INDEMNIFICATION; EXPENSES; RELATED MATTERS. 58 8.1. Indemnities by the Transferor.................................................... 58 8.2. Indemnity for Taxes, Reserves and Expenses....................................... 59 8.3. Other Costs, Expenses and Related Matters........................................ 61 8.4. Reconveyance Under Certain Circumstances......................................... 62
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Indemnities by the SPV 51 Section 9.2 Indemnities by the Servicer 53 Section 9.3 Indemnity for Taxes, Reserves and Expenses 53 Section 9.4 Taxes 55 Section 9.5 Status of Investors 55 Section 9.6 Other Costs and Expenses; Breakage Costs 56 Section 9.7 Mitigation Obligations 57 Section 9.8 FATCA Compliance 57 ARTICLE X THE AGENT Section 10.1 Appointment and Authorization of Agent 57 Section 10.2 Delegation of Duties 57 Section 10.3 Liability of Agents and Managing Agents 57 Section 10.4 Reliance by Agent 58
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Indemnities by the Borrower ..................................29 Section 7.2. Indemnity for Taxes, Reserves and Expenses ...................31 Section 7.3. Taxes ........................................................34 Section 7.4. Other Costs and Expenses; Breakage Costs .....................37 Section 7.5. Payment ......................................................38
INDEMNIFICATION; EXPENSES; RELATED MATTERS. (a) Indemnity by the Seller. Without limiting any other rights ----------------------- which K2F may have hereunder or under applicable law, the Seller hereby agrees to indemnify K2F and any permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees (which such attorneys may be employees of the Indemnified Parties) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them in any action or proceeding between the Seller and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise, arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by K2F of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
(i) reliance on any representation or warranty made by the Seller (or any officers of the Seller) under or in connection with this Agreement, any Investor Report or any other information or report delivered by the Seller pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation;
(iii) the failure to vest and maintain vested in K2F title to the Transferred Interest and the Receivables included therein free and clear of any Adverse Claim;
(iv) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable included in the Transferred Interest;
(v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Recei...
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Indemnities by the Transferor 68 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses 70 SECTION 8.3. Other Costs, Expenses and Related Matters 73 SECTION 8.4. Reconveyance Under Certain Circumstances 74 ARTICLE IX MISCELLANEOUS SECTION 9.1. Term of Agreement 75 SECTION 9.2. Waivers; Amendments 75 SECTION 9.3. Notices 75 SECTION 9.4. Governing Law; Submission to Jurisdiction; Integration 77 SECTION 9.5. Severability; Counterparts 78 SECTION 9.6. Successors and Assigns 78 SECTION 9.7. Waiver of Confidentiality 78 SECTION 9.8. Confidentiality Agreement 79 SECTION 9.9. No Bankruptcy Petition Against the Company 80 SECTION 9.10. No Recourse Against Stockholders, Officers or Directors 80 SECTION 9.11. Characterization of the Transactions Contemplated by the Agreement 80 EXHIBITS EXHIBIT A Form of Contract EXHIBIT B Credit and Collection Policies and Practices EXHIBIT C List of Lock-Box Banks EXHIBIT D Form of Lock-Box Agreement EXHIBIT E Form of Investor Report EXHIBIT F Form of Transfer Certificate EXHIBIT G Certain Definitions EXHIBIT H-1 List of Actions and Suits of Transferor EXHIBIT H-2 List of Action and Suits of Seller EXHIBIT I [Reserved] EXHIBIT J [Reserved] EXHIBIT K Form of Opinion of Counsel for the Seller, Collection Agent and Transferor EXHIBIT L-1 Form of Responsible Officer's Certificate of Transferor EXHIBIT L-2 Form of Responsible Officer's Certificate of Seller EXHIBIT M Form of Company Certificate TRANSFER AND ADMINISTRATION AGREEMENT TRANSFER AND ADMINISTRATION AGREEMENT (this "Agreement"), dated as of June 27, 1997, among IMC-Agrico Receivables Company L.L.C., a Delaware limited liability company as transferor (the "Transferor"), IMC-AGRICO COMPANY, a general partnership formed under the laws of the State of Delaware, individually, as Seller (in such capacity the "Seller") and as collection agent (in such capacity, the "Collection Agent"), and ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company").
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 7.1. Indemnities by the Borrower 28 Section 7.2. Indemnity for Taxes, Reserves and Expenses 30 Section 7.3. Taxes 33 Section 7.4. Other Costs and Expenses; Breakage Costs 36 Section 7.5. Payment 37 Section 8.1. Term of Agreement 37 Section 8.2. Waivers; Amendments 37 Section 8.3. Notices 38 Section 8.4. Governing Law; Submission to Jurisdiction; Integration 40 Section 8.5. Severability; Counterparts 41 Section 8.6. Successors and Assigns 41 Section 8.7. Waiver of Confidentiality 43 Section 8.8. Confidentiality Agreement 43 Section 8.9. Liability of Owner Trustee 43 Section 8.10. No Bankruptcy Petition Against the Lender 44 Section 8.11. No Recourse Against Lender 44 Section 8.12. Assignment by Lender to Conduit Assignee 44 Section 8.13. Assignment by Lender to Program Support Provider 45
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 86 SECTION 8.1. Indemnities by the Transferor . . . . . . . . . . . . 86 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses. . . . . . 90 SECTION 8.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 93 SECTION 8.4. Other Costs, Expenses and Related Matters . . . .
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Indemnities by the SPV 50 Section 9.2 Indemnities by the Servicer 51 Section 9.3 Indemnity for Taxes, Reserves and Expenses 52 Section 9.4 Taxes 53 Section 9.5 Status of Investors 54
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 63 SECTION 9.1. Indemnities by the SPV. . . . . . . . . . . . . . . . . . . .63 SECTION 9.2. Indemnity for Taxes, Reserves and Expenses. . . . . . . . . .66 SECTION 9.3. Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . .68 SECTION 9.4. Other Costs and Expenses; Breakage Costs. . . . . . . . . . .69 SECTION 9.5. Reconveyance Under Certain Circumstances. . . . . . . . . . .69 SECTION 9.6. Indemnities by the Master Servicer. . . . . . . . . . . . . .70
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 39 SECTION 8.1. Indemnities by the Originator.................................... 39 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses....................... 40 SECTION 8.3. Other Costs, Expenses and Related Matters........................ 41 SECTION 8.4. Reconveyance Under Certain Circumstances......................... 41
