Definitions from Credit Agreement
This Credit Agreement, dated as of December 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), Wells Fargo Securities, LLC, as administrative agent for the Lenders (the Administrative Agent), and Wells Fargo Bank, National Association, as account bank (in such capacity, the Account Bank), collateral custodian (in such capacity, the Collateral Custodian) and backup servicer (in such capacity, the Backup Servicer).
Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Account Restructuring Date means the earliest date on which the following events have occurred, subject to approval by the Administrative Agent: (i) the lenders in the Senior Revolver have approved Bank of America and Regional Management entering into the Security Agreement, the Master Deposit Account Control Agreement, the Wells Fargo Deposit Account Control Agreement and amending the Intercreditor Agreement and (ii) the Security Agreement, the Master Deposit Account Control Agreement, the Wells Fargo Account Control Agreement and the amendment to the Intercreditor Agreement have been duly executed and delivered by each of the parties thereto. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means any Secured Party or any Affiliate thereof. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling or controlled have meanings correlative to the foregoing. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loan Balance, (ii) all accrued but unpaid Interest, (iii) all amounts due and owing or accrued but unpaid to the Secured Parties, the Account Bank, the Collateral Custodian and the Backup Servicer and (iv) all other Obligations owed (whether due or accrued) by the Borrower and the Servicer under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Amount Financed means, with respect to a Receivable, the aggregate amount advanced under the related Contract towards the purchase price of the related Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of a Contract and related costs. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Applicable Law means, with respect to any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Dodd-Frank Act, the Federal Truth-in-Lending Act, Regulations B and Z of the CFPB, the Securities Act and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line actions of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction. Approved Lienholder means any lienholder set forth on Schedule I hereto. Assignment and Acceptance means an assignment and acceptance