INDEMNIFICATION; EXPENSES; RELATED MATTERS. 53 SECTION 7.1 Indemnities by the Transferor.................................................53 SECTION 7.2 Indemnity for Reserves and Expenses...........................................56 TABLE OF CONTENTS (cont'd) Page SECTION 7.3 Indemnity for Taxes...........................................................58 SECTION 7.4 Other Costs, Expenses and Related Matters.....................................59 ARTICLE VII I......................................................................................61
INDEMNIFICATION; EXPENSES; RELATED MATTERS. SECTION 8.1. Indemnities by the Transferor 57 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses 59 SECTION 8.3. Other Costs, Expenses and Related Matters 62 SECTION 8.4. Reconveyance Under Certain Circumstances 62 ii ARTICLE IX MISCELLANEOUS SECTION 9.1. Term of Agreement 63 SECTION 9.2. Waivers; Amendments 63 SECTION 9.3. Notices 63 SECTION 9.4. Governing Law; Submission to Jurisdiction; Integration 65 SECTION 9.5. Severability; Counterparts 66 SECTION 9.6. Successors and Assigns 66 SECTION 9.7. Waiver of Confidentiality 66 SECTION 9.8. Confidentiality Agreement 67 SECTION 9.9. No Bankruptcy Petition Against the Company 67 SECTION 9.10. No Recourse Against Stockholders, Officers and Directors 68 SECTION 9.11. Characterization of the Transactions Contemplated by the Agreement 68 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 List of Actions and Suits EXHIBIT I [Reserved] EXHIBIT J [Reserved] EXHIBIT K Form of Opinion of Counsel for the Transferor iii EXHIBIT L Form of Responsible Officer's Certificate EXHIBIT M Form of Company Certificate iv TRANSFER AND ADMINISTRATION AGREEMENT TRANSFER AND ADMINISTRATION AGREEMENT (this "Agreement"), dated as of October 31, 1994, between IMC-AGRICO COMPANY, a general partnership formed under the laws of the State of Delaware, as transferor (in such capacity, the "Transferor") and as collection agent (in such capacity, the "Collection Agent"), and ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company").
INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 Indemnities by the SPV 71 Section 9.2 Indemnities by the Servicer 74 Section 9.3 Indemnity for Taxes, Reserves and Expenses 75 Section 9.4 Taxes 77 Section 9.5 Status of Investors 78 Section 9.6 Other Costs and Expenses; Breakage Costs 79 Section 9.7 Mitigation Obligations 80 Section 9.8 FATCA Compliance 80 ARTICLE X THE AGENT Section 10.1 Appointment and Authorization of Agent 81 -iii- TABLE OF CONTENTS (continued) Page Section 10.2 Delegation of Duties 81 Section 10.3 Liability of Agents and Managing Agents 81 Section 10.4 Reliance by Agent 82
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 8.1. Indemnities by the Transferor . . . . . . . . . . . . 98 SECTION 8.2. Indemnity for Taxes, Reserves and Expenses . . . . . . . . . . . . . . . 102 SECTION 8.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 105 SECTION 8.4. Other Costs, Expenses and Related Matters . . . . . . . . . . . . . . . . . . . . . . 106 SECTION 8.5. Reconveyance Under Certain Circumstances . . . . . . . . . . . . . . . . . . . 107 ARTICLE IX THE AGENT; THE ENTERPRISE AGENT; BANK COMMITMENT
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 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 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
