NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
RECITALS INCORPORATED IN AGREEMENT; DEFINITIONS
Section 1.1 Recitals. The above Recitals are hereby incorporated herein by reference.
Section 1.2 Definitions. Capitalized terms used, but not otherwise defined herein, shall have the following meanings:
(a) Accrued Principal Paydown Amount shall have the meaning set forth in Section 3.2(a)(vi)a.
(b) Additional Collections Account shall have the meaning set forth in Section 2.8(a).
(c) Additional Servicer Collections Account shall have the meaning set forth in Section 2.8(a).
(d) Additional Funding Account shall have the meaning set forth in Section 2.8(b).
(e) Administrative Agent shall have the meaning set forth in the Senior Facility.
(f) Affiliate shall mean, as to any Person, any other Person (i) that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, (ii) who is a director or officer (A) of such Person, (B) of any Subsidiary of such Person, or (C) of any Person described in clause (i) above with respect to such Person, or (iii) which, directly or indirectly through one or more intermediaries, is the beneficial or record owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, as the same is in effect on the date hereof) of ten percent (10%) or more of any class of the outstanding voting securities or other equity or ownership interests of such Person.
(g) Agreement shall have the meaning set forth in the Preamble to this Agreement.
(h) Allocated Eligible Receivable shall mean any Eligible Receivable with respect to which a Purchaser has purchased an Eligible Participation.
(i) Allocated Volume shall have the meaning set forth in Section 2.9.
(j) Applicable Law shall mean any and all federal, state, local and/or foreign statutes, ordinances, rules, regulations, court orders and decrees, administrative orders and decrees, and other legal requirements of any type applicable to the Receivables, Eligible Receivables, Eligible Participations, Program Documents, Seller or Servicer, whether in its capacity as servicer, holder or originator of the Receivables, including, but not limited to, in each case, as applicable, Credit Protection Laws, credit disclosure laws and regulations, the Fair Labor Standards Act, and state and federal usury laws.