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
ii
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").
W I T N E S S E T H
WHEREAS, the Issuer intends to issue Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes, Class A-5 Notes and Class B Notes (the "Notes") and the
Class A Trust Certificate; and
WHEREAS, on the terms and subject to the conditions specified in this Agreement,
the Transfer and Servicing Agreement, the Indenture and the Indenture
Supplement, the Transferor will cause the Issuer to issue the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class A-5 Notes (the
"Offered Notes") to the Investors on the Closing Date and the Class A Trust
Certificate to the Certificateholder on the Initial Funding Date;
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1
Defined Terms. Capitalized terms used herein (including in the
preamble and recitals hereof) and not defined herein are defined in, or
incorporated by reference into, the Indenture, the Indenture Supplement or the
Transfer and Servicing Agreement, as applicable. Additionally, the following
terms shall have the following meanings for all purposes of this Agreement:
"Agent" is defined in the preamble.
"Agent Designee" is defined in Section 4.5(a).
"Agreement" is defined in the preamble.
"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et
seq., as amended.
"Board" is defined in Section 4.5(a).
"Certificateholder" is defined in the preamble.
"Class A-1 Maximum Principal Amount" means, on