INDEMNIFICATION; EXPENSES; RELATED MATTERS. SECTION 8.1. Indemnities by the Transferor..............................77 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses.................80 SECTION 8.3. Taxes......................................................82 SECTION 8.4. Other Costs, Expenses and Related Matters..................84 SECTION 8.5. Reconveyance Under Certain Circumstances...................85
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 SECTION 5.1 Indemnities by the Transferor 36 SECTION 5.2 Taxes 38 SECTION 5.3 Indemnities by the Servicer 39 ARTICLE VI MISCELLANEOUS 41 SECTION 6.1 Term of Agreement; Survival 41 SECTION 6.2 Waivers; Amendments 41 SECTION 6.3 Notices; Payments 42 SECTION 6.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 SECTION 6.5 Integration 44 SECTION 6.6 Severability of Provisions 44 SECTION 6.7 Counterparts; Facsimile Delivery 45 SECTION 6.8 Successors and Assigns; Binding Effect; Stapled Transfers of Offered Notes 45 SECTION 6.9 Confidentiality 45 SECTION 6.10 No Bankruptcy Petition Against the Issuer or the Transferor 46 CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SECTION 6.11 No Recourse Against Issuer 46 SECTION 6.12 Limitation of Liability 46 SECTION 6.13 Amounts Limited to Available Collections 46 ARTICLE VII THE AGENT 46 SECTION 7.1 Authorization and Action 46 SECTION 7.2 Delegation of Duties 48 SECTION 7.3 Exculpatory Provisions 48 SECTION 7.4 Reliance 48 SECTION 7.5 Non-Reliance on Agent and Other Investors and Certificateholder 48 SECTION 7.6 Reimbursement and Indemnification 49 SECTION 7.7 Agent in its Individual Capacity. 49 SECTION 7.8 Successor Agent 49 SCHEDULES AND EXHIBITS EXHIBIT A Increase Notice EXHIBIT B Tradenames of Transferor EXHIBIT C Permitted Transferee EXHIBIT D Senior Facility Requirements SCHEDULE A Definitions SCHEDULE 4.1(x) List of Beneficial Owners of Issuer SCHEDULE 4.1(ee) List of Affiliated Agreements SCHEDULE 4.1(ff) List of Deposit Accounts SCHEDULE 4.2(y) List of Investment Property CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This PURCHASE AGREEMENT, dated as of February 8, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is by and among TSO-Fortiva Notes Holdco LP, a Delaware limited partnership, as an investor (together with its successors and permitted assigns, the “Investors”), TSO-Fortiva Certificate Holdco LP, a Delaware limited partnership, as the holder of the Class A Trust Certificate (the “Certificateholder”) TSO-Fortiva Notes Holdco...
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 76 SECTION 8.1. Indemnities by the Borrower....................... 76 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses................................................... 79 SECTION 8.3. Taxes............................................. 81 SECTION 8.4. Other Costs, Expenses and Related Matters.................................................... 82
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 Indemnities by the SPV 82 Section 9.2 Indemnities by the Servicer 85 Section 9.3 Indemnity for Taxes, Reserves and Expenses 86 Section 9.4 Taxes 88 Section 9.5 Status of Investors 89 Section 9.6 Other Costs and Expenses; Breakage Costs 90 Section 9.7 Mitigation Obligations 91 Section 9.8 FATCA Compliance 91 ARTICLE X THE AGENT Section 10.1 Appointment and Authorization of Agent 92 Section 10.2 Delegation of Duties 92 Section 10.3 Liability of Agents and Managing Agents 92 Section 10.4 Reliance by Agent 93
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 Indemnities by the SPV, the Receivables Seller and each Originator. Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the SPV, the Receivables Seller and each Originator hereby agrees to indemnify the Investors, the Agent, each Class Agent, any Collateral Agent, the Program Support Providers and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, any Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them (x) in the case of the SPV, in any action or proceeding between, the SPV, the Servicer, the Receivables Seller or any Originator or any of their respective Affiliates 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, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby and (y) in the case of any Originator and/or the Receivables Seller, in any action or proceeding between such Person or any of its Affiliates 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 the Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, in each case, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) Indemnified Amounts to the extent including losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the generality of the foregoing (including clauses (i) and (ii)), the SPV, the Receivables Seller and each Originator shall indemnify each Indemnifie...
INDEMNIFICATION; EXPENSES; RELATED MATTERS. 14 SECTION 5.1 Indemnities by the Transferor 14 SECTION 5.2 Yield Protection 15 SECTION 5.3 Taxes 15 SECTION 5.4 Other Costs and Expenses; Breakage Costs 16 SECTION 5.5 Indemnities by the Servicer 16
INDEMNIFICATION; EXPENSES; RELATED MATTERS. SECTION 9.1 Indemnities by the SPV. 83 SECTION 9.2 Indemnities by the Servicer. 85 SECTION 9.3 Indemnity for Taxes, Reserves and Expenses. 87 SECTION 9.4 Taxes. 89 SECTION 9.5 Status of Investors. 90
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 8.1 Indemnities by the Transferor 6368 Section 8.2 Indemnity for Taxes, Reserves and Expenses 6470 Section 8.3 Other Costs, Expenses and Related Matters 6671 Section 8.4 Reconveyance Under Certain Circumstances 6772 Section 8.5 Indemnities by Tech Data 6772 Section 8.6 Accounting Based Consolidation Event 6773 ARTICLE IX
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 7.1. Indemnities by the Borrower 31 Section 7.2. Indemnity for Taxes, Reserves and Expenses 33 Section 7.3. Taxes 35 Section 7.4. Other Costs and Expenses; Breakage Costs 36 Section 7.5. Payment 37 ARTICLE 8 MISCELLANEOUS Section 8.1. Term of Agreement 37 Section 8.2. Waivers; Amendments 38 Section 8.3. Notices 38 Section 8.4. Governing Law; Submission to Jurisdiction; Integration 41 Section 8.5. Severability; Counterparts 42 Section 8.6. Successors and Assigns 42 Section 8.7. Waiver of Confidentiality 44 Section 8.8. Confidentiality Agreement 44 Section 8.9. Liability of Owner Trustee 45 Section 8.10. No Bankruptcy Petition Against the Lender 45 Section 8.11. No Recourse Against Lender 45 Section 8.12. Assignment by Lenders to Conduit Assignee 45 Section 8.13. Assignment by a Lender to Program Support Provider 46 Section 8.14. Surety Provider Default 46 Section 8.15. Subrogation and Cooperation 47 Section 8.16. Benefits of Agreement 47 Section 8.17. Limitation on Payments 47
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 8.1 SECTION 8.1.
