EX-10.71 SERIES 2000-VFC SUPPLEMENT Dated as of January 28, 2000 to POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement |
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Exhibit 10.71
NAVISTAR FINANCIAL SECURITIES CORPORATION
Seller
NAVISTAR FINANCIAL CORPORATION
Servicer
and
THE BANK OF NEW YORK
Master Trust Trustee
on behalf of the Series 2000-VFC Certificateholders
SERIES 2000-VFC SUPPLEMENT
Dated as of January 28, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of June 8, 1995
Floating Rate Dealer Note Asset Backed Certificates, Series 2000-VFC
DEALER NOTE MASTER TRUST
TABLE OF CONTENTS
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SERIES 2000-VFC SUPPLEMENT TO POOLING AND SERVICING AGREEMENT
SERIES 2000-VFC SUPPLEMENT dated as of January 28, 2000 (the “Series Supplement”), by and among NAVISTAR FINANCIAL SECURITIES CORPORATION, a Delaware corporation, as Seller (the “Seller”), NAVISTAR FINANCIAL CORPORATION, a Delaware corporation, as Servicer (the “Servicer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the “Master Trust Trustee”) under the Pooling and Servicing Agreement, dated as of June 8, 1995 (as amended and supplemented, the “Agreement”) among the Seller, the Servicer, the Master Trust Trustee and The Chase Manhattan Bank (formerly know as Chemical Bank), as trustee under the 1990 Trust Agreement.
Section 6.09 of the Agreement provides that the Seller may from time to time direct the Master Trust Trustee to issue, on behalf of the Master Trust, one or more new Series of Investor Certificates representing fractional undivided interests in the Master Trust. The Principal Terms of any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Master Trust Trustee shall create a new Series of Investor Certificates and specify the Principal Terms thereof.
CREATION OF SERIES 2000-VFC AND THE SERIES 2000-VFC CERTIFICATES
SECTION 1.01 Designation .
(a) There is hereby created a new Series pursuant to the Agreement and this Series Supplement to be known as the “Floating Rate Dealer Note Asset Backed Certificates Series 2000-VFC.” The interest of the Investor Certificateholders in Series 2000-VFC shall be represented by the Series 2000-VFC Certificates. The Series 2000-VFC Certificates are a series of variable funding certificates, meaning that their Funded Amount may be increased from time to time during the Revolving Period as Incremental Fundings are made under the Certificate Purchase Agreement and may be decreased from time to time, as Investor Principal Collections or certain other funds are distributed to the Series 2000-VFC Certificateholders for that purpose. The Funded Amount of the Series 2000-VFC may not at any time exceed the Maximum Funded Amount.
(b) If any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern with respect to Series 2000-VFC.
SECTION 1.02 Incremental Fundings . Incremental Fundings may occur on any Distribution Date to the extent provided in the Certificate Purchase Agreement. Upon any Incremental Funding, the Funded Amount, the Series Allocation Percentage, the Floating Allocation Percentage and other terms will be reset to the extent provided herein and in the Certificate Purchase Agreement.
SECTION 1.03 Optional Early Pay Out .
(a) On any Funding Change Date falling in the Revolving Period, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with Shared Principal Collections as provided in Section 4.03(e) of the Agreement; provided, however that such prepayment shall not be permitted unless all due (or if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full.
(b) In addition, on any Business Day, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with the proceeds from issuance of a new Series issued substantially contemporaneously with such prepayment; provided, however that such prepayment shall not be permitted unless all due (or, if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full.
(c) Servicer shall not give notice of any prepayment pursuant to Section 1.03(a) unless the Master Trust has funds sufficient to make such prepayment on the day notice is given and shall not give notice of any prepayment pursuant to Section 1.03(b) unless the Seller has obtained binding commitments which may be subject to customary conditions from one or more persons to purchase the new series in such amounts as will yield the net proceeds necessary to make the prepayment.
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DEFINITIONS
SECTION 2.01 Definitions .
(a) Whenever used in this Series Supplement, the following words and phrases shall have the following meanings:
“Accrual Period” shall mean with respect to any Distribution Date, if Monthly Interest is to be calculated on the basis of the CP Rate, the related Due Period and if Monthly Interest is to be calculated on the basis of the Alternate Rate, the related Distribution Period.
“Additional Amounts” shall have the meaning specified in the Certificate Purchase Agreement.
“ Adjusted Invested Amount ” shall mean, with respect to any Distribution Date, an amount (which shall never be less than zero) equal to the Initial Invested Amount as of the related Determination Date, plus the Available Subordinated Amount as of the end of the related Transfer Date, plus the amount of any Incremental Funding to be made on that Distribution Date, if any, minus the aggregate amount of Investor Charge-Offs since the end of the Revolving Period not reimbursed on or prior to such Distribution Date; provided that, for purposes of calculating the Series Allocation Percentage, the Series 2000-VFC shall be deemed to have been outstanding as of January 25, 2000 with respect to allocations of Principal Collections and related concepts and as of December 26, 1999 with respect to Finance Charge Collections and related concepts, in each case with an Adjusted Invested Amount of $346,500,000.
“ Administrative Agent ” shall have the meaning specified in the Certificate Purchase Agreement.
“ Amortization Period ” shall mean, unless an Early Amortization Event shall have occurred prior thereto, the period commencing on the Amortization Period Commencement Date, and ending upon the first to occur of (a) the commencement of an Early Amortization Period, (b) the payment in full to Series 2000-VFC Certificateholders of the outstanding Funded Amount and (c) the Series Termination Date.
“ Amortization Period Commencement Date ” shall mean the first day of the Due Period occurring after the Purchase Expiration Date then in effect.
“ Amortizing Due Period ” shall have the meaning specified in Section 4.12.
“ Available Certificateholder Interest Collections ” shall mean, with respect to any Due Period, the sum of (a) Investor Finance Charge Collections for such Due Period and (b) Investment Income for that Due Period.
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“ Available Draw Funds” shall have the meaning specified in Section 4.05(b).
“ Available Seller’s Finance Charge Collections ” shall mean, with respect to any Due Period, an amount equal to the product of (a) the excess of (i) the Seller’s Percentage for such Due Period over (ii) the result (if positive) of the Excess Seller’s Percentage for such Due Period minus the Required Excess Seller Interest Percentage and (b) Series Allocable Finance Charge Collections for such Due Period; provided , however , that Available Seller’s Finance Charge Collections shall be zero for any Due Period to the extent the Available Subordinated Amount equals or is reduced to zero on the Transfer Date related to such Due Period.
“ Available Seller’s Principal Collections ” shall mean, with respect to any Business Day, an amount equal to the product of (a) the excess of (i) the Seller’s Percentage for the Due Period in which such Business Day occurs over (ii) the Excess Seller’s Percentage for such Due Period and (b) Series Allocable Principal Collections for such Business Day; provided , however , that Available Seller’s Principal Collections shall be zero for any Business Day to the extent the Available Subordinated Amount equals or is reduced to zero on the Transfer Date immediately preceding such Business Day.
“ Available Subordinated Amount ” shall mean for each Transfer Date (before giving effect to all adjustments in the Available Subordinated Amount thereto on such Transfer Date), the lesser of (i) the Maximum Subordinated Amount as of such Transfer Date (or, in the case of the first Transfer Date after the Closing Date $46,500,000) and (ii) the sum of (a) the Available Subordinated Amount as of the end of the preceding Transfer Date and (b) any Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any.
“Average Coverage Differential” shall be determined, on any Determination Date, by reference to the Coverage Differentials for each of the related Due Period and the three immediately preceding Due Periods, and shall equal the sum of the three highest such Coverage Differentials divided by three. Average Coverage Differential shall be expressed as a percentage, and shall be rounded to the nearest one-hundredth of a percentage point.
“Business Day” shall mean, with respect to Series 2000-VFC, any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, Chicago, Illinois, or the city in which the Corporate Trust Office is located, or in connection with the determination of LIBOR, London, England, are authorized or obligated by law or executive order to be closed or remain closed.
“Certificate Purchase Agreement” shall mean the Certificate Purchase Agreement, dated as of the Closing Date, among the Seller, the Servicer and the other parties thereto, as amended, supplemented or otherwise modified from time to time.
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“Certificate Rate” shall mean, for any Distribution Date, the percentage equivalent of a fraction (a) the numerator of which is the product of (i) Monthly Interest to be paid on the Distribution Date (excluding any portion thereof consisting of Monthly Interest carried over from the prior Distribution Date and interest on such unpaid Monthly Interest), and (ii) a fraction, the numerator of which is 365 and the denominator of which is the number of days in which such Monthly Interest was calculated and (b) the denominator of which is the weighted average Funded Amount for such Accrual Period.
“ Closing Date ” shall mean January 28, 2000.
“Coverage Differential” shall mean, with respect to any Due Period, the result of (a) the Portfolio Yield for such Due Period minus (b) the sum of (i) the Certificate Rate for the related Distribution Date and (ii) one percent (1%). Coverage Differential shall be expressed as a percentage, and shall be rounded to the nearest one-hundredth of a percentage point.
“ Deficiency Amount ” shall have the meaning specified in Section 4.05(a).
“ Draw Amount ” shall mean, with respect to any Transfer Date, the least of (a) the Deficiency Amount for such Transfer Date, (b) the Available Subordinated Amount as of the end of the preceding Transfer Date plus any Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any, and (c) Available Draw Funds for such Transfer Date.
“ Early Amortization Event ” shall mean, with respect to Series 2000-VFC, any event specified in Section 9.01(c) of the Agreement, together with any additional Early Amortization Event specified in Section 6.01 of this Series Supplement, but shall not mean any other event specified in Section 9.01 of the Agreement.
“ Early Amortization Period ” shall mean an Early Amortization Period with respect to Series 2000-VFC that occurs as a result of any event specified in Section 9.01(c) of the Agreement or any Early Amortization Event specified in Section 6.01 of this Series Supplement.
“Early Amortization Period Shortfall Amount” shall have the meaning specified in Section 4.08(e).
“Eligible Investments” shall mean
(a) book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form having (except in the case of clause (iv) below) remaining maturities occurring not later than the Distribution Date next succeeding the Master Trust Trustee’s acquisition thereof, except as otherwise described herein, that evidence:
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(i) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;
(ii) demand deposits, time deposits or certificates of deposit of, or bankers’ acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the Master Trust’s investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person or entity other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P;
(iii) commercial paper having, at the time of the Master Trust’s investment or contractual commitment to invest therein, a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P;
(iv) investments in money market funds or common trust funds having a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P or otherwise approved in writing by the Administrative Agent (including funds for which the Master Trust Trustee or any of its affiliates is investment manager or advisor, so long as such fund shall have such rating);
(v) repurchase obligations (x) with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case, entered into with a depository institution or trust company (acting as principal) described in clause (ii) or (y) the counterparty for which has a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P, the collateral for which is held by a custodial bank for the benefit of the Master Trust or the Master Trust Trustee, is marked to market daily and is maintained in an amount that exceeds the amounts of such repurchase obligation, and which required liquidation of the collateral immediately upon the amount of such
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collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall); or
(vi) commercial paper master notes where the issuer has, at the time of the Master Trust’s investment or contractual commitment to invest therein, a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P; and
(b) any other investment consisting of a financial asset that by its terms converts to cash within a finite period of time approved by the Administrative Agent.
Unless approved by the Administrative Agent, Eligible Investments of funds in the Series Principal Account and the Liquidity Reserve Account will be subject to the following additional restrictions: (x) no more than the greater of (A) $1,000,000 and (B) 20% of the aggregate Eligible Investments in all such accounts collectively shall be obligations of or investments in any single issuer (except that such 20% limitation shall not apply to Eligible Investments of the type specified in clause (a)(i)); and (y) each Eligible Investment shall be denominated and be payable solely in U.S. dollars, shall bear interest at a specified rate that is, or is based upon, LIBOR or a commercial paper rate, shall entitle the holder to a fixed principal amount at maturity and shall have a yield that is not inversely or disproportionately affected by changes in interest rates.
“ Excess Seller’s Percentage ” shall mean, with respect to any Due Period, a percentage (which percentage shall never be less than 0% nor more than 100%) equal to the excess of (a) the Seller’s Percentage for such Due Period, over (b) the percentage equivalent (which percentage shall never be less than 0% nor more than 100%) of a fraction, the numerator of which is the Available Subordinated Amount as of the end of the related Transfer Date, plus any Incremental Subordinated Amount with respect to the Distribution Date related to such Transfer Date, if any, and the denominator of which is the product of (x) the sum of the aggregate principal amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the immediately preceding Due Period and (y) the Series 2000-VFC Allocation Percentage for the Due Period for which the Excess Seller’s Percentage is being calculated.
“ Excess Seller’s Principal Collections ” shall mean, with respect to any Business Day during a Due Period, the product of (a) Series Allocable Principal Collections for such Business Day and (b) the Excess Seller’s Percentage for such Due Period.
“ Expected Payment Date ” shall mean the Distribution Date in the calendar month beginning six months after the Amortization Period Commencement Date.
“ Floating Allocation Percentage ” shall mean, with respect to any Due Period , the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
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of which is the Invested Amount as of the immediately preceding Distribution Date (after giving effect to all increases and reductions thereof on such Distribution Date) and the denominator of which is the product of (a) the sum of the aggregate principal amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the immediately preceding Due Period, and (b) the Series 2000-VFC Allocation Percentage for the Due Period for which the Floating Allocation Percentage is being calculated.
“ Funded Amount ” shall have the meaning specified in the Certificate Purchase Agreement.
“ Funding Change Date ” shall mean any Distribution Date.
“ Incremental Funded Amount ” shall mean the amount of the increase in the Funded Amount occurring as a result of any Incremental Funding, which amount shall equal the aggregate amount of the purchase prices paid with respect to such Incremental Funding pursuant to the Certificate Purchase Agreement.
“ Incremental Funding ” shall have the meaning specified in the Certificate Purchase Agreement.
“ Incremental Funding Reserve Account ” shall have the meaning specified in Section 4.02(d)(i).
“ Incremental Funding Reserve Deposit Amount ” shall mean (a) zero, with respect to any Distribution Date on which the Incremental Funded Amount is zero; and (b) with respect to any Distribution Date on which the Incremental Funded Amount is greater than zero, the positive difference of (x) the product of (i) the Incremental Funded Amount, (ii) the Certificate Rate for such Distribution Date, (iii) 1.25 and (iv) a fraction, the numerator of which is the actual number of days remaining in the Due Period in which such Distribution Date occurs, including such Distribution Date, and the denominator of which is 360; and (y) the balance in the Incremental Funding Reserve Account after giving effect to any withdrawals therefrom on such Distribution Date.
Incremental Subordinated Amount” shall mean, with respect to any Distribution Date on which there is an Incremental Funding, the product of (i) the Incremental Funded Amount on such Distribution Date and (ii) the Subordinated Percentage.
“ Initial Funded Amount” shall mean $300,000,000.
“ Initial Invested Amount ” shall mean, on any Determination Date (for purposes of any reference in the Pooling and Servicing Agreement to the “Initial Invested Amount” or the “initial invested amount” of a Series), (a) during the Revolving Period, the Invested Amount as of
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such date or (b) during an Amortization Period or an Early Amortization Period, the Invested Amount as of the last day of the Revolving Period.
“ Initial Spread Account Required Amount ” shall mean $3,750,000.
“ Invested Amount ” shall mean, with respect to any Distribution Date, an amount (which shall never be less than zero) equal to the Funded Amount minus the sum of (i) the aggregate amount, if any, of unreimbursed Investor Charge-Offs and (ii) the aggregate amount of Series Principal Account Losses on or prior to such Distribution Date.
“Investment Income” shall mean, for any Due Period with respect to Series 2000-VFC, the sum of (i) income during such Due Period from the investment of funds on deposit in the Series Principal Account and the Spread Account and (ii) the product of (a) the Series Allocation Percentage for such Due Period and (b) income from the investment of funds on deposit in the Collections Account and the Excess Funding Account.
“Investor Charge-Off” shall have the meaning specified in Section 4.06.
“ Investor Dealer Note Losses ” shall mean, with respect to any Due Period, the product of (a) the Floating Allocation Percentage for such Due Period and (b) Series Allocable Dealer Note Losses for such Due Period.
“ Investor Finance Charge Collections ” shall mean, with respect to any Due Period, an amount equal to the product of (a) the Floating Allocation Percentage for such Due Period and (b) Series Allocable Finance Charge Collections for such Due Period.
“ Investor Principal Collections ” shall mean, with respect to any Business Day, the sum of (a) the product of (i) with respect to the Revolving Period, the Floating Allocation Percentage and with respect to the Amortization Period or any Early Amortization Period, the Principal Allocation Percentage, in either case for the Due Period in which such Business Day occurs and (ii) Series Allocable Principal Collections for such Business Day and (b) on any Transfer Date, the amount, if any, of Available Certificateholder Interest Collections treated as Investor Principal Collections pursuant to Sections 4.04(a)(iii) and (iv).
“ Investor Servicing Fee ” shall have the meaning specified in Section 3.01.
“LIBOR” shall have the meaning specified in the Certificate Purchase Agreement.
“Liquidity Reserve Account” shall have the meaning specified in Section 4.02(c)(i).
“ Maximum Funded Amount ” shall have the meaning specified in the Certificate Purchase Agreement.
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“Maximum Subordinated Amount” shall mean, with respect to any Transfer Date related to a Due Period, the product of (a) the Invested Amount as of the preceding Distribution Date and (b) the Subordinated Percentage; provided , however , that with respect to a Transfer Date related to a Due Period occurring during an Early Amortization Period, the Maximum Subordinated Amount shall not decline until the Invested Amount equals the Maximum Subordinated Amount, and thereafter the Maximum Subordinated Amount shall equal the Invested Amount.
“ Minimum Series 2000-VFC Seller’s Interest” shall mean, with respect to any Business Day, the sum of (a) the Available Subordinated Amount as of the end of the preceding Transfer Date, (b) the Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any, and (c) the Required Excess Seller Interest as of the end of the preceding Distribution Date.
“ Monthly Interest ” shall have the meaning specified in the Certificate Purchase Agreement.
“Monthly Servicing Fee” shall have the meaning specified in Section 3.01.
“New Vehicle Monthly Interest Rate” shall mean, with respect to any Due Period, the product of (a) the per annum rate of interest and finance charges billed by NFC during such Due Period on New Vehicle Dealer Notes and (b) the quotient of (i) the number of days during such Due Period and (ii) the actual number of days in the related calendar year.
“Non-Use Fee” shall have the meaning specified in the Certificate Purchase Agreement.
“Portfolio Yield” shall mean, with respect to any Due Period, the product of (a) the quotient of (i) Finance Charges for such Due Period and (ii) the daily average principal amount of Dealer Notes outstanding during such Due Period and (b) a fraction, the numerator of which is 365 and the denominator of which is the actual number of days elapsed during such Due Period. Portfolio Yield shall be expressed as a percentage, and shall be rounded to the nearest one-hundredth of a percentage point.
“ Principal Allocation Percentage ” shall mean, with respect to any Due Period occurring during the Amortization Period or any Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the end of the Revolving Period and the denominator of which is equal to the product of (a) the sum of the aggregate amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the Revolving Period and (b) the Series 2000-VFC Allocation Percentage for the Due Period for which the Principal Allocation Percentage is being calculated.
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“Principal Shortfall” shall mean, with respect to Series 2000-VFC, the Series 2000-VFC Principal Shortfall.
“Projected Dealer Note Income” shall mean, on any Transfer Date, an amount equal to the sum of (a) the product of (i) the principal amount of Dealer Notes financing new vehicles outstanding on such Transfer Date, (ii) the New Vehicle Monthly Interest Rate for the Due Period in which such Transfer Date occurs and (iii) the Series 2000-VFC Allocation Percentage for such Due Period and (b) the product of (i) the principal amount of Dealer Notes financing used vehicles outstanding on such Transfer Date, (ii) the Used Vehicle Monthly Interest Rate for such Due Period and (iii) the Series 2000-VFC Allocation Percentage for such Due Period.
“ Projected Monthly Interest ” shall mean, on any Transfer Date, an amount equal to the product of (a) the Certificate Rate for the related Distribution Date, (b) the Invested Amount as of the immediately preceding Distribution Date, (c) the result of (i) the actual number of days in such Accrual Period divided by (ii) 360 and (d) 1.25.
“ Projected Monthly Servicing Fee ” shall mean, on any Transfer Date with respect to the Due Period in which such Transfer Date occurs, an amount equal to one-twelfth of the product of (a) 1%, (b) the aggregate principal amount of Dealer Notes as of such Transfer Date, (c) the Series 2000-VFC Allocation Percentage for the Due Period related to such Transfer Date and (d) the Floating Allocation Percentage for the Due Period related to such Transfer Date.
“ Projected Spread ” shall mean, with respect to the Distribution Date next following the Distribution Date to which such Transfer Date relates, the sum of (a) the positive amount, if any, by which (i) the sum of (A) Projected Monthly Interest for such Distribution Date, and (B) the Projected Monthly Servicing Fee for the Due Period in which such Transfer Date occurs exceeds (ii) the Projected Dealer Note Income as of such Transfer Date and (b) 1.25% of the Invested Amount as of such Distribution Date.
“Purchase Expiration Date” shall have the meaning specified in the Certificate Purchase Agreement.
“ Reassignment Amount ” shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (a) the Invested Amount on such Distribution Date, (b) accrued and unpaid interest thereon and (c) accrued and unpaid Non-Use Fees and Additional Amounts.
“Remaining Available Seller’s Principal Calculations” shall have the meaning specified in Section 4.08(d).
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“Required Excess Seller Interest” shall mean, with respect to any Business Day, 3.0% of the Invested Amount as of the end of the preceding Distribution Date (and such percentage shall be the “ Required Excess Seller Interest Percentage ”).
“ Required Subordinated Amount ” shall mean, with respect to any Transfer Date related to a Due Period, an amount equal to 87.1% of the Maximum Subordinated Amount as of such Transfer Date.
“ Revolving Due Period ” shall have the meaning specified in Section 4.12.
“ Revolving Period ” shall mean, unless an Early Amortization Event shall have occurred prior thereto, the period beginning on the Closing Date and ending on the earlier of (a) the close of business on the Business Day immediately preceding the Amortization Period Commencement Date and (b) the close of business on the Business Day immediately preceding the day on which an Early Amortization Event occurs.
“ Seller’s Percentage ” shall mean, with respect to any Due Period, 100% minus (a) the Floating Allocation Percentage for such Due Period, when used with respect to Finance Charge Collections and Dealer Note Losses at all times or Principal Collections during the Revolving Period, and (b) the Principal Allocation Percentage for such Due Period, when used with respect to Principal Collections during the Amortization Period or any Early Amortization Period.
“ Seller’s Principal Collections ” shall mean, with respect to any Business Day, an amount equal to the sum of (a) Available Seller’s Principal Collections for such Business Day and (b) Excess Seller’s Principal Collections for such Business Day.
“ Series 2000-VFC ” shall mean the Series of Investor Certificates, the terms of which are specified in this Series Supplement.
“ Series 2000-VFC Accounts ” shall mean, collectively, the Series Principal Account, the Distribution Account maintained for the Series 2000-VFC Certificateholders, the Liquidity Reserve Account, the Incremental Funding Reserve Account and the Spread Account.
“ Series 2000-VFC Allocation Percentage ” shall mean the Series Allocation Percentage with respect to Series 2000-VFC.
“ Series 2000-VFC Certificateholders ” shall mean the holders of Series 2000-VFC Certificates.
“ Series 2000-VFC Certificateholders’ Interest ” shall mean that portion of the Certificateholders’ Interest evidenced by the Series 2000-VFC Certificates.
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“ Series 2000-VFC Certificates ” shall mean any one of the certificates executed by the Seller and authenticated by the Master Trust Trustee, substantially in the form of Exhibit A .
“Series 2000-VFC Principal Shortfall” shall equal, with respect to any Business Day during any Early Amortization Period, the excess, if any, of the Invested Amount (reduced by (i) amounts on deposit in the Series Principal Account and (ii) the aggregate amount of Series Principal Account Losses for the Due Period in which such Business Day occurs) as of the immediately preceding Distribution Date over Investor Principal Collections for such Business Day.
“ Series 2000-VFC Shared Principal Collections ” shall have the meaning specified in Section 4.09(b).
“Series 2000-VFC Shared Seller Principal Collections” shall have the meaning specified in Section 4.08(d)(iv).
“ Series Allocable Dealer Note Losses ” shall mean, with respect to any Due Period, the product of (a) the Series 2000-VFC Allocation Percentage for such Due Period and (b) Dealer Note Losses for such Due Period.
“ Series Allocable Finance Charge Collections ” shall mean, with respect to any Due Period, the product of (a) the Series 2000-VFC Allocation Percentage for such Due Period and (b) the amount of Finance Charge Collections for such Due Period.
“ Series Allocable Principal Collections ” shall mean, with respect to any Business Day, the sum of (a) the product of (i) the Series 2000-VFC Allocation Percentage for the related Due Period and (ii) the amount of Principal Collections deposited in the Collections Account on such Business Day and (b) if the Amortization Period Commencement Date occurs on such Business Day, the product of (i) the Series 2000-VFC Allocation Percentage for such Due Period and (ii) the amount of funds on deposit in the Excess Funding Account on such Amortization Period Commencement Date.
“ Series Invested Amount ” shall mean, with respect to Series 2000-VFC, the Invested Amount.
“ Series Principal Account ” shall have the meaning specified in Section 4.02(a)(i).
“Series Principal Account Losses” shall mean losses of principal on investment of funds in the Series Principal Account.
“Series Termination Date” shall mean the Distribution Date 36 months after the Expected Payment Date.
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“ Spread Account ” shall have the meaning specified in Section 4.02(b)(i).
“ Spread Account Deposit Amount ” shall mean, with respect to any Transfer Date, the amount, if any, by which the Projected Spread exceeds the amount of funds on deposit in the Spread Account.
“ Subject Month ” shall have the meaning specified in Section 4.12.
“ Subordinated Percentage ” shall mean 15.5%.
“Turnover” shall have the meaning specified in Section 6.01(k).
“Used Vehicle Monthly Interest Rate” shall mean, with respect to any Due Period, the product of (i) the per annum rate of interest and finance charges billed by NFC during such Due Period on Used Vehicle Dealer Notes and (ii) the quotient of (a) a number equal to the number of days during such Due Period and (b) the actual number of days in the related calendar year.
(b) As used in this Series Supplement and in the Agreement with respect to Series 2000-VFC, “highest investment category” shall mean (i) in the case of Standard & Poor’s, A-1+, AAA, AAAm, or AAAm-G, as applicable, and (ii) in the case of Moody’s, P-1 or Aaa, as applicable.
(c) All capitalized terms used herein and not otherwise defined herein have the same meanings ascribed to them in the Agreement or, if not defined therein, in the Certificate Purchase Agreement.
(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Series Supplement shall refer to this Series Supplement as a whole and not to any particular provision of this Series Supplement; references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Series Supplement unless otherwise specified; and the term “including” means “including without limitation.”
(e) As used in this Seri | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AGREEMENTS / CONTRACTS
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