This is Appendix A to the Amended and Restated Receivables Purchase Agreement dated as of November 18, 2011, among LPAC Corp., as the Seller, Lennox Industries, Inc., as the Master Servicer, Victory Receivables Corporation, as a Purchaser, MUFG, as the Administrative Agent, the MUFG Purchaser Agent and a Liquidity Bank, WFB, as the WFB Purchaser Agent and a Liquidity Bank, and PNC, as the PNC Purchaser Agent and a Liquidity Bank (as amended, supplemented or otherwise modified from time to time, this Agreement). Each reference in this Appendix A to any Section, Appendix or Exhibit refers to such Section of or Appendix or Exhibit to this Agreement.
(A) Defined Terms. As used in this Agreement, unless the context requires a different meaning, the following terms have the meanings indicated below:
A&R Sale Agreement: As defined in the Background.
Adjusted Dilution Ratio: The 12-month rolling average of the Dilution Ratio.
Administrative Agent: As defined in the preamble.
Affected Party: Each Purchaser, each Liquidity Bank, any assignee or participant of any Purchaser or any Liquidity Bank, MUFG, any successor to MUFG, as Administrative Agent or MUFG Purchaser Agent, WFB, any successor to WFB, as WFB Purchaser Agent, PNC, any successor to PNC, as PNC Purchaser Agent, or any sub-agent of any Agent.
Affiliate: With respect to any Person, any other Person controlling, controlled by, or under common control with, such Person.
Affiliated Obligor: In relation to any Obligor, an Obligor that is an Affiliate of such Obligor.
Agent: Any Purchaser Agent or the Administrative Agent.
Allied: Allied Air Enterprises LLC (f/k/a Allied Air Enterprises Inc.), a Delaware limited liability company.
Allocation Limit: As defined in Section 1.1.
Anti-Corruption Laws: All laws, rules, and regulations of any jurisdiction applicable to the Seller Parties, the Originators or their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
Asset Interest: An undivided percentage ownership interest, determined from time to time as provided in Section 1.4(b), in (i) all then outstanding Pool Receivables and (ii) all Related Assets.