Exhibit 10.2
EXECUTION COPY
STANDARD DEFINITIONS
“ Account Intermediary
” shall have the meaning specified in the preamble to the
Indenture.
“ Accumulation Interval
” shall have the meaning specified in the definition of
“Cash Accumulation Event”.
“ ACH Form ” shall
mean the ACH authorization form executed by Obligors substantially
in the form attached as Exhibit C to the Transfer
Agreement.
“ Act ” shall have
the meaning specified in Section 1.4 of the Indenture.
“ Additional Servicing
Compensation ” shall mean any late fees related to late
payments on the Timeshare Loans, any non-sufficient funds fees, any
processing fees and any Liquidation Expenses collected by the
Servicer and any unpaid out-of-pocket expenses incurred by the
Servicer during the related Due Period.
“ Adjusted Note Balance
” shall equal, for any Class of Notes, the Outstanding Note
Balance of such Class of Notes immediately prior to such Payment
Date, less any Note Balance Write-Down Amounts as of such Payment
Date; provided, however, to the extent that for purposes of
consents, approvals, voting or other similar act of the Noteholders
under any of the Transaction Documents, “Adjusted Note
Balance” shall exclude Notes which are held by Silverleaf or
any Affiliate thereof.
“ Adverse Claim ”
shall mean any claim of ownership or any lien, security interest,
title retention, trust or other charge or encumbrance, or other
type of preferential arrangement having the effect or purpose of
creating a lien or security interest, other than the interests
created under the Indenture in favor of the Indenture Trustee and
the Noteholders.
“ Affiliate ”
shall mean any Person: (a) which directly or indirectly
controls, or is controlled by, or is under common control with such
Person; (b) which directly or indirectly beneficially owns or
holds five percent (5%) or more of the voting stock of such Person;
or (c) for which five percent (5%) or more of the voting stock
of which is directly or indirectly beneficially owned or held by
such Person. The term “control” means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise.
“ Aggregate Initial Note
Balance ” is equal to the sum of the Initial Note
Balances for all Classes of Notes.
“ Aggregate Loan Balance
” means the sum of the Loan Balances for all Timeshare Loans
(except Defaulted Timeshare Loans).
“ Aggregate Outstanding Note
Balance ” is equal to the sum of the Outstanding Note
Balances for all Classes of Notes.
“ Assignment of Mortgage
” shall mean, with respect to a Mortgage Loan, a written
assignment of one or more Mortgages from the related Originator or
Seller to the Indenture Trustee, for the benefit of the
Noteholders, relating to one or more Timeshare Loans in recordable
form, and signed by an Authorized Officer of all necessary parties,
sufficient under the laws of the jurisdiction wherein the related
Timeshare Property is located to give record notice of a transfer
of such Mortgage and its proceeds to the Indenture Trustee.
“ Association ”
shall mean the timeshare owners’ association responsible for
managing a Resort.
“ Assumption Date
” shall have the meaning specified in the Backup Servicing
Agreement.
“ Authorized Officer
” shall mean, with respect to any corporation, limited
liability company or partnership, the Chairman of the Board, the
President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer, Managing Member and
each other officer of such corporation or limited liability company
or the general partner of such partnership specifically authorized
in resolutions of the Board of Directors of such corporation or
managing member of such limited liability company to sign
agreements, instruments or other documents in connection with the
Transaction Documents on behalf of such corporation, limited
liability company or partnership, as the case may be.
“ Available Funds
” shall mean for any Payment Date, (A) all funds on
deposit in the Collection Account after making all transfers and
deposits required from (i) the Lockbox Account pursuant to the
Lockbox Agreement, (ii) the General Reserve Account pursuant
to Section 3.2(b) of the Indenture, (iii) the Originator
or the Servicer, as the case may be, pursuant to Section 4.5
of the Indenture, and (iv) the Servicer pursuant to the
Indenture, plus (B) all investment earnings on funds on
deposit in the Collection Account from the immediately preceding
Payment Date through such Payment Date, less (C) amounts on
deposit in the Collection Account related to collections related to
any Due Periods subsequent to the Due Period related to such
Payment Date, less (D) any Additional Servicing Compensation
on deposit in the Collection Account.
“ Backup Servicer
” shall mean Wells Fargo Bank, National Association, a
national association, and its permitted successors and
assigns.
“ Backup Servicing
Agreement ” shall mean the backup servicing agreement,
dated as of June 1, 2008, by and among the Issuer, the
Servicer, the Backup Servicer and the Indenture Trustee, as the
same may be amended, supplemented or otherwise modified from time
to time.
“ Backup Servicing Fee
” shall on each Payment Date be equal to the greater of (i)
$2,500 or (ii) the product of one-twelfth of 0.04% and the
Aggregate Loan Balance as of the first day of the related Due
Period.
“ Bankruptcy Code
” shall mean the federal Bankruptcy Code, as amended (Title
11 of the United States Code).
“ Benefit Plan ”
shall mean (A) an “employee benefit plan” as
defined in Section 3(3) of ERISA that is subject to Title I,
Part 4 of ERISA, (B) a “plan” as defined in
Section 4975(e)(1)
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of the
Code, (C) an entity whose underlying assets are deemed to
include “plan assets” of any of the foregoing under
United States Department of Labor Regulation §2510.3-101 (as
modified by Section 3(42) of ERISA), by reason of investment
by an employee benefit plan or plan in such entity or (D) a
plan that is subject to Similar Law.
“ Benefit Plan Investor
” shall mean (A) an “employee benefit plan”
within the meaning of Section 3(3) of ERISA that is subject to
ERISA, (B) any “plan” described in
Section 4975(e)(1) of the Code or (C) any entity whose
underlying assets include “plan assets” of any of the
foregoing by reason of an employee benefits plan’s or other
plan’s investment in such entity.
“ Book-Entry Note
” shall mean a beneficial interest in the Notes, ownership
and transfers of which shall be made through book-entries by the
Depository.
“ Business Day ”
shall mean any day other than (i) a Saturday, a Sunday, or
(ii) a day on which banking institutions in New York City,
Wilmington, Delaware, the State of Texas, the city in which the
Servicer is located or the city in which the Corporate Trust Office
of the Indenture Trustee is located are authorized or obligated by
law or executive order to be closed.
“ Cash Accumulation
Event ” shall exist on any Determination Date, if
(i) the Three Month Rolling Average of Serviced Timeshare Loan
Delinquency Ratios exceeds 10.0% or (ii) the Cumulative
Default Level as of the last day of any Due Period specified below
exceeds the following parameters (each indicated 3-Due Period
interval, an “Accumulation Interval”):
| |
|
|
|
Due Period |
|
Cumulative Default Level % |
| 1-3 |
|
1.26% |
| 4-6 |
|
4.39% |
| 7-9 |
|
7.36% |
| 10-12 |
|
9.55% |
| 13-15 |
|
11.34% |
| 16-18 |
|
13.39% |
| 19-21 |
|
15.40% |
| 22-24 |
|
16.59% |
| 25-27 |
|
17.56% |
| 28-30 |
|
18.47% |
| 31-33 |
|
19.58% |
| 34-36 |
|
20.27% |
| 37-39 |
|
20.75% |
| 40-42 |
|
21.13% |
| 43 and thereafter |
|
21.23% |
The Cash Accumulation Event described
in clause (i) above will continue until, on the last day of
each of the two Due Periods immediately following the Due Period
during which such
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Cash
Accumulation Event occurred, the Three Month Rolling Average of
Serviced Timeshare Loan Delinquency Ratios does not exceed 10.0%.
The Cash Accumulation Event described in clause (ii) above shall be
deemed to be continuing until, on the last Business Day of each of
the two Accumulation Intervals immediately following the
Accumulation Interval during which such Cash Accumulation Event
occurred, the Cumulative Default Level remains below the limits
described above.
“ Cede & Co. ”
shall mean the initial registered holder of the Notes, acting as
nominee of The Depository Trust Company.
“ Class ” shall
mean, as the context may require, any of the Class A Notes,
Class B Notes, Class C Notes, Class D Notes,
Class E Notes, Class F Notes or Class G Notes.
“ Class A Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class A Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class A Notes on such Payment Date.
“ Class B Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class B Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class B Notes on such Payment Date.
“ Class C Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class C Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class C Notes on such Payment Date.
“ Class D Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class D Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class D Notes on such Payment Date.
“ Class E Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class E Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class E Notes on such Payment Date.
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“ Class F Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class F Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class F Notes on such Payment Date.
“ Class G Notes
” shall have the meaning specified in the Recitals of the
Issuer in the Indenture.
“ Class G Principal
Distribution Amount ” shall mean, with respect to any
Payment Date, the Principal Distribution Amount payable to the
Holders of the Class G Notes on such Payment Date.
“ Clearstream ”
shall mean Clearstream Banking, société
anonyme , a limited liability company organized under the laws
of Luxembourg.
“ Closing Date ”
shall mean June 6, 2008.
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended from time to
time and any successor statute, together with the rules and
regulations thereunder.
“ Collateral ”
shall have the meaning specified in the Granting Clause of the
Indenture.
“ Collateral Liquidation
Distribution Amount Shortfall ” shall have the meaning
specified in Section 1, paragraph (iv) of the
Guaranty.
“ Collateral Liquidation
Event ” shall have the meaning specified in
Section 6.6(b) of the Indenture.
“ Collection Account
” shall mean the account established and maintained by the
Indenture Trustee pursuant to Section 3.2(a) of the
Indenture.
“ Collection Policy
” shall mean the collection policies of the initial servicer
in effect on the Closing Date, as may be amended from time to time
in accordance with the Servicing Standard.
“ Completed Unit ”
shall mean a Unit at a Resort which has been fully constructed and
furnished, has received a valid permanent certificate of occupancy
(if required under applicable laws, rules or regulations), is ready
for occupancy and is subject to a time share declaration.
“ Confidential
Information ” means information obtained by any
Noteholder including, without limitation, the Preliminary
Confidential Offering Circular dated May 29, 2008 or the
Confidential Offering Circular dated June 5, 2008 related to
the Notes and the Transaction Documents, that is proprietary in
nature and that was clearly marked or labeled as being confidential
information of the Issuer, the Servicer or their Affiliates,
provided that such term does not include information that
(a) was publicly known or otherwise known to the Noteholder
prior to the time of such disclosure, (b) subsequently
becomes, publicly known through no act or
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omission
by such Noteholder or any Person acting on its behalf,
(c) otherwise becomes known to the Noteholder other than
through disclosure by the Issuer, the Servicer or their Affiliates,
(d) any other public disclosure authorized by the Issuer or the
Servicer, the U.S. Federal income tax treatment of the offering of
the notes and any fact that may be relevant to understanding the
tax treatment (the “Tax Structure”) and all materials
of any kind (including opinions or other tax analyses) that are
provided to the Issuer, the Initial Purchaser and each prospective
investor relating to such tax treatment and Tax Structure.
“ Confidential Offering
Circular ” shall mean the confidential offering circular
dated June 5, 2008 related to the Notes and Transaction
Documents.
“ Continued Errors
” shall have the meaning specified in Section 5.4 of the
Indenture.
“ Contribute ”
shall have the meaning specified in Section 2(a) of the Transfer
Agreement.
“ Contribution ”
shall have the meaning specified in Section 2(a) of the Transfer
Agreement.
“ Controlling Person
” shall mean a person (other than a Benefit Plan Investor)
that has discretionary authority or control with respect to the
assets of the Issuer, or who provides investment advice for a fee
(direct or indirect) with respect to such assets, or any affiliate
of such a person.
“ Corporate Trust Office
” shall mean the office of the Indenture Trustee located in
the State of Minnesota, which office is at the address set forth in
Section 13.3 of the Indenture.
“ Credit Policy ”
shall mean the credit and underwriting policies of the Originator
in effect on the Closing Date.
“ Cumulative Default
Level ” shall mean for any date, an amount equal to the
sum of the Loan Balances of all Timeshare Loans that became
Defaulted Timeshare Loans since the Cut-Off Date (less the Loan
Balances of Defaulted Timeshare Loans that subsequently became
current prior to such date of determination which are still subject
to the lien of the Indenture at such time), divided by the Cut-Off
Date Aggregate Loan Balance (expressed as a percentage).
“ Custodial Agreement
” shall mean the custodial agreement, dated as of
June 1, 2008 by and among the Issuer, the Servicer, the Backup
Servicer, the Indenture Trustee and Custodian, as the same may be
amended, supplemented or otherwise modified from time to time
providing for the custody and maintenance of the Timeshare Loan
Files relating to the Timeshare Loans.
“ Custodian ”
shall mean Wells Fargo Bank, National Association, a national
banking association, or its permitted successors and assigns.
“ Custodian Fees ”
shall mean for each Payment Date, the fee payable by the Issuer to
the Custodian in accordance with the Custodial Agreement.
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“ Cut-Off Date ”
shall mean, with respect to (i) the Initial Timeshare Loans,
the Initial Cut-Off Date, and (ii) any Qualified Substitute
Timeshare Loan, the related Subsequent Cut-Off Date.
“ Cut-Off Date Aggregate
Loan Balance ” shall mean the aggregate of the Loan
Balances, as of the Initial Cut-Off Date, of all Timeshare Loans
pledged pursuant to the Indenture on the Closing Date.
“ Cut-Off Date Loan
Balance ” shall mean the Loan Balance of a Timeshare Loan
on the related Cut-Off Date.
“ Default ” shall
mean an event which, but for the passage of time, would constitute
an Event of Default under the Indenture.
“ Default Acceleration
Event ” shall have the meaning specified in
Section 6.6(b) of the Indenture.
“ Default Level ”
means, for any Due Period, the sum of the outstanding principal
balances due under or in respect of all Timeshare Loans that became
Defaulted Loans during such Due Period and have not been
repurchased or substituted by the last day of such Due Period (less
the Loan Balances of Defaulted Timeshare Loans that subsequently
became current during such Due Period which are still subject to
the lien of the Indenture at such time), divided by the Aggregate
Loan Balance on the first day of such Due Period.
“ Default Purchase Price
” shall be equal to the greater of (i) the fair market
value of such Default Timeshare Loan as determined by the
Originator in its commercially reasonable judgment or
(ii) fifteen percent (15%) of the original acquisition price
paid for the Timeshare Property by the Obligor under such Defaulted
Timeshare Loan, as limited by the Optional Purchase Limit.
“ Defaulted Timeshare
Loan ” is any Timeshare Loan for which any of the
earliest following events may have occurred: (i) the Servicer
has commenced cancellation or forfeiture actions on the related
Timeshare Loan after collection efforts have failed in accordance
with its credit and collection policies, (ii) as of the last
day of any Due Period, all or part of a scheduled payment under the
Timeshare Loan is more than 120 days delinquent from the due
date, or (iii) the Servicer obtains actual knowledge that a
bankruptcy event has occurred with respect to the related
Obligor.
“ Defective Timeshare
Loan ” shall have the meaning specified in
Section 4.5 of the Indenture.
“ Deferred Interest
Amount ” shall mean, with respect to a Class of Notes and
a Payment Date, the sum of (i) interest accrued at the related
Note Rate during the related Interest Accrual Period on such Note
Balance Write-Down Amounts applied in respect of such Class and
(ii) any unpaid Deferred Interest Amounts from any prior
Payment Date, together with interest thereon at the applicable Note
Rate from the date any such Note Balance Write-Down Amount was
applied in respect of such Class, to the extent permitted by
law.
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“ Definitive Note
” shall have the meaning specified in Section 2.2 of the
Indenture.
“ Delinquent Timeshare
Loan ” means, with respect to any Timeshare Loan as of
any date, a Timeshare Loan under which all or part of a scheduled
payment is 31 or more days delinquent from the due date and which
is not a Defaulted Timeshare Loan.
“ Depository ”
shall mean an organization registered as a “clearing
agency” pursuant to Section 17A of the Exchange Act. The
initial Depository shall be The Depository Trust Company.
“ Depository Agreement
” shall mean the letter of representations dated as of
June 5, 2008, by and among the Issuer, the Indenture Trustee
and the Depository.
“ Depository Participant
” shall mean a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges securities deposited with
the Depository.
“ Determination Date
” shall mean, with respect to a Payment Date, the day that is
five Business Days prior to such Payment Date.
“ Direction Letter
” shall have the meaning set forth in the Escrow
Agreement.
“ DTC ” shall mean
The Depository Trust Company, and its permitted successors and
assigns.
“ Due Period ”
shall mean with respect to any Payment Date, the immediately
preceding calendar month; for the Initial Payment Date, the period
from and including April 24, 2008 to May 31, 2008.
“ Eligible Bank Account
” shall mean a segregated account, which may be an account
maintained with the Indenture Trustee, which is either
(a) maintained with a depositary institution or trust company
whose long-term unsecured debt obligations are rated at least
“A” by Fitch and “A2” by Moody’s and
whose short-term unsecured obligations are rated at least
“A-1” by Fitch and “P-1” by Moody’s;
or (b) a trust account or similar account maintained at the
corporate trust department of the Indenture Trustee.
“ Eligible Investments
” shall mean one or more of the following:
(a) obligations of, or guaranteed as
to timely payment of principal and interest by, the United States
or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United States;
(b) federal funds, certificates of
deposit, time deposits and bankers’ acceptances, each of
which shall not have an original maturity of more than
90 days, of any depository institution or trust company
incorporated under the laws of the United States or any state;
provided that the long-term unsecured debt obligations of such
depository institution or trust company at the date of acquisition
thereof have been rated
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no lower than
“A2” by Moody’s; and provided, further, that the
short-term obligations of such depository institution or trust
company shall be rated “A-1+” by S&P;
(c) commercial paper or commercial
paper funds (having original maturities of not more than
90 days) of any corporation incorporated under the laws of the
United States or any state thereof; provided that any such
commercial paper or commercial paper funds shall be rated in the
highest short-term rating category by each Rating Agency;
(d) any no-load money market fund
rated (including money market funds managed or advised by the
Indenture Trustee or an Affiliate thereof)
“AAAm/AAAm-G” or higher by S&P; provided that,
Eligible Investment obligations purchased from funds in the
Eligible Bank Accounts shall include only such or securities that
either may be redeemed daily or mature no later than the Business
Day next preceding the next Payment Date;
(e) demand and time deposits in,
certificates of deposit of, bankers’ acceptances issued by,
or federal funds sold by any depository institution or trust
company (including the Indenture Trustee or any Affiliate of the
Indenture Trustee, acting in its commercial capacity) incorporated
under the laws of the United States of America or any State thereof
and subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment, the
commercial paper or other short-term deposits of such depository
institution or trust company are rated at least P-1 by
Moody’s and at least A-1 by S&P;
and
provided, further, that (i) no instrument shall be an Eligible
Investment if such instrument evidences a right to receive only
interest payments with respect to the obligations underlying such
instrument, and (ii) no Eligible Investment may be purchased
at a price in excess of par. Eligible Investments may include those
Eligible Investments with respect to which the Indenture Trustee or
an Affiliate thereof provides services.
“ Eligible Timeshare
Loan ” shall mean a Timeshare Loan which meets all of the
criteria set forth in Schedule I of the Transfer
Agreement and Schedule I of the Loan Sale
Agreement.
“ ERISA ” shall
mean the Employee Retirement Income Security Act of 1974, as
amended.
“ Errors ” shall
have the meaning specified in Section 5.4 of the
Indenture.
“ Escrow Agent ”
shall mean Chicago Title Insurance Company.
“ Escrow Agreement
” shall mean the escrow and closing agreement, dated as of
June 1, 2008, by and among the Servicer, the Issuer, the
Indenture Trustee, the Custodian, and the Escrow Agent, as the same
may be amended or supplemented from time to time.
“ Euroclear ”
shall mean Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or its successor in such capacity.
“ Event of Default
” shall have the meaning specified in Section 6.1 of the
Indenture.
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“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended.
“ Finance Agreement
” shall mean a purchase and finance agreement between an
Obligor and the Originator pursuant to which such Obligor finances
the purchase of Oak N’ Spruce Certificates.
“ Fitch ” shall
mean Fitch Ratings, a subsidiary of Fitch, Inc.
“ Force Majeure Event
” shall mean the occurrence at a single Resort of damage to
over 25% of the Units as the result of a fire, hurricane,
earthquake, flood, tornado, landslide, tsunami and/or impact
event.
“ Force Majeure Loan
” shall mean a Timeshare Loan that has been the subject of a
Force Majeure Event.
“ Force Majeure Purchase
Limit ” shall mean, with respect to the purchase of a
Force Majeure Loan by the Originator, on any date, (x) 10% of
the Cut-Off Date Aggregate Loan Balance less (y) the aggregate
Loan Balances of the Force Majeure Loans previously purchased by
the Originator.
“ Force Majeure Purchase
Price ” shall mean the fair market value of a Force
Majeure Loan as determined by the Originator in its commercially
reasonable judgment.
“ Foreclosure Properties
” shall have the meaning specified in Section 5.3(b) of
the Indenture.
“ General Reserve
Account ” shall mean the account maintained by the
Indenture Trustee pursuant to Section 3.2(b) of the
Indenture.
“ General Reserve Account
Initial Deposit ” shall mean an amount equal to 5.00% of
the Aggregate Loan Balance as of the Initial Cut-Off Date.
“ General Reserve Account
Required Balance ” shall mean the lesser of (I)
(a) if no Cash Accumulation Event has occurred and is
continuing, the greater of (x) 3.00% of the Cut-Off Date
Aggregate Loan Balance or (y) 7.50% of the Aggregate Loan
Balance at such time and (b) if a Cash Accumulation Event has
occurred and is continuing, the greater of (x) 5.00% of the
Cut-Off Date Aggregate Loan Balance or (y) the product of
(i) the Aggregate Loan Balance as of the last day of the
immediately preceding Due Period and (ii) 20.00% and
(II) the Outstanding Note Balance on such Payment Date after
the distributions of principal in respect of the Notes on such
Payment Date.
“ Global Note ”
shall have the meaning specified in Section 2.2 of the
Indenture.
“ Governmental Authority
” shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
“ Guarantor ”
shall mean Silverleaf in its capacity as guarantor under the
Guaranty.
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“ Guaranty ” shall
mean the guaranty, dated as of June 1, 2008, issued by the
Guarantor.
“ Grant ” shall
mean to grant, bargain, convey, assign, transfer, mortgage, pledge,
create and grant a security interest in and right of set-off
against, deposit, set over and confirm.
“ Highest Lawful Rate
” shall have the meaning specified in Section 3 of the
Transfer Agreement and Section 3 of the Loan Sale Agreement,
as applicable.
“ Holder ” or
“ Noteholder ” shall mean a holder of a
Class A Note, a Class B Note, a Class C Note, a
Class D Note, a Class E Note, a Class F Note or a
Class G Note.
“ Indebtedness ”
means, with respect to any Person at any time,
(a) indebtedness or liability of such Person for borrowed
money whether or not evidenced by bonds, debentures, notes or other
instruments, or for the deferred purchase price of property or
services (including trade obligations); (b) obligations of
such Person as lessee under leases which should be, in accordance
with generally accepted accounting principles, recorded as capital
leases; (c) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA;
(d) obligations issued for or liabilities incurred on the account
of such Person; (e) obligations or liabilities of such Person
arising under acceptance facilities; (f) obligations of such
Person under any guarantees, endorsements (other than for
collection or deposit in the ordinary course of business) and other
contingent obligations to purchase, to provide funds for payment,
to supply funds to invest in any Person or otherwise to assure a
creditor against loss; (g) obligations of such Person secured
by any lien on property or assets of such Person, whether or not
the obligations have been assumed by such Person; or
(h) obligations of such Person under any interest rate or
currency exchange agreement.
“ Indemnified Amounts
” shall have the meaning specified in Section 8 of the
Transfer Agreement and Section 8 of the Loan Sale Agreement,
as applicable.
“ Indemnified Parties
” shall have the meaning specified in Section 8 of the
Transfer Agreement and Section 8 of the Loan Sale Agreement,
as applicable.
“ Indenture ”
shall mean the indenture, dated as of June 1, 2008, by and
among the Issuer, the Servicer, the Backup Servicer and the
Indenture Trustee.
“ Indenture Trustee
” shall mean Wells Fargo Ba
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