originator hereby authorizes the Company and the Servicer to take any and all steps in such Originator’s
name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables sold
or purported to be sold by it hereunder, including, without limitation, if a Purchase Termination Event exists, endorsing the
name of such Originator on checks and other instruments representing Seller Collections and enforcing such Receivables and the
provisions of the related Contracts that concern payment and/or enforcement of rights to payment.


 


Section 7.2     Responsibilities
of the Originators. Anything herein to the contrary notwithstanding:


 


(a)            Seller
Collection Procedures. Each Originator agrees to (i) direct, or cause each Payment Processor to direct, its respective
Obligors to make payments of Receivables sold or purported to be sold by it hereunder to one or more Payment Processors, Deposit
Accounts or Lock-Boxes and (ii) direct each Payment Processor to remit all payments of Receivables sold or purported to be
sold by it hereunder to one or more Deposit Accounts or Lock-Boxes. Each Originator further agrees to transfer any Seller Collections
of Sold Receivables that it receives directly to a Deposit Account within two (2) Business Days of receipt thereof, and agrees
that all such Seller Collections shall be deemed to be received in trust for the Company and the Administrative Agent (as the
Company’s assignee).


 


(b)            Each
Originator shall perform its obligations hereunder, and the exercise by the Company or its designee of its rights hereunder shall
not relieve such Originator from such obligations.


 


(c)            The
Company shall have no obligation or liability to any Obligor or any other Person with respect to any Receivables, Contracts related
thereto or any other related agreements, nor shall the Company be obligated to perform any of the obligations of any Originator
thereunder.


 


(d)            Each
Originator hereby grants to the Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest,
during the occurrence and continuation of a Purchase Termination Event or an Event of Termination to take in the name of such
Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind
held or transmitted by such Originator or transmitted or received by the Company (whether or not from such Originator) in connection
with any Receivable or Related Rights sold or purported to be sold by it hereunder. Each Originator hereby acknowledges and consents
to the powers of attorney granted by the Company and the Servicer to the Administrative Agent pursuant to Section 6.04(d) of
the Receivables Loan Agreement.


 


Section 7.3     Further
Action Evidencing Purchases. Each Originator agrees that from time to time, at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action that the Company, the Servicer or the Administrative
Agent (as the Company’s assignee) may reasonably request in order to perfect, protect or more fully evidence the Sold Receivables
and Related Rights purchased by the Company hereunder, or to enable the Company or the Administrative Agent (as the Company’s
assignee) to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, upon the request
of the Company or the Administrative Agent (as the Company’s assignee), such Originator will execute (if applicable), authorize
and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or
notices, as may be necessary or appropriate to perfect, protect or evidence any of the foregoing.




 






    	 	21	 



     


    

 


Each Originator hereby
authorizes the Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more
financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator,
relative to all or any of the Receivables and Related Rights sold or purported to be sold by it hereunder, whether now existing
or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this
Agreement, the Company or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not
be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Company or
its designee or assignee (including, without limitation, the Servicer and the Administrative Agent) incurred in connection therewith
shall be payable by such Originator.


 


Section 7.4     Application
of Seller Collections. Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall,
except as otherwise specified by such Obligor or required by applicable law and unless otherwise instructed by the Servicer (with
the prior written consent of the Administrative Agent) or the Administrative Agent, be applied as a Seller Collection of any Receivable
or Receivables of such Obligor to the extent of any amounts then due and payable thereunder before being applied to any other
indebtedness of such Obligor.


 


ARTICLE VIII

Purchase Termination Events


 


Section 8.1     Purchase
Termination Events. As used in this Agreement, “Purchase Termination Event” means with respect to
an Originator, the occurrence of any of the following events (provided, however, that the occurrence of any of the
events described in clauses (b), (c), (d) or (k) below with respect to one or more Sold
Receivables shall not constitute a Purchase Termination Event if, after such Sold Receivable(s) are removed from the calculation
of Net Receivable Balance under the Receivables Loan Agreement, no Borrowing Base Default shall exist under the Receivables Loan
Agreement):


 


(a)            Such
Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document
to the Borrower, the Administrative Agent or any Secured Party when due and such failure shall continue for two (2) Business
Days;


 


(b)            (i) Such
Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility
Document (unless otherwise provided in this Section 8.1) and such failure shall remain unremedied for thirty (30)
days after the Company or any Affected Person gives notice thereof to such Originator or such Originator otherwise obtains knowledge
thereof or (ii) such Originator shall fail to perform or observe any term, covenant or agreement on its part to be performed
or observed under Section 6.03 of this Agreement;


 






    	 	22	 



     


    

 




(c)            Any
representation or warranty made or deemed to be made by such Originator under or in connection with this Agreement or any other
Facility Document (including any information or report delivered pursuant hereto) shall prove to have been materially false or
incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty
that is qualified by a materiality standard by its terms) when made or deemed made or delivered, and in each case, is not cured
within 30 days after the Company or any Affected Person gives notice thereof to such Originator or such Originator otherwise obtains
knowledge thereof;


 


(d)            The
Company, shall cease to have a valid and perfected first priority security interest in the Sold Receivables and the Related Rights
and Seller Collections with respect to the Sold Receivables sold by such Originator to the Company (subject to the Lien of the
Administrative Agent pursuant to the Receivables Loan Agreement);


 


(e)            An
Event of Bankruptcy shall occur with respect to such Originator;


 


(f)            A
Material Adverse Effect shall occur with respect to such Originator or the Sold Receivables sold by such Originator hereunder;


 


(g)            (i) such
Originator shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or
other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event
shall occur or condition shall exist under an agreement, or related agreements, under which such Originator has outstanding Indebtedness
(other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration
of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts
payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $150,000,000 or (B) an event of
default shall have occurred and be continuing under an agreement, or related agreements, under which such Originator has outstanding
Indebtedness (other than trade payables or non-recourse indebtedness) of $150,000,000 or more and, in the case of this clause
(B), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such
acceleration was prevented by applicable Law;


 


(h)            One
or more judgments for the payment of money in an aggregate amount in excess of $150,000,000 (excluding therefrom any amount covered
by insurance) shall be rendered against such Originator, and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy
upon assets or properties of such Originator to enforce any such judgment;


 






    	 	23	 



     


    

 


(i)            Any
of this Agreement or any other Facility Document to which such Originator is a party shall cease to be in full force and effect
or such Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility
Document at any time following the execution thereof;


 




(j)            A
Change in Control shall have occurred with respect to such Originator;


 


(k)            There
shall have been filed (i) notice of a Lien from the IRS pursuant to Section 6323 of the Code against any of the Sold
Receivables, Related Rights or Collection with respect to any of the Sold Receivables of such Originator, (ii) notice of
a Lien from the PBGC pursuant to Section 430(k) of the Code or Section 303(k) of ERISA against such Originator
for a failure to make a required installment or other payment to a Plan to which either of such sections applies, or (iii) a
notice of any other Lien the existence of which could reasonably be expected to have a Material Adverse Effect against such Originator
and, in each case, such Lien shall not have been released or withdrawn within ten (10) days; or


 


(l)            Such
Originator shall become or shall be required to register as an “investment company” or shall become “controlled
by an investment company” (or a company required to register as an “investment company”), in each case within
the meaning of the Investment Company Act.


 


Section 8.2     Termination;
Remedies.


 


(a)            Termination.
Upon the occurrence of a Purchase Termination Event, the Company may or, if directed by the Administrative Agent, shall, by notice
to the affected Originator (with a copy to the Administrative Agent), declare the Purchase Facility, as it relates to the affected
Originator, terminated.


 


(b)            Remedies
Cumulative. Upon any termination of the Purchase Facility as it relates to any Originator pursuant to Section 8.2(a),
the Company shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided
under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative.


 


ARTICLE IX

Indemnification


 


Section 9.1     Indemnities
by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law,
each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates,
agents, employees, officers, directors and assignees (each of the foregoing Persons being individually called a “RSA
Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related
costs and expenses, including reasonable attorneys’ fees and disbursements and all costs and expenses incurred, including
reasonable attorneys’ fees and disbursements, in connection with the enforcement of this provision (all of the foregoing
being collectively called “Purchase Relevant Amounts”) arising out of or resulting from the failure of such
Originator to perform its obligations under this Agreement, or arising out of the claims asserted against a RSA Indemnified Party
relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase Relevant Amounts to the extent, (a) such
Purchase Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such RSA Indemnified Party, (b) the credit risk or financial inability
to pay of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or
(c) such Purchase Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator
or limit the recourse of any RSA Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid
by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses
(a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall
indemnify each RSA Indemnified Party for Purchase Relevant Amounts relating to or resulting from:


 






    	 	24	 



     


    

 




(a)            the
failure of any representation or warranty made or deemed made by such Originator (or any of its officers, employees or agents)
under or in connection with this Agreement or any other Facility Document to have been true and correct as of the date made or
deemed made;


 


(b)            the
failure by such Originator to comply with any term, provision or covenant contained in this Agreement or any other Facility Document
to which it is party or with any applicable law, tariff, rule or regulation with respect to any Sold Receivable, the related
Contract, or the Related Security, or the nonconformity of any Sold Receivable, the related Contract or the Related Security with
any such applicable law, tariff, rule or regulation;


 


(c)            the
failure by such Originator to vest and maintain vested in the Company a first priority security interest in the Sold Receivables
generated by such Originator and the Related Rights free and clear of any Adverse Claims, whether existing at the time such Receivable
arose or at any time thereafter;


 


(d)            the
failure to file, or any delay in filing, financing statements or other similar instruments or documents under the applicable UCC
or other applicable laws naming the Originator as “Debtor/Seller” with respect to any Receivables or Related Rights;


 


(e)            any
commingling of Seller Collections with other funds;


 


(f)            any
dispute, claim, offset or defense (other than discharge in bankruptcy or insolvency of the related Obligor or a dispute or claim
based on the Obligor’s financial inability to pay) of an Obligor to the payment of any Sold Receivable generated by such
Originator (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from
the sale of goods or services related to any such Sold Receivable or the furnishing of or failure to furnish such goods or services
or relating to collection activities with respect to such Sold Receivable or any Contract related thereto (if such collection
activities were performed by such Originator or any of its Affiliates or by any agent or independent contractor retained by such
Originator or its Affiliates);


 






    	 	25	 



     


    

 




(g)            any
failure of such Originator to perform its duties and obligations in accordance with the provisions of this Agreement, any Contract
or any other Facility Document to which it is a party or under the Contracts;


 


(h)            any
products liability, personal injury, property damage, environmental or other claim or action of whatever sort arising out of or
in connection with goods or services, the sale or provision of which gave rise to or are the subject of any Sold Receivable or
Contract;


 


(i)            the
use of any Purchase Price paid to such Originator or any draw under a Letter of Credit;


 


(j)            the
failure of such Originator to pay when due any Taxes, energy surcharges or other governmental charges payable by it in connection
with the Sold Receivables generated by it or this Agreement;


 


(k)            the
payment by such RSA Indemnified Party of Taxes, including, without limitation, any taxes imposed by any jurisdiction on amounts
payable and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, to the extent
caused by the Originator’s actions or failure to act in breach of this Agreement;


 


(l)            any
failure by the Company to give reasonably equivalent value to such Originator in consideration for the transfer by such Originator
to the Company of any Pool Receivables, or any attempt by any Person to void any such transfer under any statutory provision or
common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;


 


(m)            any
investigation, litigation or proceeding relating to this Agreement, any of the other Facility Documents, the transactions contemplated
hereby or thereby or the ownership of the Sold Receivables generated by such Originator;


 


(n)            any
action taken by such Originator (or any of its Affiliates) in the enforcement or collection of any Sold Receivable generated by
such Originator; the grant by the Originator of a security interest in any Receivable in violation of any applicable law, tariff,
rule or regulation;


 


(o)            the
failure of the Originator to furnish accurate and complete documentation (including, without limitation, a Contract or invoice)
to any Obligor;


 


(p)            the
amendment, modification or termination of any tariff or similar contract governing any Pool Receivable or the activities of the
Company; or


 


(q)            the
failure of the sale and pledge of any Pool Receivable under the Facility Documents to comply with the requirements of Federal
Assignment of Claims Act or any analogous State or local Laws.


 






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ARTICLE X

Miscellaneous


 




Section 10.1     Amendments, etc.


 


(a)            The
provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is
in writing and executed by the Company, the Originators and the Administrative Agent (as the Company’s assignee).


 


(b)            No
failure or delay on the part of the Company, the Servicer, any Originator or any assignee of any of the foregoing in exercising
any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. No notice to or demand on the Company, the Servicer or any
Originator in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the
Company or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable
to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.


 


(c)            This
Agreement and the other Facility Documents embody the entire agreement and understanding among the parties hereto and supersede
all prior or contemporaneous agreements and understandings, verbal or written, relating to the subject matter hereof and thereof.


 


Section 10.2     Notices,
etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile and email communications) and shall be personally delivered or sent by facsimile or email, or by overnight
mail, to the intended party at the mailing or email address or facsimile number of such party set forth under its name on the
signature pages hereof or at such other address or facsimile number as shall be designated by such party in a written notice
to the other parties hereto or in the case of the Administrative Agent at its address for notices pursuant to the Receivables
Purchase Agreement. All such notices and communications shall be effective when received.


 


Section 10.3     No
Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law.


 


Section 10.4     Binding
Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Company and each Originator
and their respective successors and permitted assigns. No Originator may assign any of its rights hereunder or any interest herein
without the prior written consent of the Company and, unless the Final Collection Date has occurred, the Administrative Agent
except as otherwise herein specifically provided. Notwithstanding the foregoing, each Originator and the Servicer may pledge its
respective rights under the Subordinated Note to a Subordinated Note Financier pursuant to Subordinated Note Financing Documents
so long as a No Petition Agreement between the Subordinated Note Financier and the Administrative Agent is in full force and effect.
This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect
to any breach of any representation and warranty made by any Originator pursuant to Article V and the indemnification
and payment provisions of Article IX, Sections 10.6, 10.12 and 10.13 and
this Section 10.4 shall be continuing and shall survive any termination of this Agreement.


 






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Section 10.5     Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
WHICH SHALL APPLY HERETO)).


 


Section 10.6     Costs,
Expenses and Taxes. In addition to the obligations of the Originators under Article IX, each Originator,
severally and for itself alone, agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable
detail):


 


(a)            to
the Company all reasonable and documented costs and expenses incurred by such Person in connection with the enforcement of this
Agreement; and


 


(b)            all
stamp and other Taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement, and
agrees to indemnify each RSA Indemnified Party against any liabilities with respect to or resulting from any delay in paying or
omitting to pay such Taxes and fees.


 


Section 10.7     SUBMISSION
TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE
COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


Section 10.8     WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS
TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR PARTIES, WITH RESPECT TO CONTRACT CLAIMS. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A JUDGE WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 






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Section 10.9     Captions
and Cross References; Incorporation by Reference. The various captions
and headings of this Agreement, including any Exhibit, Schedule or Annex hereto, are included for convenience or reference only
and shall not affect the interpretation hereof or thereof. The Schedules and Exhibits hereto are hereby incorporated by reference
into and made a part of this Agreement.


 


Section 10.10     Execution
in Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and
the same agreement.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission
(including electronic PDF, Docusign, Adobe “fill and sign” or such other provider as specified in writing by the applicable
party) shall be effective as delivery of a manually executed counterpart hereof and shall be fully binding on the parties to the
same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes.  The words “execution,”
 “execute,” “signed,” “signature,” and words of like import in or related to any document to
be signed in connection with this Agreement, or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law, including the Electronic Signatures in Global and National
Commerce Act of 2000, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.  Notwithstanding the foregoing, if any party shall request manually signed counterpart signatures
to this Agreement, each of the other parties hereby agrees to provide such manually signed signature pages as soon as commercially
reasonable.


 


Section 10.11     Acknowledgment
and Agreement. By execution below, each Originator expressly acknowledges
and agrees that (i) the Company shall, pursuant to the Receivables Loan Agreement, grant a security interest in all of its
rights, title and interest in, to, and under the Sold Receivables to the Administrative Agent (on behalf of the Lender Groups)
and (ii) all of the Company’s right, title, and interest in, to, and under this Agreement (but not its obligations),
shall be collaterally assigned by the Company to the Administrative Agent (on behalf of the Lender Groups) pursuant to the Receivables
Loan Agreement, and each Originator consents to the foregoing. Each Originator further
expressly acknowledges and agrees that, following the occurrence of an Event of Termination, the Administrative Agent (on behalf
of the Lender Groups) shall have the right to enforce directly all rights hereunder of the Company and all obligations hereunder
of each Originator (but without the assumption of any obligations or liabilities hereunder).


 


Section 10.12     No
Proceeding. Each Originator hereby agrees that it will not institute,
or join any other Person in instituting, against the Company any Insolvency Proceeding so long as any obligations of the Company
pursuant to the Receivables Loan Agreement or any other Facility Document remains outstanding and until one year plus one day
following the day on which such obligations are paid in full. Each Originator further
agrees that notwithstanding any provisions contained in this Agreement to the contrary, the Company shall not, and shall not be
obligated to, pay any amount in respect of the Subordinated Note or otherwise to such Originator pursuant to this Agreement unless
the Company has received funds which may, subject to Section 2.07 or 2.08 of the Receivables Loan Agreement, be used
to make such payment. Any amount which the Company does not pay pursuant to the
operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate
obligation of the Company for any such insufficiency unless and until the provisions of the foregoing sentence are satisfied.
The agreements in this Section 10.12 shall survive any termination of this Agreement.


 






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Section 10.13     Limited
Recourse. Except as explicitly set forth herein, the obligations of the
Company under this Agreement or any other Facility Document to which it is a party are solely the obligations of the Company.
No recourse under any Facility Document shall be had against, and no liability shall attach to, any officer, employee,
director, or beneficiary, whether directly or indirectly, of the Company. The agreements
in this Section 10.13 shall survive any termination of this Agreement.


 


Section 10.14     Treatment
as Sales; Tax Treatment. Except for U.S. federal income Tax purposes,
the parties hereto will not account for or treat (whether in financial statements or otherwise) the transactions contemplated
by this Agreement in any manner other than as the sale of Receivables. The parties
agree that the transactions contemplated under this Agreement shall be treated as the issuance of indebtedness for U.S. federal
income Tax purposes and agree not to take any Tax position inconsistent with such Tax treatment and shall not report the transactions
arising under this Agreement in any manner other than the issuance of indebtedness on all applicable Tax returns unless otherwise
required by applicable Law.


 


Section 10.15     Subordinated
Note Financing.


 


(a)            Waiver
of Setoff. Notwithstanding anything in this Agreement to the contrary, (i) all payments to be made by the Company under the
Subordinated Note shall be made without setoff, counterclaim or other defense, (ii) the Company hereby waives any and all
of its rights to assert any right of setoff, counterclaim or other defense to the making of a payment under the Subordinated Note
(which waiver shall be binding on any assignee of the Company’s rights hereunder), and (iii) each Originator and the
Servicer hereby waives any and all rights it may have to set-off any amounts owing by such Originator or the Servicer to the Company
(whether under the Facility Documents or otherwise) against any amounts owing for the account of such Originator under the Subordinated
Note.


 






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(b)            Assignment.
To the extent the Subordinated Note is assigned, pledged or transferred to a Subordinated Note Financier in accordance with a
Subordinated Note Financing, the Company acknowledges and agrees that, upon the occurrence of an “event of default”,
an “event of termination” or similar event under the Subordinated Note Financing Documents, the Subordinated Note
Financier may exercise all the rights of the Servicer and the Originators under the Subordinated Note, including directing the
Company to make all payments under the Subordinated Note directly to the Subordinated Note Financier. Each of the parties hereto
hereby acknowledges and agrees that each Subordinated Note Financier is a third-party beneficiary of this Section 10.15 and
shall have the right to enforce the provisions of this Section 10.15. The agreements in this Section 10.15 shall survive
any termination of this Agreement until such time as the Final Collection Date has occurred and the principal and interest on
the Subordinated Note has been repaid in full.


 







[Signature
Pages Follow]


 






    	 	31	 



     


    

 



 




IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first
above written.


 


	 	GREEN MOUNTAIN ENERGY COMPANY, as an Originator
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger 
	 	 	Title: 	President



 


	 	Address: 	910 Louisiana Street Houston,  Texas 77002
	 	 	Attn: 	Legal Department
	 	 	Phone: 	713-537-3000



 


[Signature
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	 	RELIANT ENERGY RETAIL SERVICES, LLC, as an Originator
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	910 Louisiana Street Houston, Texas 77002
	 	 	Attn: 	Legal Department
	 	 	Phone: 	713-537-3000



 


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	 	RELIANT ENERGY NORTHEAST, LLC, as an Originator
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	804 Carnegie Center Princeton, New Jersey 08540
	 	 	Attn: 	Legal Department
	 	 	Phone: 	609-524-4500



 


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	 	STREAM SPE, LTD., as an Originator
	 	 	 	 
	 	By: 	Stream SPE GP, LLC, its Sole General Partner
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	910 Louisiana Street Houston, Texas 77002
	 	 	Attn:	 Legal Department
	 	 	Phone: 	713-537-3000



 


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	 	XOOM ENERGY TEXAS, LLC, as an Originator
	 	 	 	 
	 	By: 	XOOM Energy, LLC, its Sole Manager
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	910 Louisiana Street Houston, Texas 77002
	 	 	Attn: 	Legal Department
	 	 	Phone: 	713-537-3000



 


[Signature
Page to Receivables Sale Agreement (NRG)]


 






    


     


    

 


	 	US RETAILERS LLC, as an Originator
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	910 Louisiana Street Houston, Texas 77002
	 	 	Attn: 	Legal Department
	 	 	Phone:	713-537-3000



 


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IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first
above written.


 


	 	NRG RETAIL LLC, as Servicer
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	804 Carnegie Center Princeton, New Jersey 08540
	 	 	Attn: 	Legal Department
	 	 	Phone: 	609-524-4500






 


[Signature
Page to Receivables Sale Agreement (NRG)]


 






    


     


    

 


	 	NRG RECEIVABLES LLC
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 		By: 	/s/ Elizabeth Killinger
	 	 	Name: 	Elizabeth R. Killinger
	 	 	Title: 	President



 


	 	Address:	804 Carnegie Center Princeton, New Jersey 08540
	 	 	Attn: 	Legal Department
	 	 	Phone: 	609-524-4500






 


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Exhibit A


 


Form of
Subordinated Note


 


New York, New York


 


FOR VALUE RECEIVED, the undersigned, NRG
RECEIVABLES LLC, a Delaware limited liability company (the “Company”), promises to pay NRG RETAIL LLC, a Delaware
limited liability company (the “Servicer”) for the benefit of the Originators (as defined in the Receivables
Sale Agreement), on the terms and subject to the conditions set forth herein and in the Receivables Sale Agreement referred to
below, the aggregate unpaid Purchase Price of all Receivables purchased by the Company from each Originator pursuant to such Purchase
Agreement, as such unpaid Purchase Price is shown in the records of the Servicer.


 


1.            Receivables
Sale Agreement. This Subordinated Note is the Subordinated Note described in,
and is subject to the terms and conditions set forth in, that certain Receivables Sale Agreement dated as of September 22,
2020 (as the same may be amended, supplemented, restated or otherwise modified in accordance with its terms, the “Receivables
Sale Agreement”), between the Company, the Servicer and the Originators named therein.
Reference is hereby made to the Receivables Sale Agreement for a statement of certain other rights and obligations of the
Company, the Servicer and the Originators.


 


2.            Definitions.
Capitalized terms used (but not defined) herein have the meanings assigned thereto in (or by reference in) the Receivables
Sale Agreement. In addition, as used herein, the following terms have the following
meanings:


 


“Bankruptcy
Proceedings” means an Event of Termination described in Section 7.01(e) of the Receivables Loan
Agreement with respect to the Company.


 


“Eurodollar
Rate” means, with respect to the period commencing on the date hereof and ending one month thereafter and each successive
one month period thereafter (each, an “Interest Period”), an interest rate per annum determined on the basis
of the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over
the administration of that rate) for deposits in United States dollars for one month period as it appears on the relevant display
page on the Bloomberg Professional Service (or any successor or substitute page or service providing quotations of interest
rates applicable to United States dollar deposits in the London interbank market comparable to those currently provided on such
page, as determined by the Originator from time to time), at approximately 11:00 a.m., London, England time, two (2) Business
Days prior to the first day of such Interest Period. Notwithstanding the foregoing, if the Eurodollar Rate is below zero, the rate
will be deemed to be zero.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided that if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day.


 






    


     


    

 


“Final Maturity
Date” means the date immediately following the date that falls one year and one day after the Final Collection Date.


 


“Interest
Period” has the meaning set forth in the definition of “Eurodollar Rate”.


 


“Senior Interests”
means, collectively, (i) all Borrower Obligations and (ii) all other obligations of the Company, the Servicer and the
Performance Guarantor that are due and payable, to (a) each Lender, each LC Issuer, each Facility Agent, the Administrative
Agent and their respective successors, permitted transferees and assigns arising in connection with the Facility Documents and/or
(b) any Indemnified Party or Affected Person arising in connection with the Receivables Loan Agreement, in each case, howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become
due, together with any and all Interest accruing on any such amount after the commencement of any Bankruptcy Proceedings, notwithstanding
any provision or rule of law that might restrict the rights of any Senior Interest Holder, as against the Company or anyone
else, to collect such interest.


 


“Senior Interest
Holders” means, collectively, each Lender, each LC Issuer, each Facility Agent, the Administrative Agent and the Indemnified
Parties and Affected Persons.


 


“Subordination
Provisions” means, collectively, clauses (a) through (l) of paragraph 9 hereof.


 


3.            Interest.
Subject to the Subordination Provisions, the Company promises to pay interest on this Subordinated Note as follows:


 


(a)            Prior
to the Final Maturity Date, the principal amount of this Subordinated Note from time to time outstanding during any Interest Period
shall bear interest at a rate per annum equal to the Eurodollar Rate for such Interest Period plus 1.75%, as determined
by the Servicer; and


 


(b)            From
(and including) the Final Maturity Date to (but excluding) the date on which the entire principal amount of this Subordinated Note
is fully paid, the principal amount of this Subordinated Note from time to time outstanding shall bear interest at a rate per annum
equal to the Federal Funds Rate plus 2.25%.


 


4.            Interest
Payment Dates. Subject to the Subordination Provisions, the Company shall pay
accrued interest on this Subordinated Note on each Interest and Fee Payment Date, and shall pay accrued interest on the amount
of each principal payment made in cash on a date other than a Interest and Fee Payment Date at the time of such principal payment,
in each case, (A) if the Termination Date has not occurred under the Receivables Loan Agreement, to the extent funds are available
for application by the Borrower pursuant to Section 2.07(b)(iii) of the Receivables Loan Agreement and (B) if such
Termination Date has occurred, then on the Final Collection Date to the extent funds are available to the Borrower pursuant to
Section 2.08(b)(viii) under the Receivables Loan Agreement.


 


5.            Basis
of Computation. Interest accrued hereunder that is computed by reference to the
Eurodollar Rate shall be computed for the actual number of days elapsed on the basis of a 360-day year, and interest accrued hereunder
that is computed by reference to the rate described in paragraph 3(b) of this Subordinated Note shall be computed for the
actual number of days elapsed on the basis of a 365- or 366-day year, as applicable.


 






    Exhibit A-2


     


    

 


6.            Principal
Payment Dates. Subject to the Subordination Provisions, the entire principal
amount of this Subordinated Note shall be paid (A) on the Final Collection Date to the extent funds are available to the Borrower
pursuant to Section 2.08(b)(viii) under the Receivables Loan Agreement after payment of any interest then due and payable
on this Subordinated Note, and (B) to the extent this Subordinated Note has not been previously repaid in full, on the Final
Maturity Date. For the avoidance of doubt, following the occurrence of the Termination Date, the Borrower shall not use any funds
available to it pursuant to Section 2.08(b)(viii) of the Receivables Loan Agreement to make any Restricted Payments (as
defined in the Receivables Loan Agreement) unless the principal and accrued interest on this Subordinated Note has been repaid
in full.


 


Subject to the Subordination
Provisions, the principal amount of and accrued interest on this Subordinated Note may be prepaid in whole or in part by, and in
the sole discretion of the Company, on any Business Day without premium or penalty prior to the Termination Date under the Receivables
Loan Agreement to the extent funds are available for application by the Borrower pursuant to Section 2.07(b)(iii) of
the Receivables Loan Agreement.


 


7.            Payment
Mechanics. All payments of principal and interest hereunder are to be made in
lawful currency of the United States of America.


 


8.            Enforcement
Expenses. In addition to and not in limitation of the foregoing, but subject
to the Subordination Provisions and to any limitation imposed by applicable law, the Company agrees to pay all reasonable and documented
expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Servicer and the Originators in seeking
to collect any amounts payable hereunder which are not paid when due.


 


9.            Subordination
Provisions. The Company covenants and agrees, and the Servicer, each Originator
and any other holder of this Subordinated Note (collectively, the Originator and any such other holder are called the “Holder”),
by its acceptance of this Subordinated Note (or a beneficial interest herein), likewise covenants and agrees on behalf of itself
and any holder that:


 


(a)            No
payment or other distribution of the Company’s assets of any kind or character, whether in cash, securities, or other rights
or property, shall be made on account of this Subordinated Note except to the extent such payment or other distribution is permitted
under Section 5.03(l) of the Receivables Loan Agreement;


 


(b)            In
the event of the occurrence of Bankruptcy Proceedings, the Senior Interests shall first be paid and performed in full and in cash
before the Holder shall be entitled to receive and to retain any payment or distribution in respect of this Subordinated Note;


 


(c)            In
the event that the Holder receives any payment or other distribution of any kind or character from the Company or from any other
source whatsoever, in respect of this Subordinated Note, other than as expressly permitted by the terms of this Subordinated Note,
such payment or other distribution shall be received in trust for the Senior Interest Holders and shall promptly be turned over
by the Holder to the Administrative Agent (for the benefit of the Senior Interest Holders);


 






    Exhibit A-3


     


    

 


(d)            Notwithstanding
any payments or distributions received by the Senior Interest Holders in respect of this Subordinated Note, prior to the occurrence
of the Final Collection Date, the Holder shall not be subrogated to the then existing rights of the Senior Interest Holders in
respect of the Senior Interests until the Senior Interests have been paid and performed in full and in cash.
Upon the occurrence of the Final Collection Date, the Holder will be subrogated to the then existing rights of the Senior
Interest Holders, if any;


 


(e)            These
Subordination Provisions are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and
the Senior Interest Holders, on the other hand. Nothing contained in these Subordination
Provisions or elsewhere in this Subordinated Note is intended to or shall impair, as between the Company, its creditors (other
than the Senior Interest Holders) and the Holder, the Company’s obligation, which is unconditional and absolute, to pay the
Holder the principal of and interest on this Subordinated Note as and when the same shall become due and payable in accordance
with the terms hereof or to affect the relative rights of the Holder and creditors of the Company (other than the Senior Interest
Holders);


 


(f)            The
Holder shall not, until the Senior Interests have been paid and performed in full and in cash, cancel, waive, forgive, or commence
legal proceedings to enforce or collect this Subordinated Note;


 


(g)            [Reserved];


 


(h)            If,
at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior
Interest Holder (whether in connection with Bankruptcy Proceedings or otherwise), these Subordination Provisions shall continue
to be effective or shall be reinstated, as the case may be, as though such payment had not been made;


 


(i)            Each
of the Senior Interest Holders may, from time to time, at its sole discretion, without notice to the Holder, and without waiving
any of its rights under these Subordination Provisions or otherwise affecting these Subordination Provisions, take any or all of
the following actions: (i) retain or obtain an interest in any property to secure any of the Senior Interests; (ii) retain
or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Interests; (iii) extend
or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests,
or release or compromise any obligation of any nature with respect to any of the Senior Interests; (iv) amend, supplement,
restate, or otherwise modify any Facility Document (on the terms set forth in such Facility Document); and (v) release its
security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property
securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period),
or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property;


 






    Exhibit A-4


     


    

 


(j)            The
Holder hereby waives: (i) notice of acceptance of these Subordination Provisions by any of the Senior Interest Holders; (ii) notice
of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence
in enforcement, collection or protection of, or realization upon, the Senior Interests, or any thereof, or any security therefor;


 


(k)            Each
of the Senior Interest Holders may, from time to time, on the terms and subject to the conditions set forth in the Facility Documents
to which such Persons are party, but without notice to the Holder, assign or transfer any or all of the Senior Interests, or any
interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Senior
Interests shall be and remain Senior Interests for the purposes of these Subordination Provisions, and every immediate and successive
assignee or transferee of any of the Senior Interests or of any interest of such assignee or transferee in the Senior Interests
shall be entitled to the benefits of these Subordination Provisions to the same extent as if such assignee or transferee were the
assignor or transferor; and


 


(1)            These
Subordination Provisions constitute a continuing offer from the Holder to all Persons who become the holders of, or who continue
to hold, Senior Interests; and these Subordination Provisions are made for the benefit of the Senior Interest Holders, and the
Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.


 


10.          No
Waiver; No Petition. (a) No failure or delay on the part of the Originator
in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right. No
amendment, modification or waiver of, or consent with respect to, any provision of this Subordinated Note shall in any event be
effective unless (i) the same shall be in writing and signed and delivered by the Company and the Holder and (ii) the
Administrative Agent shall have consented thereto in writing.


 


(b)          The
Holder hereby agrees that it will not (i) institute against, join any other Person in instituting against or take any action,
direct or indirect, in furtherance or contemplation of instituting against, the Company any bankruptcy, insolvency, winding up,
dissolution, receivership, conservatorship or other similar proceeding or action or (ii) exercise any right of set-off or
recoupment, or assert any counterclaim, against the Company in each case so long as there shall not have elapsed one year and one
day since the Final Collection Date has occurred.


 






    Exhibit A-5


     


    

 


11.          Maximum
Interest. Notwithstanding anything in this
Subordinated Note to the contrary, the Company shall never be required to pay unearned interest on any amount outstanding hereunder
and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious
interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein
called the “Highest Lawful Rate”). If the effective rate of interest
which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated
Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the
effective rate of interest payable by the Company under this Subordinated Note to a rate in excess of the Highest Lawful Rate,
then (i) the amount of interest which would otherwise be payable by the Company under this Subordinated Note shall be reduced
to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company
in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation
of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Servicer or any Originator
under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable
to the Servicer or any Originator (such Highest Lawful Rate being herein called the “Maximum Permissible Rate”)
shall be made, to the extent permitted by usury laws applicable to the Servicer and the Originators (now or hereafter enacted),
by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder
all interest at any time contracted for, charged or received by the Servicer or any Originator in connection herewith.
If at any time and from time to time (i) the amount of interest payable to the Servicer or any Originator on any date
shall be computed at the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect
of any subsequent interest computation period the amount of interest otherwise payable to the Servicer or any Originator would
be less than the amount of interest payable to the Servicer or such Originator computed at the Maximum Permissible Rate, then the
amount of interest payable to the Servicer or such Originator in respect of such subsequent interest computation period shall continue
to be computed at the Maximum Permissible Rate until the total amount of interest payable to the Servicer or such Originator shall
equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed
without giving effect to the provisions of the foregoing sentence.


 


12.         Governing
Law. THIS SUBORDINATED NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER
THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO)).


 


13.         Captions.
Paragraph captions used in this Subordinated Note are for convenience only and shall not affect the meaning or interpretation
of any provision of this Subordinated Note.


 


[Remainder
of Page Intentionally Left Blank]


 






    Exhibit A-6


     


    

 


In
Witness Whereof, the Company has caused this Subordinated Note to be executed as of the date first written above.


 


	 	NRG RECEIVABLES LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    Exhibit A-7