EX-10.2

Exhibit 10.2

EXECUTION VERSION

THIRD AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT

Dated as of July 28, 2025

among

ARCH RESOURCES, INC. (F/K/A ARCH COAL, INC.),

as the Transferor,

CORE SALES, LLC (F/K/A CORE SALES, INC.),

as the Servicer

and

CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC)


ARTICLE I	AGREEMENT TO PURCHASE AND SELL

SECTION 1.1	Agreement To Purchase and Sell	2

SECTION 1.2	Timing of Purchases	3

SECTION 1.3	Consideration for Purchases	3

SECTION 1.4	Sale and Contribution Termination Date	4

SECTION 1.5	Intention of the Parties	4

ARTICLE II	PURCHASE REPORT; CALCULATION OF PURCHASE PRICE

SECTION 2.1	Purchase Report	5

SECTION 2.2	Calculation of Purchase Price	5

ARTICLE III	CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE

SECTION 3.1	Initial Contribution of Receivables and Initial Purchase Price Payment	6

SECTION 3.2	Subsequent Purchase Price Payments	7

SECTION 3.3	Letters of Credit	7

SECTION 3.4	Settlement as to Specific Receivables and Dilution	8

ARTICLE IV	CONDITIONS OF PURCHASES

SECTION 4.1	Conditions Precedent to Initial Purchase	9

SECTION 4.2	Certification as to Representations and Warranties	11

ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR

SECTION 5.1	Existence and Power	11

SECTION 5.2	Power and Authority; Due Authorization	11

SECTION 5.3	No Conflict or Violation	11

SECTION 5.4	Governmental Approvals	12

SECTION 5.5	Valid Sale	12

SECTION 5.6	Binding Effect of Agreement	12

SECTION 5.7	Accuracy of Information	12

SECTION 5.8	Actions, Suits	13

SECTION 5.9	[Reserved]	13

SECTION 5.10	Names and Location	13

SECTION 5.11	Margin Stock	13

SECTION 5.12	Eligible Receivables	13

SECTION 5.13	Credit and Collection Policy	13

Third A&R Sale and Contribution Agreement


SECTION 5.14	Investment Company Act	13

SECTION 5.15	Anti-Money Laundering/International Trade Law Compliance	13

SECTION 5.16	Financial Condition	14

SECTION 5.17	Tax Status	14

SECTION 5.18	ERISA	14

SECTION 5.19	Bulk Sales Act	15

SECTION 5.20	No Fraudulent Conveyance	15

SECTION 5.21	[Reserved]	15

SECTION 5.22	Good Title Perfection	15

SECTION 5.23	Perfection Representations	15

SECTION 5.24	Reliance on Separate Legal Identity	16

SECTION 5.25	Opinions	16

SECTION 5.26	Enforceability of Contracts	17

SECTION 5.27	Nature of Pool Receivables	17

SECTION 5.28	Compliance with Applicable Laws	17

SECTION 5.29	Servicing Programs	17

SECTION 5.30	[Reserved]	17

SECTION 5.31	Mortgages Covering As-Extracted Collateral	17

SECTION 5.32	[Reserved]	17

SECTION 5.33	Reaffirmation of Representations and Warranties by the Transferor	17

ARTICLE VI	COVENANTS OF THE TRANSFEROR

SECTION 6.1	Covenants	17

SECTION 6.2	Separateness Covenants	24

ARTICLE VII	ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES

SECTION 7.1	Rights of the Company	25

SECTION 7.2	Responsibilities of the Transferor	26

SECTION 7.3	Further Action Evidencing Purchases	26

SECTION 7.4	Application of Collections	27

SECTION 7.5	Performance of Obligations	27

ARTICLE VIII	SALE AND CONTRIBUTION TERMINATION EVENTS

SECTION 8.1	Sale and Contribution Termination Events	27


SECTION 8.2	Remedies	28

ARTICLE IX	INDEMNIFICATION

SECTION 9.1	Indemnities by the Transferor	28

ARTICLE X	MISCELLANEOUS

SECTION 10.1	Amendments, etc	30

SECTION 10.2	Notices, etc	31

SECTION 10.3	No Waiver; Cumulative Remedies	31

SECTION 10.4	Binding Effect; Assignability	31

SECTION 10.5	Governing Law	32

SECTION 10.6	Costs, Expenses and Taxes	32

SECTION 10.7	SUBMISSION TO JURISDICTION	32

SECTION 10.8	WAIVER OF JURY TRIAL	33

SECTION 10.9	Captions and Cross References; Incorporation by Reference	33

SECTION 10.10	Execution in Counterparts	34

SECTION 10.11	Acknowledgment and Agreement	34

SECTION 10.12	No Proceeding	34

SECTION 10.13	Mutual Negotiations	34

SECTION 10.14	Severability	34

SECTION 10.15	Amendment and Restatement	34

SCHEDULES


Schedule I		Location of the Transferor
Schedule II		Location of Books and Records of the Transferor
Schedule III		Trade Names
Schedule IV		Actions/Suits
Schedule V		Notice Addresses
Schedule VI		Location of Mining Operations

EXHIBIT


Exhibit A		Form of Purchase Report

This THIRD AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2025 is entered into between ARCH RESOURCES, INC. (F/K/A ARCH COAL, INC.) (“ACI”), as transferor (the “Transferor”), CORE SALES, LLC (F/K/A CORE SALES, INC.), as initial servicer (the “Servicer”), CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC), a Delaware limited liability company (the “Company”).

DEFINITIONS

Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Article I of the Receivables Financing Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Receivables Financing Agreement”), among the Company, as borrower, the Servicer, the Persons from time to time party thereto as Lenders, PNC Bank, National Association, as Administrative Agent and as LC Bank, and PNC Capital Markets LLC, as Structuring Agent. All references hereto to months are to calendar months unless otherwise expressly indicated. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. Unless the context otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any description preceding such term.

BACKGROUND

1. The Company is a special purpose limited liability company, all of the issued and outstanding membership interests of which are owned by ACI.

2. The Transferor purchases Receivables and Related Rights from the Originators pursuant to that certain Third Amended and Restated Purchase and Sale Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase and Sale Agreement”).

3. The Transferor, in order to finance in order to finance its, its Parent’s, and its Affiliates’ business, wishes to sell and/or contribute Receivables and the Related Rights to the Company, and the Company is willing to purchase and/or accept such Receivables and the Related Rights from the Transferor, on the terms and subject to the conditions set forth herein.

4. The Transferor and the Company intend each such transaction to be a true sale and/or an absolute contribution and conveyance of Receivables and the Related Rights by the Transferor to the Company, providing the Company with the full benefits of ownership of the Receivables, and the Transferor and the Company do not intend the transactions hereunder to be characterized as a loan from the Company to the Transferor.

5. The Company intends to pledge the Receivables and the Related Rights to the Administrative Agent pursuant to the Receivables Financing Agreement.

Third A&R Sale and Contribution Agreement

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

AGREEMENT TO PURCHASE AND SELL

SECTION 1.1 Agreement To Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, the Transferor agrees to sell to the Company, and the Company agrees to purchase from the Transferor, from time to time on or after the Closing Date, but before the Sale and Contribution Termination Date (as defined in Section 1.4), all of the Transferor’s right, title and interest in and to:

(a) each Receivable (other than Contributed Receivables as defined in Section 3.1(a)) of the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) that existed and was owing to the Transferor at the closing of the Transferor’s business on the Cut-Off Date (as defined below);

(b) each Receivable (other than Contributed Receivables) generated or otherwise acquired by the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) from and including the Cut-Off Date to but excluding the Sale and Contribution Termination Date;

(c) all of the Transferor’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable;

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

(e) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto;

(f) solely to the extent applicable to such Receivable, all of the Transferor’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(g) all of the Transferor’s rights, remedies, powers, privileges, title and interest (but not obligations) under the Purchase and Sale Agreement;

(h) all books and records of the Transferor to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and

(i) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by the Transferor on or after the Cut-Off Date, including, without limitation, all funds which either are received by the Transferor, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that the Transferor, the Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and 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 contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Transferor set forth in this Agreement. 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 property, proceeds and rights described in clauses (c) through (i) above, including with respect to any Contributed Receivable, are herein referred to as the “Related Rights”, and the Company’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.”

As used herein, “Cut-Off Date” means June 30, 2025.

SECTION 1.2 Timing of Purchases.

(a) Closing Date Purchases. Effective on the Closing Date, the Transferor hereby sells to the Company, and the Company hereby purchases, the Transferor entire right, title and interest in, to and under (i) each Receivable (other than Contributed Receivables) that existed and was owing to the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) at the Cut-Off Date, (ii) each Receivable (other than Contributed Receivables) generated or otherwise acquired by the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) from and including the Cut-Off Date, to and including the Closing Date, and (iii) all Related Rights with respect thereto.

(b) Subsequent Purchases. After the Closing Date, until the Sale and Contribution Termination Date, each Receivable and the Related Rights generated or otherwise acquired by the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) shall be, and shall be deemed to have been, sold or contributed, as applicable, by the Transferor to the Company immediately (and without further action) upon the creation, sale or purported sale of such Receivable, as applicable.

SECTION 1.3 Consideration for Purchases. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to make Purchase Price payments to the Transferor and to reflect all capital contributions in accordance with Article III.

SECTION 1.4 Sale and Contribution Termination Date. The “Sale and Contribution Termination Date” shall be the earliest to occur of (a) the date the Purchase Facility is terminated pursuant to Section 8.2(a), (b) the date elected by the Transferor (such date, the “Elected Date”) in a written notice received by the Company and the Administrative Agent from the Transferor specifying that the Transferor wishes to terminate this Agreement, so long as each of the Voluntary Termination Conditions are satisfied as of the Elected Date and (c) the Final Payout Date.

For purpose of this Section 1.4, “Voluntary Termination Conditions” means, as of any date of determination, the satisfaction of each of the following conditions:

(i) the Elected Date is no earlier than the date that written notice has been delivered to the Company and the Administrative Agent pursuant to clause (b) of the definition of “Sale and Contribution Termination Date”;

(ii) as of the Elected Date, either (a) no Release has occurred on or prior to the Elected Date in violation of Section 6.03 of the Receivables Financing Agreement or (b) if any Release has occurred on or prior to the Elected Date in violation of Section 6.03 of the Receivables Financing Agreement, the Servicer has deposited into the LC Collateral Account (or, if elected by the Administrative Agent, transferred to the Administrative Agent) on the Elected Date, the aggregate amount of Collections so released to the Borrower or any other Person in violation of such Section;

(iii) the Transferor (or the Servicer on its behalf) has provided a written report to the Company and the Administrative Agent on the Elected Date (such report, the “Voluntary Termination Report”), in form and substance reasonably satisfactory to the Company and the Administrative Agent, which Voluntary Termination Report shall include, without limitation, (a) a pro forma Information Package as of the Business Day immediately preceding the Elected Date and (b) a written analysis demonstrating each of the following: (I) the amount of Collections received on each day during the prior sixty days, (II) the amount of Receivables transferred and conveyed to the Company on each day during the prior sixty days, (III) the amount of Collections transferred out of the Collection Accounts on each day during the prior sixty days, (IV) the method of consideration given to the Transferor for each of the Receivables transferred and conveyed to the Company on each day during the prior sixty days and (V) the Borrowing Base (and each component thereof) as of each day during the prior sixty days;

(iv) each standing transfer order with respect to each Collection Account has been cancelled and the Transferor has caused the Servicer and each Affiliate thereof (other than the Company) to cease having any rights to access any Collection Account or remove any funds therefrom; and

(v) the Transferor has delivered (or caused the Servicer to deliver) notice to each Collection Account Bank that the Administrative Agent is permitted to exercise its rights to take control over each of the Collection Accounts.

SECTION 1.5 Intention of the Parties. It is the express intent of the Transferor and the Company that the conveyance by the Transferor to the Company pursuant to this Agreement of the Receivables, including without limitation, all Receivables, if any, constituting general

intangibles as defined in the UCC, and all Related Rights be a true sale and/or contribution and be construed as a valid and perfected sale (or contribution) and an absolute and irrevocable assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Company (rather than the grant of a security interest to secure a debt or other obligation of the Transferor) providing the Company with the full benefits of ownership 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 the Transferor. Notwithstanding the foregoing, (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) the Transferor shall be deemed to have granted to the Company as of the date of this Agreement, and the Transferor hereby grants to the Company a security interest in, to and under all of the Transferor’s right, title and interest in and to: (A) the Receivables and the Related Rights now existing and hereafter created, generated or otherwise acquired by the Transferor and sold or contributed or purported to be sold or contributed to the Company hereunder (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement), (B) all monies due or to become due and all amounts received with respect thereto and (C) all books and records of the Transferor to the extent related to any of the foregoing.

ARTICLE II

PURCHASE REPORT; CALCULATION OF PURCHASE PRICE

SECTION 2.1 Purchase Report. On the Closing Date and on each date when an Information Package is due to be delivered under the Receivables Financing Agreement (each such date, a “Monthly Purchase Report Date”), the Servicer shall deliver to the Company and the Transferor a report in substantially the form of Exhibit A (each such report being herein called a “Purchase Report”) setting forth, among other things:

(a) Receivables purchased by the Company from the Transferor, or contributed to the capital of the Company by the Transferor, on the Closing Date (in the case of the Purchase Report to be delivered on the Closing Date);

(b) Receivables purchased by the Company from the Transferor, or contributed to the capital of the Company by the Transferor, during the calendar month immediately preceding such Monthly Purchase Report Date (in the case of each subsequent Purchase Report); and

SECTION 2.2 Calculation of Purchase Price.

(a) The Purchase Price for each Receivable and the Related Rights that are purchased hereunder from the Transferor shall become owing in full by the Company to the Transferor or its designee on the date each such Receivable comes into existence and shall be paid not later than the next Payment Date in accordance with the terms of Article III.

(b) Although the Purchase Price for each Receivable and the Related Rights purchased after the date hereof shall be due and payable by the Company to the Transferor on the

date such Receivable comes into existence, for administrative convenience, a precise reconciliation of the Purchase Prices between the Company and the Transferor shall be effected on a Payment Date with respect to all Receivables sold or contributed during the Interest Period (or portion thereof) most recently ended prior to such Payment Date; provided, however, that the Transferor shall maintain (or cause the Servicer to maintain) such books and records as may be reasonably necessary to ensure that such reconciliation, if requested by the Company, may be performed on any Business Day.

(c) The “Purchase Price” for each Receivable and the Related Rights that are purchased hereunder shall be determined in accordance with the following formula:


PP	=	OB x FMVD

where:

PP	=	Purchase Price for each Receivable as calculated on the relevant Sale Date.

OB	=	The Outstanding Balance of such Receivable on the relevant Sale Date.

FMVD	=	Fair Market Value Discount, as measured on such Sale Date, which is equal to the quotient (expressed as percentage) of (a) one divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Sale Date, and (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last Business Day of the calendar month next preceding such Sale Date) and the denominator of which is 365.

“Payment Date” means (i) the Closing Date and (ii) each Settlement Date thereafter.

“Sale Date” means, with respect to any Receivable, the date such Receivable is sold or purportedly sold to the Company hereunder.

ARTICLE III

CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE

SECTION 3.1 Initial Contribution of Receivables and Initial Purchase Price Payment.

(a) On the Closing Date, the Transferor shall, and hereby does, contribute to the capital of the Company the Receivables and Related Rights consisting of each Receivable of the Transferor that exists and is owing to the Transferor on the Closing Date (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) to the extent necessary to cause the Outstanding Balance of all Receivables contributed (collectively, the “Contributed Receivables”) to be at least equal to the Required Contributed Amount. For the purposes of this Agreement, “Required Contributed Amount” means, as of the Closing Date, the amount, if any, by which the Purchase Price for all Receivables to be acquired on such date exceeds the sum of (x) the cash that is available to the Borrower on the Closing Date and (y) the aggregate stated amount of the Letters of Credit being issued under (or transferred to) the Receivables Financing Agreement on behalf of the Transferor on such date.

On the Closing Date, the Transferor shall, and hereby does, sell or contribute to the Company, the Receivables and Related Rights consisting of each Receivable of the Transferor that exists and is owing to the Transferor on the Cut-Off Date (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement), other than the Contributed Receivables and Related Rights associated therewith.

(b) On the terms and subject to the conditions set forth in this Agreement, the Company agrees to pay to the Transferor the Purchase Price for the purchase to be made from the Transferor on the Closing Date (i) to the extent the Company has cash available therefor, partially in cash (in an amount to be agreed between the Company and the Transferor and set forth in the initial Purchase Report), (ii) to the extent that any Letters of Credit are being issued under (or transferred to) the Receivables Financing Agreement on behalf of the Transferor, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and (iii) to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price.

SECTION 3.2 Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay the Purchase Price to the Transferor for the Receivables and the Related Rights generated or otherwise acquired by the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement) during the Interest Period (or portion thereof) most recently ended prior to such Payment Date:

(a) First, in cash to the Transferor to the extent the Company has cash available therefor (and such payment is not prohibited under the Receivables Financing Agreement) and/or, if requested by the Transferor and permitted under the Receivables Financing Agreement, by causing the LC Bank to issue one or more Letters of Credit in accordance with Section 3.3 and on the terms and conditions for issuing Letters of Credit under the Receivables Financing Agreement;

(b) Second, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its capital in an amount equal to such remaining unpaid portion of such Purchase Price.

SECTION 3.3 Letters of Credit

(a) The Transferor may request that the Purchase Price for Receivables sold on a Sale Date be paid by the Company procuring the issuance of a Letter of Credit by the LC Bank. Upon the request of the Transferor, and on the terms and conditions for issuing Letters of Credit under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Company agrees to cause the LC Bank to issue, on the Sale Dates specified by the Transferor, Letters of Credit on behalf of the Company (and, if applicable, on behalf of, or for the account of, the Transferor or an Originator or an Affiliate of the Transferor or an Originator that

is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by the Transferor or Affiliate of the Transferor, with the consent of the Company. The aggregate stated amount of the Letters of Credit being issued on any Sale Date on behalf of the Transferor or an Affiliate of the Transferor shall constitute a credit against the aggregate Purchase Price otherwise payable by the Company to the Transferor on the following Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued during the Interest Period (or portion thereof) most recently ended prior to such Payment Date exceeds the aggregate Purchase Price payable by the Company to the Transferor on such Payment Date, such excess shall be deemed to be a reduction in the Purchase Price payable on the Payment 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 3.3 (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, then an amount equal to such undrawn amount or such reduction, as the case may be, shall either be paid in cash to the Transferor on the next Payment Date or, if the Company does not then have cash available therefor, shall be treated as a capital contribution. Under no circumstances shall the Transferor (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 the Transferor requests that any purchases be paid for by the issuance of a Letter of Credit hereunder, the Transferor shall on a timely basis provide the Company with such information as is necessary for the Company to obtain such Letter of Credit from the LC Bank, and shall notify the Company, the Servicer and the Administrative Agent of the allocations described in clause (a) above. Such allocations shall be binding on the Company and the Transferor, absent manifest error.

(c) The Transferor acknowledges that each Letter of Credit shall be subject to the terms and conditions set forth in the Receivables Financing Agreement.

SECTION 3.4 Settlement as to Specific Receivables and Dilution.

(a) If, on the day of purchase or contribution of any Receivable from the Transferor hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Transferor as provided in clause (c) below; provided, that if the Company thereafter receives payment on account of the Outstanding Balance of such Receivable, the Company promptly shall deliver such funds to the Transferor.

(b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by the Transferor or an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by the Transferor, an Originator, the Servicer or the Company

which reduces the amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction or dispute and shall be accounted to the Transferor as provided in clause (c) below; provided, that notwithstanding the foregoing, no such reduction shall be made to the extent the same represents losses in respect of Receivables that are uncollectible on account of insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition or financial default of the related Obligor.

(c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Company against the Purchase Price of Receivables subsequently purchased by the Company from the Transferor hereunder; provided, however if there have been no purchases of Receivables from the Transferor (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:

(i) shall reduce the capital of the Transferor in the Company; and

(ii) after making any deduction pursuant to clause (i) above, shall be paid in cash to the Company by the Transferor in the manner and for application as described in the following proviso;

provided, further, that at any time (x) when an Event of Default exists under the Receivables Financing Agreement or (y) on or after the Sale and Contribution Termination Date, the amount of any such credit shall be paid by the Transferor to the Company in cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

ARTICLE IV

CONDITIONS OF PURCHASES

SECTION 4.1 Conditions Precedent to Initial Purchase. The initial purchase hereunder is subject to the condition precedent that the Company, the Administrative Agent (as the Company’s assignee) and each Lender shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance reasonably satisfactory to the Company and the Administrative Agent (as the Company’s assignee):

(a) a copy of the resolutions or unanimous written consent of the board of directors or other governing body of the Transferor, approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Transferor;

(b) good standing certificates for the Transferor issued as of a recent date acceptable to the Company and the Administrative Agent (as the Company’s assignee) by the Secretary of State (or similar official) of the jurisdiction of the Transferor’s organization or formation and each other jurisdiction where the Transferor is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect;

(c) a certificate of the Secretary or Assistant Secretary of the Transferor, certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company, the Administrative Agent (as the Company’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Company, the Administrative Agent (as the Company’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c));

(d) the certificate or articles of incorporation or other organizational document of the Transferor (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of the Transferor’s organization as of a recent date, together with a copy of the by-laws or other governing documents of the Transferor (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary, an Assistant Secretary of the Transferor;

(e) proper financing statements (Form UCC-1) that have been duly authorized and name the Transferor as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by the Transferor as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder;

(f) a written search report from a Person satisfactory to the Company and the Administrative Agent (as the Company’s assignee) listing all effective financing statements that name the Transferor as debtor or seller and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Company hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Company and the Administrative Agent (as the Company’s assignee) showing no evidence of such liens filed against the Transferor;

(g) favorable opinions of counsel to the Transferor, in form and substance reasonably satisfactory to the Company and the Administrative Agent;

(h) [reserved]; and

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

SECTION 4.2 Certification as to Representations and Warranties. The Transferor, by accepting the Purchase Price related to each purchase or contribution of Receivables generated or otherwise acquired by the Transferor (including each Receivable sold or purportedly sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement), shall be deemed to have certified that the representations and warranties contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) 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 (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) as of such earlier date).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR

In order to induce the Company to enter into this Agreement and to make purchases hereunder, the Transferor hereby represents and warrants with respect to itself as follows:

SECTION 5.1 Existence and Power. The Transferor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and (iii) is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.2 Power and Authority; Due Authorization. The Transferor (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Receivables and the Related Rights to the Company on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

SECTION 5.3 No Conflict or Violation. The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which it is a party, and the fulfillment of the terms hereof and thereof, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument to which the Transferor is a party or by which it or any of its properties

is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, Adverse Claim or violation could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.4 Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by the Transferor in connection with the grant of a security interest in the Receivables and the Related Rights to the Company hereunder or the due execution, delivery and performance by the Transferor of this Agreement or any other Transaction Document to which it is a party and the consummation by the Transferor of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

SECTION 5.5 Valid Sale. Each sale of Receivables and the Related Rights made by the Transferor pursuant to this Agreement shall constitute a valid sale or contribution, transfer and assignment of Receivables and Related Rights to the Company, enforceable against creditors of, and purchasers from, the Transferor, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 5.6 Binding Effect of Agreement. This Agreement and each of the other Transaction Documents to which it is a party constitute legal, valid and binding obligations of the Transferor, enforceable against the Transferor in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 5.7 Accuracy of Information. All certificates, reports, statements, documents and other information furnished to the Company, the Administrative Agent or any other Credit Party by or on behalf of the Transferor pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Company, the Administrative Agent or such other Credit Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

SECTION 5.8 Actions, Suits. Except as set forth on Schedule IV, (i) there is no action, suit, proceeding or investigation pending or, to the best knowledge of the Transferor, threatened, against the Transferor or any Originator before any Governmental Authority and (ii) the Transferor is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) and (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent the grant of a security interest in any Receivable or Related Right by the Transferor to the Company, the ownership or acquisition by the Company of any Receivables or Related Right or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.

SECTION 5.9 [Reserved].

SECTION 5.10 Names and Location. Except as described in Schedule III, the Transferor has not used any corporate names, trade names or assumed names since the date occurring five calendar years prior to the Closing Date other than its name set forth on the signature pages hereto. The Transferor is “located” (as such term is defined in the applicable UCC) in the jurisdiction specified in Schedule I and since the date occurring five calendar years prior to the Closing Date, has not been “located” (as such term is defined in the applicable UCC) in any other jurisdiction (except as specified in Schedule I). The office(s) where the Transferor keeps its records concerning the Receivables is at the address(es) set forth on Schedule II.

SECTION 5.11 Margin Stock. The Transferor is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System), and no Purchase Price payments or proceeds under this Agreement will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 5.12 Eligible Receivables. Each Receivable sold, transferred, contributed or assigned hereunder is an Eligible Receivable on the date of sale, transfer, contribution or assignment, unless otherwise specified in the first Information Package or Interim Report that includes such Receivable.

SECTION 5.13 Credit and Collection Policy. The Transferor has complied in all material respects with the Credit and Collection Policy with regard to each Receivable sold by it hereunder and each related Contract.

SECTION 5.14 Investment Company Act. The Transferor is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

SECTION 5.15 Anti-Money Laundering/International Trade Law Compliance. The Transferor is not a Sanctioned Person. The Transferor, either in its own right or through any third party, (i) does not have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law or Sanctions Law; (ii) neither does business in or with, nor derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or Sanctions Law; or (iii) does not engage in any dealings or transactions prohibited by any Anti-Terrorism Law or Sanctions Law.

SECTION 5.16 Financial Condition.

(a) The audited consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2024, the related audited consolidated statement of operations for the fiscal quarter then ended and the related audited consolidated statement of equity for the fiscal quarter then ended, copies of which have been furnished to the Administrative Agent and each Lender, present fairly in all material respects the consolidated financial position of the Parent and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied except as noted therein.

(b) On the date hereof, and on the date of each purchase hereunder (both before and after giving effect to such purchase), the Transferor is, and will be on such date, Solvent and no Insolvency Proceeding with respect to the Transferor is, or will be on such date, pending or to its knowledge threatened.

SECTION 5.17 Tax Status. The Transferor has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP or could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.18 ERISA.

(a) Each of the Parent and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Pension Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect. No Reportable Event has occurred during the past five years other than a Reportable Event that would not reasonably be expected to have a Material Adverse Effect. The excess of the present value of all benefit liabilities under each Pension Plan of Parent and the ERISA Affiliates (based on the assumptions used to determine required minimum contributions under Section 412 of the Code with respect to such Pension Plan), over the value of the assets of such Pension Plan, determined as of the most recent annual valuation date applicable thereto for which a valuation has been completed, would not reasonably be expected to have a Material Adverse Effect, and the excess of the present value of all benefit liabilities of all underfunded Pension Plans (based on the assumptions used to determine required minimum contributions under Section 412 of the Code with respect to each such Pension Plan), over the value of the assets of all such underfunded Pension Plans, determined as of the most recent annual valuation dates applicable thereto for which valuations have been completed, would not reasonably be expected to have a Material Adverse Effect. None of the Parent or the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or would reasonably be expected to have, through increases in the contributions required to be made to such Pension Plan or otherwise, a Material Adverse Effect.

(b) Each of the Parent and the ERISA Affiliates is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.19 Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

SECTION 5.20 No Fraudulent Conveyance. No sale or contribution hereunder 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 laws or principles or for any other reason.

SECTION 5.21 [Reserved].

SECTION 5.22 Good Title Perfection.

(a) Immediately preceding its sale or contribution of each Receivable hereunder, the Transferor was the owner of such Receivable sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims, and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of the Transferor’s right, title and interest in, to and under the Receivables sold or contributed by it, free and clear of any Adverse Claims.

(b) On or before the date hereof and before the generation or acquisition by the Transferor of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Company’s ownership interest in Receivables to be sold or otherwise conveyed hereunder against all creditors of and purchasers from the Originators or the Transferor will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(c) Upon the creation or acquisition of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Company shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim.

SECTION 5.23 Perfection Representations

(a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Transferor’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Transferor and (B) will be free of all Adverse Claims.

(b) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC.

(c) Prior to their sale or contribution to the Company pursuant to this Agreement, the Transferor owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.

(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from (y) each Originator to the Transferor pursuant to the Purchase and Sale Agreement and (z) the Transferor to the Company pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property.

(e) Other than the ownership or security interest granted to the Company pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. The Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor or any Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Transferor is not aware of any judgment lien, ERISA lien, pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against the Transferor or any Originator.

(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

SECTION 5.24 Reliance on Separate Legal Identity. The Transferor acknowledges that each of the Lenders and the Administrative Agent are entering into the Transaction Documents to which they are parties in reliance upon the Company’s identity as a legal entity separate from the Transferor.

SECTION 5.25 Opinions. The facts regarding the Transferor, any Originator, the Receivables sold by it hereunder, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

SECTION 5.26 Enforceability of Contracts. Each Contract related to any Receivable sold or contributed by the Transferor hereunder is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the outstanding balance of such Receivable, enforceable against the Obligor in accordance with its terms, without being subject to any defense, deduction, offset or counterclaim and the Transferor has fully performed its obligations under such Contract, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

SECTION 5.27 Nature of Pool Receivables. All Pool Receivables: (i) were originated by the Transferor or any Originator in the ordinary course of its business, (ii) were sold to Company for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act.

SECTION 5.28 Compliance with Applicable Laws. The Transferor is in compliance with the requirements of all Applicable Law, except in such instance where any failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.29 Servicing Programs. No license or approval is required for Servicer or Company’s use of any software or other computer program used by the Transferor or any Sub-Servicer in the servicing of the Receivables, other than those that have been obtained and are in full force and effect.

SECTION 5.30 [Reserved].

SECTION 5.31 Mortgages Covering As-Extracted Collateral. There are no mortgages that are effective as financing statements covering as-extracted collateral that constitutes Collateral and that name the Transferor or any Originator (or, if the Transferor or Originator is not the “record owner” of the underlying property, any “record owner” with respect to such as-extracted collateral, as such term is used in the UCC) as grantor, debtor or words of similar effect filed or recorded in any jurisdiction.

SECTION 5.32 [Reserved].

SECTION 5.33 Reaffirmation of Representations and Warranties by the Transferor. On each day that a new Receivable is created or acquired, and when sold or contributed to the Company hereunder, the Transferor shall be deemed to have certified that all representations and warranties set forth in this Article V are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation or warranty shall be true and correct as made) with respect to itself and such new Receivable on and as of such day (except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date)).

ARTICLE VI

COVENANTS OF THE TRANSFEROR

SECTION 6.1 Covenants. From the date hereof until the Final Payout Date, the Transferor will, unless the Administrative Agent and the Company shall otherwise consent in writing, perform the following covenants with respect to itself:

(a) Financial Reporting. The Transferor will maintain a system of accounting established and administered in accordance with GAAP, and the Transferor shall furnish to the Company, the Administrative Agent and each Lender such information as the Company, the Administrative Agent or any Lender may from time to time reasonably request relating to such system.

(b) Notices. The Transferor will notify the Company, Administrative Agent, the LC Bank and each Lender in writing of any of the following events promptly upon (but in no event later than five (5) Business Days after) a Financial Officer or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i) Notice of Sale and Contribution Termination Event, Unmatured Sale and Contribution Termination Event, Event of Default or Unmatured Event of Default. A statement of a Financial Officer of the Transferor setting forth details of any Sale and Contribution Termination Event (as defined in Section 8.1), Unmatured Sale and Contribution Termination Event (as defined in Section 8.1), Event of Default or Unmatured Event of Default that has occurred and is continuing and the action that the Transferor proposes to take with respect thereto.

(ii) Representations and Warranties. The failure of any representation or warranty made or deemed to be made by the Transferor under this Agreement or any other Transaction Document to be true and correct in any material respect when made.

(iii) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding with respect to the Transferor, any Originator, the Company, the Servicer or the Performance Guarantor, that with respect to any Person other than the Company, could reasonably be expected to have a Material Adverse Effect.

(iv) Adverse Claim. (A) Any Person shall obtain an Adverse Claim upon Receivables or Related Rights or any portion thereof, or (B) any Person other than the Company, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

(v) Name Changes. At least thirty (30) days before any change in the Transferor’s or any Originator’s name, jurisdiction of organization or any other change requiring the amendment of UCC financing statements, a notice setting forth such changes and the effective date thereof.

(vi) Change in Accountants or Accounting Policy. Any change in (i) the external accountants of the Transferor, any Originator, the Servicer or the Parent or (ii) any material accounting policy of the Transferor or any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which the Transferor or any Originator accounts for the Receivables shall be deemed “material” for such purpose).

(c) Conduct of Business; Preservation of Existence. The Transferor will (and will cause the Originators to) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and will do all things necessary to preserve and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, its franchises, authority to do business in each jurisdiction in which its business is conducted, licenses, patents, trademarks, copyrights and other proprietary rights.

(d) Compliance with Laws. The Transferor will comply with all Applicable Laws to which it may be subject if the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(e) Furnishing of Information and Inspection of Receivables. The Transferor will furnish or cause to be furnished to the Company, the Administrative Agent and each Lender from time to time such information with respect to its Pool Receivables as the Company, the Administrative Agent or any Lender may reasonably request. The Transferor will, at the Transferor’s expense, during regular business hours upon three (3) days’ prior written notice, (i) permit the Company, the Administrative Agent and/or any Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Transferor for the purpose of examining such books and records, and (C) discuss matters relating to its Pool Receivables, other Collateral or the Transferor’s performance hereunder or under the Transaction Documents to which it is a party with any of the officers, directors or employees of the Transferor and its independent accountants, in each case, having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Transferor’s expense, upon prior written notice from the Company or Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless an Event of Default has occurred and is continuing, the Transferor collectively shall be required to reimburse the Company, the Administrative Agent and the Lenders, together, for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in each case, in any twelve-month period.

(f) Payments on Receivables, Collection Accounts. The Transferor will, at all times, instruct all Obligors to deliver payments on its Pool Receivables to a Collection Account or a Lock-Box. The Transferor (or the Servicer on its behalf) will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Transferor, it shall hold such payments in trust for the benefit of the Company (and the Administrative Agent and the Lenders as the Company’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Transferor will cause each

Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Transferor shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Transferor will cause the Servicer to, within two (2) Business Days, identify and transfer such funds out of the Collection Account to (or pursuant to the instructions of) the Person entitled to such funds. The Transferor will not, and will not permit any other Person, to commingle Collections with any other funds. The Transferor shall only add (or permit the Servicer to add) a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the Administrative Agent from the applicable Collection Account Bank. The Transferor shall only terminate (or permit the Servicer to terminate) a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

(g) Sales, Liens, etc. Except as otherwise provided herein, the Transferor will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Related Rights, or assign any right to receive income in respect thereof.

(h) Extension or Amendment of Pool Receivables. Except as otherwise permitted by the Receivables Financing Agreement, the Transferor will not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Transferor shall 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 under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i) Fundamental Changes. The Transferor shall not make any change in the Transferor’s name, location or making any other change in the Transferor’s identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or the Receivables Financing Agreement “seriously misleading” as such term (or similar term) is used in the applicable UCC, in each case, unless both (i) no Sale and Contribution Termination Event or Event of Default has occurred and is continuing and (ii) the Company, the Administrative Agent and each Lender have each (A) received 30 days’ prior notice thereof, (B) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Company or the Administrative Agent shall reasonably request and (C) been reasonably satisfied that all other action to perfect and protect the interests of the Company and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Company or the Administrative Agent shall have been taken by, and at the expense of, the Transferor’s (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3).

(j) Change in Credit and Collection Policy. The Transferor will not make, or direct the Servicer to make, any material change in the Credit and Collection Policy except (i) with the prior written consent of the Administrative Agent and the Majority Lenders (such consent not to be unreasonably withheld) or (ii) if such changes are required or necessary under any Applicable Law. Promptly following any change in the Credit and Collection Policy, the Transferor will deliver a copy of the updated Credit and Collection Policy to the Company, Administrative Agent and each Lender.

(k) Records. The Transferor will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of its Pool Receivables (including records adequate to permit the daily identification of such Pool Receivable and all Collections of and adjustments to such existing Pool Receivable).

(l) Ownership Interest, Etc. The Transferor shall (and shall cause the Servicer to), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable ownership or security interest in the Pool Receivables, the Related Rights and Collections with respect thereto, and a first priority perfected security interest in the Collateral, in each case free and clear of any Adverse Claim, in favor of the Company (and the Administrative Agent (on behalf of the Secured Parties), as the Company’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Company (and the Administrative Agent (on behalf of the Secured Parties), as the Company’s assignee) as the Company, the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Transferor shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. The Transferor shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Transferor to file such financing statements under the UCC without the signature of the Transferor, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Transferor shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(m) Further Assurances. The Transferor hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Company or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the purchases and contributions made hereunder, or to enable the Company or the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Transferor hereby authorizes, and will, upon the request of the Company or the Administrative Agent, at the Transferor’s own expense, execute (if necessary) and file such financing statements or continuation statements (including as-extracted collateral filings), or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Company or Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(n) Mergers, Acquisitions, Sales, etc. The Transferor shall not (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where both (I) the Company, the Administrative Agent and each Lender have each (A) received 30 days’ prior notice thereof, (B) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Company or the Administrative Agent shall reasonably request and (C) been satisfied that all other action to perfect and protect the interests of the Company and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Company or the Administrative Agent shall have been taken by, and at the expense of, the Transferor (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) and (II) at the time thereof, no Sale and Contribution Termination Event or Event of Default has occurred and is continuing or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

(o) Frequency of Billing. Prepare and deliver (or cause to be prepared and delivered) invoices with respect to all Receivables in accordance with the Credit and Collection Policies, but in any event no less frequently than as required under the Contract related to such Receivable.

(p) Receivables Not to Be Evidenced by Promissory Notes or Chattel Paper. The Transferor shall not take any action to cause or permit any Receivable created, acquired or originated by it to become evidenced by any “instrument” or “chattel paper” (as defined in the applicable UCC) without the prior written consent of the Company and the Administrative Agent.

(q) Anti-Money Laundering/International Trade Law Compliance. The Transferor will not become a Sanctioned Person. The Transferor, either in its own right or through any third party, will not (a) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law or Sanctions Law; (b) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or Sanctions Law or (d) use the proceeds from the sale of the Receivables to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or Sanctions Law. The Transferor shall comply with all Anti-Terrorism Laws and Sanctions Law in all material respects. The Transferor shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.

(r) The Transferor (or the Servicer on its behalf) shall have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, data processing report that it generates which are of the type that a proposed purchaser or lender would use to evaluate the Receivables, the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A THIRD AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, DATED AS OF JULY 28, 2025, AS AMENDED, BETWEEN ARCH RESOURCES, INC., CORE SALES, LLC (F/K/A CORE SALES, INC.), AS SERVICER, AND CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC); AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF JULY 28, 2025, AS AMENDED, AMONG CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC), AS BORROWER, CORE SALES, LLC (F/K/A CORE SALES, INC.), AS SERVICER, THE VARIOUS LENDERS FROM TIME TO TIME PARTY THERETO, PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND PNC CAPITAL MAREKTS LLC, AS STRUCTURING AGENT”.

(s) Company’s Tax Status. The Transferor shall not take or cause any action to be taken that could result in the Company (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is disregarded as separate from a United States person (within the meaning of Section 7701(a)(30) of the Code) or (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(t) [Reserved].

(u) Insurance. The Transferor will maintain in effect, at the Transferor’s expense, such casualty and liability insurance as the Transferor deems appropriate in its good faith business judgment.

(v) Mining Operations and Mineheads. Promptly, and in any event within 5 Business Days of any change, deletion or addition to the location of the Transferor’s Mined Properties or mineheads set forth on Schedule VI hereto, (i) notify the Company and Administrative Agent of such change, deletion or addition, (ii) cause the filing or recording of such financing statements and amendments and/or release to financing statements mortgages or other instruments, if any, necessary to preserve and maintain the perfection and priority of each of the security interests in the Receivables and the Related Rights, in favor of the Company and Administrative Agent (for the benefit of the Secured Parties), created pursuant to this Agreement and the Receivables Financing Agreement, as applicable, in each case in form and substance reasonably satisfactory to the Administrative Agent and (iii) deliver to the Company and Administrative Agent an updated Schedule VI hereto reflecting such change, deletion or addition; it being understood that no Receivable, the related location of mining operations and/or mineheads of which is not as set forth on Schedule VI hereto as of such date of determination shall be an Eligible Receivable until such time as each condition under this clause (v) shall have been satisfied.

SECTION 6.2 Separateness Covenants. The Transferor hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from the Transferor and its Affiliates. Therefore, from and after the date hereof, the Transferor shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Transferor and any other Person, and is not a division of the Transferor, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, the Transferor shall take such actions as shall be required in order that:

(a) the Transferor shall not be involved in the day to day management of the Company;

(b) the Transferor shall maintain separate records and books of account from the Company and otherwise will observe corporate formalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);

(c) the financial statements and books and records of the Transferor shall be prepared after the date of creation of the Company to reflect and shall reflect the separate existence of the Company; provided, that the Company’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s assets are not available to satisfy the obligations of such Affiliate;

(d) except as permitted by the Receivables Financing Agreement, (i) the Transferor shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and (ii) the Transferor’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Company;

(e) the Transferor shall not act as an agent for the Company (except in the capacity of Servicer or a Sub-Servicer);

(f) the Transferor shall not conduct any of the business of the Company in its own name (except in the capacity of Servicer or a Sub-Servicer);

(g) the Transferor shall not pay any liabilities of the Company out of its own funds or assets;

(h) the Transferor shall maintain an arm’s-length relationship with the Company;

(i) the Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;

(j) the Transferor shall not acquire obligations of the Company;

(k) the Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;

(l) the Transferor shall identify and hold itself out as a separate and distinct entity from the Company;

(m) the Transferor shall correct any known misunderstanding respecting its separate identity from the Company;

(n) the Transferor shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(o) the Transferor shall not pay the salaries of the Company’s employees, if any; and

(p) the Transferor will not account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale and/or contribution and absolute assignment of the Receivables and the Related Security by it to the Company or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale and/or contribution and absolute assignment of the Receivables and the Related Security by it to the Company (except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with GAAP).

ARTICLE VII

ADDITIONAL RIGHTS AND OBLIGATIONS

IN RESPECT OF RECEIVABLES

SECTION 7.1 Rights of the Company. The Transferor hereby authorizes the Company, the Servicer or their respective designees or assignees under this Agreement or the Receivables Financing Agreement (including, without limitation, the Administrative Agent) to take any and all steps in the Transferor’s name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without limitation, endorsing the name of the Transferor on checks and other instruments representing Collections and enforcing such Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment; provided, however, the Administrative Agent shall not take any of the foregoing actions unless a Sale and Contribution Termination Event or an Event of Default has occurred and is continuing.

SECTION 7.2 Responsibilities of the Transferor. Anything herein to the contrary notwithstanding:

(a) The Transferor shall perform its obligations hereunder, and the exercise by the Company or its designee of its rights hereunder shall not relieve the Transferor from such obligations.

(b) None of the Company, the Servicer, the Lenders or the Administrative Agent shall have any obligation or liability to any Obligor or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall the Company, the Servicer, the Lenders or the Administrative Agent be obligated to perform any of the obligations of the Transferor thereunder.

(c) The Transferor hereby grants to the Company and the Administrative Agent an irrevocable power-of-attorney, with full power of substitution, coupled with an interest, during the occurrence and continuation of an Event of Default to take in the name of the Transferor all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by the Transferor or transmitted or received by the Company or the Administrative Agent (whether or not from the Transferor) in connection with any Receivable sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder or Related Right.

SECTION 7.3 Further Action Evidencing Purchases. On or prior to the Closing Date, the Transferor shall mark its master data processing records evidencing Pool Receivables and Contracts with the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A THIRD AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, DATED AS OF JULY 28, 2025, AS AMENDED, BETWEEN ARCH RESOURCES, INC., CORE SALES, LLC (F/K/A CORE SALES, INC.), AS SERVICER, AND CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC), AS TRANSFEROR; AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF JULY 28, 2025, AS AMENDED, AMONG CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC), AS BORROWER, CORE SALES, LLC (F/K/A CORE SALES, INC.), AS SERVICER, THE VARIOUS LENDERS FROM TIME TO TIME PARTY THERETO, PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND PNC CAPITAL MARKETS LLC, AS STRUCTURING AGENT”.

The Transferor 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, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated or acquired by the Transferor. If the Transferor 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 Administrative Agent) incurred in connection therewith shall be payable by the Transferor.

SECTION 7.4 Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to the Transferor 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 Collection of any Receivable or Receivables of such Obligor in accordance with the Credit and Collection Policy.

SECTION 7.5 Performance of Obligations. The Transferor shall (i) perform all of its obligations under the Contracts related to the Receivables generated or acquired by the Transferor to the same extent as if interests in such Receivables had not been transferred hereunder, and the exercise by the Company or the Administrative Agent of its rights hereunder shall not relieve the Transferor from any such obligations, (ii) enforce each of its rights and remedies, if any, under the Purchase and Sale Agreement and (iii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Receivables generated by the Transferor and their creation and satisfaction.

ARTICLE VIII

SALE AND CONTRIBUTION TERMINATION EVENTS

SECTION 8.1 Sale and Contribution Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Sale and Contribution Termination Event” (each event which with notice or the passage of time or both would become a Sale and Contribution Termination Event being referred to herein as an “Unmatured Sale and Contribution Termination Event”):

(a) the Termination Date shall have occurred;

(b) the Transferor shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for three (3) Business Days;

(c) any representation or warranty made or deemed to be made by the Transferor (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and the same shall continue unremedied for ten (10) Business Days after the earlier of (i) a responsible officer of the Transferor has knowledge of the same and (i) the date on which written notice of the same shall have been given to the Transferor; provided, that no breach of a representation or warranty set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 shall constitute a Sale and Contribution Termination Event pursuant to this clause (c) if credit has been given for a reduction of the Purchase Price, the Transferor’s capital reduced or the Transferor has made a cash payment to the Company, in any case, as required pursuant to Section 3.4(c) with respect to such breach;

(d) the Transferor shall fail to perform or observe in any material respect any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for ten (10) Business Days after the earlier of (i) a responsible officer of the Transferor has knowledge of such failure and (i) the date on which written notice of such failure shall have been given to the Transferor; or

(e) any Insolvency Proceeding shall be instituted against the Transferor and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

SECTION 8.2 Remedies.

(a) Optional Termination. Upon the occurrence and during the continuation of a Sale and Contribution Termination Event, the Company (and not the Servicer), with the prior written consent of the Administrative Agent shall have the option, by notice to the Transferor (with a copy to the Administrative Agent and the Lenders), to declare the Purchase Facility terminated.

(b) Remedies Cumulative. Upon any termination of the Purchase Facility pursuant to Section 8.2(a), the Company (and the Administrative Agent as Company’s assignee) 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 Transferor. Without limiting any other rights that the Company may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify the Company, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender (each of the foregoing Persons being individually called a “Sale and Contribution Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Sale and Contribution Indemnified Amounts”) awarded against or incurred by any of them to the extent relating to an event identified below:

(a) any representation or warranty made or deemed made by the Transferor (or any officer of the Transferor) under or in connection with this Agreement, any other Transaction Document to which the Transferor is a party or any other information or report delivered by any the Transferor pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(b) the failure by the Transferor to comply with any Applicable Law with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such Applicable Law;

(c) the failure of the Transferor to timely and fully comply with the Credit and Collection Policy in regard to any Receivable or to perform any of its obligations, express or implied, with respect to any Contract;

(d) any failure of the Transferor to perform its duties, covenants or other obligations under this Agreement or any other Transaction Document to which the Transferor is a party;

(e) the lack of an enforceable ownership interest, or a first priority perfected lien, in the Pool Receivables (and all Related Security) originated or acquired by the Transferor against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Lien;

(f) the failure to have filed, or any delay in filing, financing statements (including, as extracted collateral filings), financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable or the Related Rights;

(g) any suit or claim related to the Pool Receivables originated or acquired by the Transferor (including any products liability or environmental liability claim arising out of or in connection with the property, products or services that are the subject of any Pool Receivable originated by the Transferor);

(h) any failure of the Transferor to enforce any of its rights and remedies under the Purchase and Sale Agreement;

(i) the commingling of Collections of Pool Receivables at any time with other funds;

(j) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(k) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Pool Receivable or any Related Rights, but excluding in each case, litigation and proceedings related to the enforcement or collection of Receivables;

(l) any claim brought by any Person other than a Sale and Contribution Indemnified Party arising from any activity by the Transferor or any Affiliate of the Transferor in servicing, administering or collecting any Pool Receivable;

(m) the failure by the Transferor to pay when due any taxes, including, without limitation, sales, excise or personal property taxes;

(n) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool 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 or relating to collection activities with respect to such Pool Receivable, the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(o) any product liability claim arising out of or in connection with goods or services that are the subject of any Receivable generated by the Transferor;

(p) the failure by the Transferor to pay when due any sales, excise or personal property taxes or charges (including interest and penalties thereon or with respect thereto), imposed on the purchase of the Pool Receivables or any Related Rights generated by the Transferor;

(q) [reserved];

(r) [reserved]; or

(s) any action taken by the Administrative Agent as attorney-in-fact for the Transferor pursuant to this Agreement or any other Transaction Document;

provided that such indemnity shall not be available to any Sale and Contribution Indemnified Party to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of a Sale and Contribution Indemnified Party, (y) constitute recourse with respect to a Pool Receivable by reason of the bankruptcy, insolvency, lack of creditworthiness or other financial or credit condition or financial default, of the related Obligor or (z) Taxes (other than Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim).

Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Transferor’s indemnification obligations in this Article IX, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified.

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 Servicer and the Transferor, with the prior written consent of the Administrative Agent and the Majority Lenders.

(b) No failure or delay on the part of the Company, the Servicer, the Transferor, the Administrative Agent or any third-party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice

to or demand on the Company, the Servicer or the Transferor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Company, the Administrative Agent 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) The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings.

SECTION 10.2 Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile or electronic mail communication) and shall be delivered or sent by facsimile, electronic mail, or by overnight mail, to the intended party at the mailing or electronic mail address or facsimile number of such party set forth under its name on Schedule V 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 or any Lender, at their respective address for notices pursuant to the Receivables Financing Agreement. All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by facsimile or electronic mail, when sent, receipt confirmed by telephone or electronic means.

SECTION 10.3 No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, the Company, the Administrative Agent and each Lender (collectively, the “Set-off Parties”) may at any time during the continuance of an Event of Default, setoff, appropriate and apply (without presentment, demand, protest or other notice to the Servicer or the Transferor which are hereby expressly waived) any deposits and any other indebtedness owing to such Set-Off Party (including by any branches or Affiliates of such Set-Off Party), or held by such Set-Off Party for the account of, the Servicer or the Transferor against amounts owing by, the Servicer or the Transferor hereunder; provided that such Set-Off Party shall notify, the Servicer or the Transferor promptly following such setoff.

SECTION 10.4 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Company and the Transferor and their respective successors and permitted assigns. The Transferor may not assign any of its rights hereunder or any interest herein without the prior written consent of the Company, the Administrative Agent and each Lender, except as otherwise herein specifically provided. 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 terminated in accordance with the terms hereof. The rights and remedies with respect to any breach of any representation and warranty made by the Transferor pursuant to Article V and the indemnification and payment provisions of Article IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 10.5 Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

SECTION 10.6 Costs, Expenses and Taxes. In addition to the obligations of the Transferor under Article IX, the Transferor and the Servicer, jointly and severally, agrees to pay on demand:

(a) to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable Attorney Costs for the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder with respect thereto and with respect to advising any such Person as to their rights and remedies against the Transferor under this Agreement and the other Transaction Documents, (ii) reasonable out-of-pocket fees and expenses (including reasonable Attorney Costs) for the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder and any of their respective Affiliates and agents incurred in connection with the administration and maintenance of this Agreement or the protection and enforcement of their rights and remedies against the Transferor under this Agreement or any other Transaction Document and (iii) all reasonable out-of-pocket expenses of any regular employees and agents of the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder engaged periodically to perform audits of the Transferor’s books, records and business properties;

(b) to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder all reasonable out-of-pocket costs and expenses (including reasonable Attorney Costs), of any such Person incurred in connection with the enforcement of any of their respective rights or remedies against the Transferor under the provisions of this Agreement and the other Transaction Documents; and

(c) all stamp, franchise and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement to be delivered hereunder, and agrees to indemnify each Sale and Contribution 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.

(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OF ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT TO ASSERT ANY SUCH DEFENSE. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 10.7 SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE TRANSFEROR OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.7.

(b) EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SCHEDULE IV. NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE PARTIES HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 10.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

SECTION 10.9 Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit are to such Article, Section, Schedule or Exhibit of this Agreement, as the case may be. 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 counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION 10.11 Acknowledgment and Agreement. By execution below, the Transferor expressly acknowledges and agrees that all of the Company’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Company to the Administrative Agent (for the benefit of the Lenders) pursuant to the Receivables Financing Agreement, and the Transferor consents to such assignment. Each of the parties hereto acknowledges and agrees that the Lenders and the Administrative Agent are third-party beneficiaries of the rights of the Company arising hereunder and under the other Transaction Documents to which the Transferor is a party, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, during the occurrence and continuation of an Event of Default under the Receivables Financing Agreement, the Administrative Agent, and not the Company, shall have the sole right to exercise all such rights and related remedies.

SECTION 10.12 No Proceeding. The Transferor hereby agrees that it will not institute, or join any other Person in instituting, against the Company any Insolvency Proceeding for at least one year and one day following the Final Payout Date. 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 by the Transferor 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.

SECTION 10.13 Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

SECTION 10.14 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.15 Amendment and Restatement. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Sale and Contribution Agreement, dated as of October 5, 2016, among the parties thereto (as amended prior to the date hereof, the “Original Agreement”). Upon the effectiveness of this Agreement in accordance with its terms, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the foregoing and for the avoidance of doubt, (a) all indemnification obligations of the Transferor under the Original Agreement shall survive

this Agreement, (b) all sales of Receivables and Related Rights under the Original Agreement by the Transferor to the Company are hereby ratified and confirmed and shall survive this Agreement and (c) the security interests granted by the Transferor pursuant to the Original Agreement shall remain in full force and effect and shall survive this Agreement as security for all obligations of the Transferor under the Original Agreement until such obligations have been finally and fully paid and performed. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and or delivered in connection with the Original Agreement.

[Signature Pages Follow]

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.


CORE RECEIVABLE COMPANY, LLC (F/K/A ARCH RECEIVABLE COMPANY, LLC), as Company

By:		/s/ Rosemary L. Klein
		Name: Rosemary L. Klein
		Title: Vice President and Secretary

CORE SALES, LLC (F/K/A CORE SALES, INC.), as Servicer

By:		/s/ Rosemary L. Klein
		Name: Rosemary L. Klein
		Title: Vice President and Secretary

ARCH RESOURCES, INC. (F/K/A ARCH COAL, INC.), as Transferor

By:		/s/ Rosemary L. Klein
		Name: Rosemary L. Klein
		Title: Vice President and Secretary


S-1		Third A&R Sale and Contribution Agreement