Common use of INDEMNIFICATION; EXPENSES; RELATED MATTERS Clause in Contracts

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 LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporation, as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ATLANTICUS SERVICES CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the “Issuer”).

INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 75 SECTION 5.1 9.1 Indemnities by the Transferor 36 SPV 75 SECTION 5.2 9.2 Indemnity for Taxes, Reserves and Expenses 77 SECTION 9.3 Taxes 38 79 SECTION 5.3 9.4 Mitigation Obligations 80 SECTION 9.5 Other Costs and Expenses; Breakage Costs 81 SECTION 9.6 Indemnities by the Servicer 39 82 SECTION 9.7 Contest Rights 82 ARTICLE VI X THE AGENTS 82 SECTION 10.1 Appointment and Authorization of Agents 82 SECTION 10.2 Delegation of Duties 83 SECTION 10.3 Liability of Agents 83 SECTION 10.4 Reliance by Agents 83 SECTION 10.5 Notice of Termination Event, Potential Termination Event or Servicer Default 84 SECTION 10.6 Credit Decision; Disclosure of Information by the Agents 84 SECTION 10.7 Indemnification of the Agents 84 SECTION 10.8 Agent in Individual Capacity 85 SECTION 10.9 Resignation of Facility Agent 85 SECTION 10.10 Payments by the Agents 86 SECTION 10.11 Liquidity Agreement 86 ARTICLE XI THE BACKUP SERVICER 86 SECTION 11.1 Representations of Backup Servicer 86 SECTION 11.2 Merger or Consolidation of, or Assumption of the Obligations of Backup Servicer 87 SECTION 11.3 Backup Servicer Resignation and Removal 87 SECTION 11.4 Obligations of Backup Servicer 88 SECTION 11.5 Backup Servicer Compensation 88 SECTION 11.6 Duties and Responsibilities 89 ARTICLE XII THE CUSTODIAN 90 SECTION 12.1 Custodian and Custodial Agreement 90 ARTICLE XIII MISCELLANEOUS 41 90 SECTION 6.1 13.1 Term of Agreement; Survival 41 Agreement 90 SECTION 6.2 13.2 Waivers; Amendments 41 90 SECTION 6.3 13.3 Notices; Payments 42 Payment Information 91 SECTION 6.4 13.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 91 SECTION 6.5 13.5 Integration 44 92 SECTION 6.6 13.6 Severability of Provisions 44 92 SECTION 6.7 13.7 Counterparts; Facsimile Delivery 45 92 SECTION 6.8 13.8 Successors and Assigns; Binding Effect; Stapled Transfers Effect 92 SECTION 13.9 Waiver of Offered Notes 45 Confidentiality 95 SECTION 6.9 13.10 Confidentiality 45 Agreement 95 SECTION 6.10 13.11 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 Conduit Lender 96 SECTION 6.11 13.12 No Recourse Against Issuer 46 Conduit Lenders, Stockholders, Officers or Directors 96 SECTION 6.12 Limitation 13.13 No Recourse Against Stockholders, Officers, Members or Directors of Liability 46 SECTION 6.13 Amounts Limited to Available Collections 46 ARTICLE VII THE AGENT 46 SECTION 7.1 Authorization the SPV, the Originator, the Servicer 97 Schedules Schedule I Commitment Amount Schedule 3.1(i) Location of Certain Offices 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(xRecords Schedule 3.1(s) List of Beneficial Owners Lock-Box Banks and Lock-Box Accounts, Collection Account Information Schedule 3.1(aa) Perfection Representations Schedule 7.2(c) Scope of Issuer SCHEDULE 4.1(ee) List Servicer Audit Schedule 13.3 Notice and Payment Information Exhibits Exhibit A Form of Affiliated Agreements SCHEDULE 4.1(ff) List Assignment and Assumption Agreement Exhibit B Form of Deposit Accounts SCHEDULE 4.2(y) List Contract[s] Exhibit C Credit and Collection Policies and Practices Exhibit D Form of Investment Property CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED Borrowing Request Exhibit E Form of Compliance Certificate Exhibit F Form of Servicer Report Exhibit G Form of Borrowing Base Certificate Exhibit H Form of Promissory Note Exhibit I Form of Joinder Agreement Exhibit J Form of Notice of Loan Reduction LOAN AND FILED SEPARATELY WITH THE SECURITIES ADMINISTRATION AGREEMENT This LOAN 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 ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of June 13, 2011, is entered into by and among TSO-Fortiva Notes Holdco LPCCG RECEIVABLES V, LLC, a Delaware limited partnership, as an investor liability company (together with its successors and permitted assigns, the “InvestorsSPV”), TSO-Fortiva Certificate Holdco LPCOMMERCIAL CREDIT GROUP INC., a Delaware corporation, individually (“CCG”) and as initial Servicer, PORTFOLIO FINANCIAL SERVICING COMPANY, a Delaware corporation, as Backup Servicer, FAIRWAY FINANCE COMPANY, LLC, a Delaware limited partnershipliability company (“Fairway”), as Lender, together with the other financial institutions as may from time to time become party hereto as Lenders or Administrators, BMO CAPITAL MARKETS CORP., a Delaware corporation, as the holder of the Class A Trust Certificate (the “Certificateholder”) TSO-Fortiva Notes Holdco LPAdministrator for Fairway, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATIONBMO CAPITAL MARKETS CORP., a Nevada Delaware corporation, as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ATLANTICUS SERVICES CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the “Issuer”)Facility Agent.

INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 SECTION 5.1 Section 9.1 Indemnities by the Transferor 36 SECTION 5.2 Taxes 38 SECTION 5.3 SPV 70 Section 9.2 Indemnities by the Servicer 39 73 Section 9.3 Indemnity for Taxes, Reserves and Expenses 74 Section 9.4 Taxes 76 Section 9.5 Status of Investors 77 Section 9.6 Other Costs and Expenses; Breakage Costs 78 Section 9.7 Mitigation Obligations 79 Section 9.8 FATCA Compliance 79 TABLE OF CONTENTS (continued) Page ARTICLE VI X THE AGENT Section 10.1 Appointment and Authorization of Agent 80 Section 10.2 Delegation of Duties 80 Section 10.3 Liability of Agents and Managing Agents 80 Section 10.4 Reliance by Agent 81 Section 10.5 Notice of Termination Event, Potential Termination Event or Servicer Default 81 Section 10.6 Credit Decision; Disclosure of Information by the Agent 82 Section 10.7 Indemnification of the Agent 82 Section 10.8 Agent in Individual Capacity 83 Section 10.9 Resignation of Agents 83 Section 10.10 Payments by the Agent 83 ARTICLE XI MISCELLANEOUS 41 SECTION 6.1 Section 11.1 Term of Agreement; Survival 41 SECTION 6.2 Agreement 84 Section 11.2 Waivers; Amendments 41 SECTION 6.3 84 Section 11.3 Notices; Payments 42 SECTION 6.4 Payment Information 85 Section 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 SECTION 6.5 85 Section 11.5 Integration 44 SECTION 6.6 86 Section 11.6 Severability of Provisions 44 SECTION 6.7 86 Section 11.7 Counterparts; Facsimile Delivery 45 SECTION 6.8 86 Section 11.8 Successors and Assigns; Binding Effect; Stapled Transfers Effect 86 Section 11.9 Waiver of Offered Notes 45 SECTION 6.9 Confidentiality 45 SECTION 6.10 89 Section 11.10 Confidentiality Agreement 90 Section 11.11 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 Conduit Investor 90 Section 11.12 No Recourse Against Issuer 46 SECTION 6.12 Limitation 90 Section 11.13 No Proceedings; Limitations on Payments 90 Section 11.14 Amendment and Restatement 91 Schedule Schedule 4.1(d) Perfection Representations, Warranties and Covenants Exhibits Exhibit A Form of Liability 46 SECTION 6.13 Amounts Limited to Available Collections 46 ARTICLE VII THE AGENT 46 SECTION 7.1 Authorization Assignment 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 Assumption Agreement Exhibit B Tradenames of Transferor EXHIBIT [Reserved] 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 Form 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 Request Exhibit D Form of Servicer Report Exhibit E Form of SPV Secretary’s Certificate Exhibit F Forms of Originator/Servicer Secretary’s Certificate This PURCHASE AGREEMENT, dated as of February 8, 2017 Amended and Restated Transfer and Administration Agreement (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is dated as of September 30, 2013, 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 LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporation, as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ATLANTICUS SERVICES CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the “Issuer”).among:

INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 76 SECTION 5.1 9.1 Indemnities by the Transferor 36 SPV. 76 SECTION 5.2 Taxes 38 9.2 Indemnity for Taxes, Reserves and Expenses. 78 SECTION 5.3 9.3 Taxes. 80 SECTION 9.4 Mitigation Obligations. 81 SECTION 9.5 Other Costs and Expenses; Breakage Costs. 82 SECTION 9.6 Indemnities by the Servicer. 83 SECTION 9.7 Contest Rights. 83 ARTICLE X THE AGENTS 83 SECTION 10.1 Appointment and Authorization of Agents. 83 SECTION 10.2 Delegation of Duties. 84 SECTION 10.3 Liability of Agents. 84 SECTION 10.4 Reliance by Agents. 84 SECTION 10.5 Notice of Termination Event, Potential Termination Event or Servicer 39 Default. 84 SECTION 10.6 Credit Decision; Disclosure of Information by the Agents. 85 SECTION 10.7 Indemnification of the Agents. 85 SECTION 10.8 Agent in Individual Capacity. 86 SECTION 10.9 Resignation of Facility Agent. 86 SECTION 10.10 Payments by the Agents. 86 ARTICLE VI XI THE BACKUP SERVICER 87 SECTION 11.1 Representations of Backup Servicer. 87 SECTION 11.2 Merger or Consolidation of, or Assumption of the Obligations of, Backup Servicer. 88 SECTION 11.3 Backup Servicer Resignation and Removal. 88 SECTION 11.4 Obligations of Backup Servicer. 89 SECTION 11.5 Backup Servicer Compensation. 89 SECTION 11.6 Duties and Responsibilities. 89 ARTICLE XII THE CUSTODIAN 90 SECTION 12.1 Custodian and Custodial Agreement. 90 ARTICLE XIII MISCELLANEOUS 41 91 SECTION 6.1 13.1 Term of Agreement; Survival 41 . 91 SECTION 6.2 13.2 Waivers; Amendments 41 Amendments. 91 SECTION 6.3 13.3 Notices; Payments 42 Payment Information. 92 SECTION 6.4 13.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 Agent. 92 SECTION 6.5 Integration 44 13.5 Integration. 93 SECTION 6.6 13.6 Severability of Provisions 44 Provisions. 93 SECTION 6.7 13.7 Counterparts; Facsimile Delivery 45 Delivery. 93 SECTION 6.8 13.8 Successors and Assigns; Binding Effect; Stapled Transfers . 93 SECTION 13.9 Waiver of Offered Notes 45 Confidentiality. 95 SECTION 6.9 13.10 Confidentiality 45 Agreement. 95 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 13.11 Reserved. 96 SECTION 6.11 No Recourse Against Issuer 46 13.12 Reserved. 96 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 Capacity13.13 Reserved. 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 LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporation, as transferor (together with its successors and permitted assigns in such capacity, the “Transferor”), ATLANTICUS SERVICES CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the “Issuer”).96

INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 SECTION 5.1 8.1. Indemnities by the Transferor 36 57 SECTION 5.2 Taxes 38 8.2. Indemnity for Taxes, Reserves and Expenses 59 SECTION 5.3 Indemnities by the Servicer 39 8.3. Other Costs, Expenses and Related Matters 62 SECTION 8.4. Reconveyance Under Certain Circumstances 62 ii ARTICLE VI IX MISCELLANEOUS 41 SECTION 6.1 9.1. Term of Agreement; Survival 41 Agreement 63 SECTION 6.2 9.2. Waivers; Amendments 41 63 SECTION 6.3 Notices; Payments 42 9.3. Notices 63 SECTION 6.4 9.4. Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 Integration 65 SECTION 6.5 Integration 44 9.5. Severability; Counterparts 66 SECTION 6.6 Severability of Provisions 44 SECTION 6.7 Counterparts; Facsimile Delivery 45 SECTION 6.8 9.6. Successors and Assigns; Binding Effect; Stapled Transfers Assigns 66 SECTION 9.7. Waiver of Offered Notes 45 Confidentiality 66 SECTION 6.9 9.8. Confidentiality 45 Agreement 67 SECTION 6.10 9.9. 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 Company 67 SECTION 6.11 9.10. No Recourse Against Issuer 46 Stockholders, Officers and Directors 68 SECTION 6.12 Limitation 9.11. Characterization 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 the Transactions Contemplated by the Agreement 68 EXHIBITS EXHIBIT A Increase Notice Form of Contract EXHIBIT B Tradenames of Transferor Credit and Collection Policies and Practices EXHIBIT C Permitted Transferee List of Lock-Box Banks EXHIBIT D Senior Facility Requirements SCHEDULE A Form of Lock-Box Agreement EXHIBIT E Form of Investor Report EXHIBIT F Form of Transfer Certificate EXHIBIT G Certain Definitions SCHEDULE 4.1(x) EXHIBIT H List of Beneficial Owners Actions and Suits EXHIBIT I [Reserved] EXHIBIT J [Reserved] EXHIBIT K Form of Issuer SCHEDULE 4.1(ee) List Opinion of Affiliated Agreements SCHEDULE 4.1(ff) List Counsel for the Transferor iii EXHIBIT L Form of Deposit Accounts SCHEDULE 4.2(y) List Responsible Officer's Certificate EXHIBIT M Form of Investment Property CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED Company Certificate iv TRANSFER AND FILED SEPARATELY WITH THE SECURITIES ADMINISTRATION AGREEMENT TRANSFER AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This PURCHASE AGREEMENTADMINISTRATION AGREEMENT (this "Agreement"), dated as of February 8October 31, 2017 (as amended1994, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is by and among TSObetween IMC-Fortiva Notes Holdco LPAGRICO COMPANY, a Delaware limited partnership, as an investor (together with its successors and permitted assigns, general partnership formed under the “Investors”), TSO-Fortiva Certificate Holdco LP, a Delaware limited partnership, as the holder laws of the Class A Trust Certificate (the “Certificateholder”) TSO-Fortiva Notes Holdco LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporationState of Delaware, as transferor (together with its successors and permitted assigns in such capacity, the “"Transferor”") and as collection agent (in such capacity, the "Collection Agent"), ATLANTICUS SERVICES and ENTERPRISE FUNDING CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer Delaware corporation (the “Issuer”"Company").

INDEMNIFICATION; EXPENSES; RELATED MATTERS. 36 SECTION 5.1 8.1. Indemnities by the Transferor 36 68 SECTION 5.2 Taxes 38 8.2. Indemnity for Taxes, Reserves and Expenses 70 SECTION 5.3 Indemnities by the Servicer 39 8.3. Other Costs, Expenses and Related Matters 73 SECTION 8.4. Reconveyance Under Certain Circumstances 74 ARTICLE VI IX MISCELLANEOUS 41 SECTION 6.1 9.1. Term of Agreement; Survival 41 Agreement 75 SECTION 6.2 9.2. Waivers; Amendments 41 75 SECTION 6.3 Notices; Payments 42 9.3. Notices 75 SECTION 6.4 9.4. Governing Law; Submission to Jurisdiction; Appointment of Service Agent 43 Integration 77 SECTION 6.5 Integration 44 9.5. Severability; Counterparts 78 SECTION 6.6 Severability of Provisions 44 SECTION 6.7 Counterparts; Facsimile Delivery 45 SECTION 6.8 9.6. Successors and Assigns; Binding Effect; Stapled Transfers Assigns 78 SECTION 9.7. Waiver of Offered Notes 45 Confidentiality 78 SECTION 6.9 9.8. Confidentiality 45 Agreement 79 SECTION 6.10 9.9. 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 Company 80 SECTION 6.11 9.10. No Recourse Against Issuer 46 Stockholders, Officers or Directors 80 SECTION 6.12 Limitation 9.11. Characterization 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 the Transactions Contemplated by the Agreement 80 EXHIBITS EXHIBIT A Increase Notice Form of Contract EXHIBIT B Tradenames 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 C Permitted Transferee EXHIBIT D Senior Facility Requirements SCHEDULE A Definitions SCHEDULE 4.1(x) H-2 List of Beneficial Owners Action and Suits of Issuer SCHEDULE 4.1(ee) List Seller EXHIBIT I [Reserved] EXHIBIT J [Reserved] EXHIBIT K Form of Affiliated Agreements SCHEDULE 4.1(ff) List Opinion of Deposit Accounts SCHEDULE 4.2(y) List Counsel for the Seller, Collection Agent and Transferor EXHIBIT L-1 Form of Investment Property CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED 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 FILED SEPARATELY WITH THE SECURITIES ADMINISTRATION AGREEMENT TRANSFER AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This PURCHASE AGREEMENTADMINISTRATION AGREEMENT (this "Agreement"), dated as of February 8June 27, 2017 (as amended1997, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is by and among TSOIMC-Fortiva Notes Holdco LPAgrico Receivables Company L.L.C., 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 LP, as agent (together with its successors and permitted assigns, the “Agent”), PERIMETER FUNDING CORPORATION, a Nevada corporation, liability company as transferor (together with its successors 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 permitted assigns as collection agent (in such capacity, the “Transferor”"Collection Agent"), ATLANTICUS SERVICES and ENTERPRISE FUNDING CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the “Servicer”) and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer Delaware corporation (the “Issuer”"Company").