The assumptions used to construct the tables are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under various prepayment scenarios. The actual characteristics and performance of the automobile loan contracts will differ from the assumptions used to construct the tables. For example, it is very unlikely that the automobile loan contracts will prepay at a constant level of ABS each monthly period until maturity or that each of the automobile loan contracts will prepay at the same level of ABS. Moreover, the automobile loan contracts have diverse terms and that fact alone could produce slower or faster principal distributions than indicated in the tables at the various constant percentages of ABS, even if the original and remaining terms to maturity of the automobile loan contracts are as assumed. Any difference between the assumptions used to construct the tables and the actual characteristics and performance of the automobile loan contracts, including actual prepayment experience or losses, will affect the percentages of initial principal amounts outstanding on any given date and the weighted average lives of each class of notes.
The percentages in the tables have been rounded to the nearest whole number. As used in the tables which follow, the weighted average life of a class of notes is determined by:
* Greater than 0.00% but less than 0.50%.
The following tables provide information relating to Exeter’s delinquency and loan loss experience for each period indicated with respect to all automobile loan contracts Exeter has originated indirectly and has serviced. This information includes the experience with respect to all automobile loan contracts in Exeter’s portfolio of automobile loan contracts serviced during each listed period, including automobile loan contracts that do not meet the criteria for inclusion in, or were otherwise excluded from, this securitization.
Exeter’s net charge-offs as an annualized percentage of average automobile loan contracts outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. Delinquency percentages, as reflected in the following delinquency experience table, are subject to periodic fluctuation based on average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Due to the target customer base, a relatively high percentage of accounts become delinquent at some point in the life of the automobile loan contract. Furthermore, a relatively high rate of account movement occurs between current and delinquent status in the portfolio.
Exeter’s policy is to charge-off an account (i) on the last day of a calendar month, if as of that date, more than 10% of any scheduled automobile loan contract payment related to such account remains unpaid for 120 days or more from the date for such payment (so long as the related financed vehicle has not been repossessed and the related obligor has not been identified on Exeter’s records as being the subject of a current bankruptcy proceeding), (ii) if the related financed vehicle has been repossessed and it has either liquidated such financed vehicle or held such financed vehicle in its inventory for more than 60 days (or up to 90 days subject to the modification of its Customary Servicing Practices) at month-end, or (iii) if such account is otherwise required to be charged-off or is deemed uncollectible in accordance with its Customary Servicing Practices. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the delinquent automobile loan contract.
During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices, unstable real estate values, declining stock market values, increasing unemployment levels, general availability of consumer credit or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles as well as weaken collateral values on certain types of automobiles. Because Exeter focuses predominately on sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these automobile loan contracts are higher than those experienced in the general automobile finance industry and could be dramatically affected by a general economic downturn.
We cannot assure you that the levels of delinquency and loss experience reflected in the following tables are indicative of the performance of the automobile loan contracts owned by the issuing entity. Because a pandemic such as the COVID-19 outbreak has not occurred in recent years, the sponsor’s historical delinquency and loan loss experience described in this prospectus is unlikely to accurately predict the performance of the automobile loan contracts in this transaction. See “Risk Factors—Adverse events arising from the coronavirus outbreak could result in delays in payment or losses on your notes.”
For purposes of the “Delinquency Experience” and “Loan Loss Experience” tables below: (i) accounts that pay in accordance with their bankruptcy payment plan are deemed to be current and not delinquent, (ii) accounts remain in delinquency until Exeter is notified of the bankruptcy case as published by the courts, (iii) figures below include losses associated with principal balance cramdown for bankrupt accounts, and (iv) automobile loan contracts sold to a third party at the time of origination are excluded from these tables.
Delinquency Experience
|
At June 30, |
At December 31, |
| | | | | | | | | | | | | |
Portfolio at end of period(1) | $9,956,211,937 | | $9,194,463,826 | $9,239,705,834 | | $8,782,982,669 | | $7,840,421,493 | | $6,302,961,564 | | $5,604,439,824 |
Period of Delinquency(2) | | | | | | | | | | | | |
31 - 60 days(3) | $952,797,541 | | $925,612,438 | $1,030,347,761 | | $989,667,591 | | $726,307,906 | | $575,755,667 | | $593,574,456 |
| 61 - 90 days | $443,230,160 | | $437,510,306 | $475,314,853 | | $490,113,188 | | $335,698,206 | | $266,224,825 | | $288,878,659 |
| 91 days or more | $213,269,683 | | $187,539,521 | $243,916,705 | | $248,945,495 | | $131,913,181 | | $112,871,567 | | $135,730,280 |
Total Delinquencies(4) | $1,609,297,384 | | $1,550,662,264 | $1,749,579,319 | | $1,728,726,273 | | $1,193,919,293 | | $954,852,059 | | $1,018,183,395 |
| Repossessed Assets | $83,111,588 | | $72,144,537 | $99,642,767 | | $81,190,578 | | $58,705,754 | | $41,273,550 | | $49,582,440 |
Total Delinquencies and Repossessed Assets(4) | $1,692,408,972 | | $1,622,806,801 | $1,849,222,086 | | $1,809,916,851 | | $1,252,625,047 | | $996,125,609 | | $1,067,765,836 |
| Total Delinquencies as a Percentage of the Portfolio | 16.16% | | 16.87% | 18.94% | | 19.68% | | 15.23% | | 15.15% | | 18.17% |
| Repossessed Assets as a Percentage of the Portfolio | 0.83% | | 0.78% | 1.08% | | 0.92% | | 0.75% | | 0.65% | | 0.88% |
| Total Delinquencies and Repossessed Assets as a Percentage of the Portfolio | 17.00% | | 17.65% | 20.01% | | 20.61% | | 15.98% | | 15.80% | | 19.05% |
_________________________
| (1) | All amounts and percentages are based on the Principal Balances of the automobile loan contracts. |
| (2) | Exeter considers an automobile loan contract delinquent when more than 10% of a contractual payment remains unpaid by the due date. The period of delinquency is based on the number of days that more than 10% of the contractual payment that was due on an automobile loan contract on a prior due date remained unpaid after that due date. |
| (3) | Amounts shown do not include automobile loan contracts which are less than 31 days delinquent. |
| (4) | Totals may not sum because of rounding. |
Loan Loss Experience
| |
Six Months Ended June 30, | | |
Fiscal Year Ended December 31, |
| | | | | | | | | | | | | | | |
Period End Principal Outstanding(1) | $9,956,211,937 | | $9,194,463,826 | | | $9,239,705,834 | | $8,782,982,669 | | $7,840,421,493 | | $6,302,961,564 | | $5,604,439,824 |
Average Month End Amount Outstanding During the Period(1) | $9,593,716,005 | | $8,965,730,849 | | | $9,103,500,325 | | $8,624,435,825 | | $7,237,939,274 | | $6,023,721,480 | | $5,060,856,113 |
Net Charge Offs(2) | $476,696,392 | | $407,127,684 | | | $936,216,274 | | $714,067,549 | | $336,196,298 | | $413,174,942 | | $435,830,345 |
Net Charge Offs as a Percentage of Period End Principal Outstanding(3) | 9.58% | | 8.86% | | | 10.13% | | 8.13% | | 4.29% | | 6.56% | | 7.78% |
| Net Charge Offs as a Percentage of Average Month End Amount Outstanding | 9.94% | | 9.08% | | | 10.28% | | 8.28% | | 4.64% | | 6.86% | | 8.61% |
_________________________
| (1) | All amounts and percentages are based on the Principal Balances of the automobile loan contracts. |
| (2) | Net charge offs equal gross charge offs minus recoveries. Gross charge-offs do not include unearned finance charges and other fees. Recoveries include repossession proceeds received from the sale of repossessed financed vehicles net of repossession expenses, refunds of unearned premiums from credit life and credit accident and health insurance and extended service contract costs obtained and financed in connection with the vehicle financing and recoveries from obligors on deficiency balances and matured loan balances. |
General
The issuing entity will issue the notes under an indenture, a form of which has been filed as an exhibit to the registration statement. In addition, a copy of the indenture will be filed with the SEC no later than the last date upon which this prospectus is required to be filed. The notes will represent debt secured by the automobile loan contracts owned by the holding trust. The following summary describes material terms of the notes and the indenture, but is not a complete description of the entire indenture.
The issuing entity will offer the publicly offered notes in minimum denominations of $1,000 and integral multiples of $1,000 in book-entry form only. Persons acquiring beneficial interests in the book-entry notes will hold their interests (i) in the United States, through The Depository Trust Company, or (ii) in Europe, through Clearstream or, with respect to the publicly offered notes and only if the sponsor satisfies any applicable conditions precedent to the holding of such notes on its system, through Euroclear. See “—Book-Entry Registration” below and “Risk Factors— Book-entry registration for the notes may reduce their liquidity” and Annex B in this prospectus. The depositor and its affiliates may buy or sell notes in the secondary market from time to time, in accordance with the terms of the indenture and applicable securities law. If the depositor or an affiliate of the depositor were to acquire notes in the secondary market, such notes may be exchanged for definitive notes. If the depositor or an affiliate of the depositor were to sell any notes acquired by it in the secondary market, such notes may become subject to additional transfer restrictions.
None of the notes will be guaranteed or insured by any governmental agency or instrumentality, the sponsor, the depositor, the servicer, the indenture trustee, or any of their respective affiliates.
Distribution Dates
Payments on the notes will be made on the fifteenth day of each month or, if the fifteenth day is not a business day, on the next following business day, by the indenture trustee, or a paying agent appointed by the indenture trustee, to the persons who are registered as noteholders at the close of business on the record date. The first distribution date will be October 15, 2024.
Only holders of record as of the close of business on the record date, which is the business day immediately preceding a distribution date, will receive payments on that distribution date. Distributions will be made in immediately available funds, by wire transfer or otherwise, to the account of a noteholder, in an amount equal to the percentage interest represented by the note held by the noteholder multiplied by the total amount to be distributed on that distribution date on account of that note. Distributions required to be made to noteholders shall be made by wire
transfer, in immediately available funds, to the account of such noteholder at a bank or other entity having appropriate facilities therefore, in accordance with written instructions provided by such noteholder to the indenture trustee pursuant to the terms of the sale and servicing agreement. The final payment distribution upon retirement of any note will be made only upon presentation and surrender of such note at the office or agency of the indenture trustee specified in the notice to noteholders of the final distribution.
Collections on the automobile loan contracts during a collection period, which is the calendar month immediately preceding the calendar month in which the related distribution date occurs or, for the first distribution date, the period after the cutoff date to the close of business on September 30, 2024 (the collection period), will be required to be remitted by the servicer to the Collection Account prior to the related distribution date and will be used to distribute payments to noteholders on that distribution date. Prior to each distribution date, the servicer will determine the amounts of principal and interest which will be due to noteholders on that distribution date.
A business day is a day other than a Saturday, Sunday or any other day on which commercial banks located in Texas, Delaware or New York or the location in which the corporate trust office of either the indenture trustee under the indenture or the owner trustee under the trust agreement are authorized or obligated to be closed.
The final scheduled distribution dates are as follows:
| • | for the Class A-1 Notes, October 15, 2025; |
| • | for the Class A-2 Notes, April 15, 2027; |
| • | for the Class A-3 Notes, March 15, 2028; |
| • | for the Class B Notes, April 16, 2029; |
| • | for the Class C Notes, January 15, 2030; |
| • | for the Class D Notes, February 18, 2031; and |
| • | for the Class E Notes, May 17, 2032. |
Payments of Interest
Interest on each class of notes will accrue during each interest period at the applicable interest rate (i) with respect to the Class A-1 Notes, from and including the distribution date occurring in the preceding calendar month—or, in the case of the first distribution date, from and including the closing date—to but excluding the distribution date occurring in the current calendar month and (ii) with respect to the notes (other than the Class A-1 Notes), from and including the fifteenth day of the preceding calendar month—or, in the case of the first distribution date, from and including the closing date—to but excluding the fifteenth day of the current calendar month. The interest accruing during an interest period will accrue on each class’s outstanding note principal amount as of the end of the prior distribution date, or, in the case of the first distribution date, as of the closing date.
Interest on the notes will be calculated (i) with respect to the Class A-1 Notes, on the basis of the actual number of days elapsed in such Interest Period, but assuming a 360-day year and (ii) with respect to the notes (other than the Class A-1 Notes), on the basis of a 360-day year consisting of twelve 30-day months.
Interest payments on the notes will be paid sequentially in alphabetical order (i.e., first to the Class A Notes, pro rata, based upon the aggregate amount of interest due to each class of the Class A Notes, second to the Class B notes, third to Class C Notes, fourth to the Class D Notes and fifth to the Class E Notes). For any distribution date, interest due but not paid on that distribution date will be due on the next distribution date. To the extent permitted by law, interest at the applicable interest rate on that unpaid amount will be due on the next distribution date.
For any distribution date, the indenture trustee will pay interest on the notes from the note distribution account after paying (i) accrued and unpaid fees to the servicer, (ii) accrued and unpaid fees expenses and indemnities due to the indenture trustee, custodian, asset representations reviewer, owner trustee, backup servicer, lockbox bank, intercreditor agent and any successor servicer under the transaction documents (subject to the aggregate limit or maximum aggregate annual limit, as applicable, described under “Description of the Transaction Documents—
Distributions—Distribution Date Payments” in this prospectus), and (iii) certain payments of principal on more senior classes of notes. See “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus.
Payments of Principal
On each distribution date, payments of principal will be distributed to the most senior Outstanding class of notes to maintain parity between the note principal amount and the Pool Balance. The principal payments made to cure this undercollateralization, if any then exists, will be made prior to the payment of interest and principal on the more subordinated classes of notes on that distribution date. See “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus.
On each distribution date, once the reserve account is fully funded, Available Funds (as defined in the Glossary) that remain following payment of all amounts pursuant to clauses 1 through 18 under “Description of the Transaction Documents—Distributions—Distribution Date Payments” below will be available to be paid as the Principal Payment Amount and will be paid to the most senior Outstanding class or classes of notes as payments of principal. These amounts will be paid under clause 19 under “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus.
The classes of notes are “sequential pay” classes. On each distribution date, all amounts allocated to the payment of principal as described in clauses 4, 5, 7, 8, 10, 11, 13, 14, 16, 17 and 19 under “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus (other than any distribution date when the priorities set forth under “Description of the Transaction Documents—Distributions—Distribution Date Payments after an Event of Default” in this prospectus are applicable) will be aggregated and will be paid out in the following order:
| • | first, the Class A-1 Notes will amortize until they are paid in full; |
| • | once the Class A-1 Notes are paid in full, the Class A-2 Notes will begin to amortize, until they are paid in full; |
| • | once the Class A-2 Notes are paid in full, the Class A-3 Notes will begin to amortize, until they are paid in full; |
| • | once the Class A-3 Notes are paid in full, the Class B Notes will begin to amortize, until they are paid in full; |
| • | once the Class B Notes are paid in full, the Class C Notes will begin to amortize, until they are paid in full; |
| • | once the Class C Notes are paid in full, the Class D Notes will begin to amortize, until they are paid in full; and |
| • | once the Class D Notes are paid in full, the Class E Notes will begin to amortize, until they are paid in full. |
In addition, any outstanding principal amount of any class of notes that has not been previously paid will be payable on the final scheduled distribution date for that class. The actual date on which the aggregate outstanding principal amount of any class of notes is paid may be earlier than the final scheduled distribution date for that class, depending on a variety of factors.
Amounts collected (i) following the occurrence of an event of default (other than an event of default related to a breach of a covenant or a representation and warranty) or (ii) upon liquidation of the trust assets that are allocated to principal will be aggregated and will be paid out in the following order: first, to the Class A-1 Notes, until the principal amount of the Class A-1 Notes is paid in full, second, to the Class A-2 Notes and the Class A-3 Notes, pro rata, based upon their respective unpaid principal amounts, until the principal amount of each such class of Class A Notes is paid in full, third, to the Class B Notes until the principal amount of the Class B Notes is paid in full, fourth, to the Class C Notes until the principal amount of the Class C Notes is paid in full, fifth, to the Class D Notes until the
principal amount of the Class D Notes is paid in full and sixth, to the Class E Notes until the principal amount of the Class E Notes is paid in full. For additional information, see “Description of the Transaction Documents—Distributions—Distribution Date Payments after an Event of Default” in this prospectus.
Optional Redemption
On any distribution date on which the Pool Balance, as of the last day of the related collection period, has declined to 5% or less of the Pool Balance as of the cutoff date, the servicer or the depositor may exercise its “clean-up call” option to purchase the automobile loan contract pool, in which case any notes that are still Outstanding may be redeemed in whole, but not in part. This redemption will cause the early retirement of the redeemed notes. The redemption price paid in respect of the notes by the servicer or the depositor, as the case may be, will equal the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the notes after giving effect to the application of Available Funds and the distributions required to be made to the noteholders and the other transaction parties on such date and (ii) the aggregate Principal Balance of the automobile loan contracts as of the last day of the related collection period.
Collections on the automobile loan contracts received after the last day of the collection period preceding the redemption date will be distributed to the servicer or the depositor, as applicable, or may be applied by the servicer or the depositor, at their option, to the payment of the redemption price.
Any Available Funds or amounts on deposit in the reserve account remaining after giving effect to the distributions required to be made to the noteholders and the other transaction parties on the redemption date for the notes will be distributed to the certificateholders.
Notice of any such redemption will be given by the servicer or the issuing entity to the engaged rating agencies and to the indenture trustee. Such notice shall be provided to the indenture trustee no later than 10 days prior to the planned redemption date.
Substitution
The servicer may permit the substitution of the vehicle financed by an automobile loan contract if the vehicle (i) is insured under a qualifying insurance policy at the time of a casualty loss that is treated as a total loss under such insurance policy, (ii) is deemed to be a “lemon” pursuant to applicable state law and repurchased by the related dealer or (iii) is the subject of an order by a court of competent jurisdiction directing the servicer to substitute another vehicle under the related automobile loan contract and certain other conditions are satisfied, so long as the original aggregate Principal Balance of all Substitution Receivables does not exceed the Substitution Limit. If this Substitution Limit is exceeded for any reason, the servicer is obligated to repurchase a sufficient number of such automobile loan contracts to cause the aggregate original Principal Balances of such Substitution Receivables to be less than the Substitution Limit.
Events of Default
The occurrence and continuance of any of the following events will constitute an event of default under the indenture:
| 1. | default in the payment of interest when it becomes due and payable on (i) any class of Class A Notes, (ii) if no Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes and (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the Class E Notes, which default, in each case, remains uncured for five days; provided, however, that if such payment default shall have been caused by a Force Majeure Event, the five day cure period shall be extended for an additional 60 calendar days; |
| 2. | default in the payment of the principal of any note on its final scheduled distribution date; provided, however, that if such payment default shall have been caused by a Force Majeure Event, such default shall not constitute an “event of default” for an additional 60 calendar days; |
| 3. | default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture (other than a default in the payment of principal of or interest on any note when due) which |
default materially and adversely affects the rights of the noteholders, and which default shall continue unremedied for a period of 45 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the servicer on behalf of the owner trustee delivers an officer’s certificate to the indenture trustee to the effect that such default is capable of remedy within 90 days or less and that the issuing entity has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the giving of written notice to the issuing entity and the indenture trustee, by the holders of at least 25% of the voting rights of the notes Outstanding or to the issuing entity by the indenture trustee, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the indenture; provided, however, that if such default shall have been caused by a Force Majeure Event, the 45 day cure period shall be extended for an additional 60 calendar days;
| 4. | any representation or warranty of the issuing entity made in the indenture, any transaction document or in any certificate or any other writing delivered pursuant to the indenture or in connection with the indenture proving to have been incorrect at the time it was made, which failure materially and adversely affects the rights of the noteholders and which default shall continue unremedied for a period of 45 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the servicer on behalf of the owner trustee delivers an officer’s certificate to the indenture trustee to the effect that such default is capable of remedy within 90 days or less and that the issuing entity has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the giving of written notice to the issuing entity and the indenture trustee, by the holders of at least 25% of the voting rights of the notes Outstanding or to the issuing entity by the indenture trustee, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the indenture; provided, however, that if such default shall have been caused by a Force Majeure Event, the 45 day cure period shall be extended for an additional 60 calendar days; |
| 5. | the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the issuing entity or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the issuing entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the issuing entity’s affairs, and such decree or order shall remain unstayed and in effect for 60 consecutive days; and |
| 6. | the commencement by the issuing entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the issuing entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the issuing entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the issuing entity or for any substantial part of the Trust Estate, or the making by the issuing entity of any general assignment for the benefit of creditors, or the failure by the issuing entity generally to pay its debts as such debts become due, or the taking of action by the issuing entity in furtherance of any of the foregoing. |
If an event of default has occurred and is continuing, the indenture trustee shall, if so requested in writing by the Majority Noteholders (as defined in the Glossary), declare that the notes become due and payable at par, together with accrued interest. Prior to the declaration of the acceleration of the notes, the Majority Noteholders may waive any event of default or unmatured event of default and its consequences, except a default (i) in the payment of principal of or interest on any of the notes or (ii) in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each note.
Upon the occurrence of an event of default, the indenture trustee shall, if so requested in writing by the Majority Noteholders (subject to limitations set forth in the indenture), accelerate the notes, exercise remedies or liquidate the holding trust property or trust property in whole or in part, on any date or dates following the event of default. The indenture trustee shall not cause the liquidation of the holding trust property or trust property unless (i) the event of default is a default in the payment of interest on the most senior class of notes then Outstanding, (ii) the event of default is a default in the payment of the principal of any note on its final scheduled distribution date or (iii) any of (a) noteholders representing 100% of the Outstanding amount of the notes consent thereto, or (b) the proceeds
of such sale or liquidation distributable to the noteholders will be sufficient to discharge in full all amounts then due and unpaid on such notes for principal and interest or (c) the indenture trustee determines that the holding trust property and trust property, in the aggregate, will not continue to provide sufficient funds for the payment of principal of and interest on the notes as they would have become due if the notes had not been accelerated and the indenture trustee provides notice to the issuing entity (who shall deliver such notice to the engaged rating agencies) and obtains the consent of noteholders representing at least 66‑2/3% of the Outstanding amount of the notes.
Book-Entry Registration
Upon issuance, the notes will be available in book-entry form or definitive form, as described in this prospectus. Investors in the book-entry notes may hold their notes (i) in the United States, through The Depository Trust Company or DTC, or (ii) in Europe, through Clearstream or, with respect to the publicly offered notes and only if the sponsor satisfies any applicable conditions precedent to the holding of such notes on its system, through, Euroclear. Each of Clearstream and Euroclear in turn hold securities through DTC, if they are participants of those systems, or indirectly through organizations that are participants in those systems. See “Risk Factors—Book-entry registration for the notes may reduce their liquidity” in this prospectus. Such notes will be issued as fully-registered notes registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One global note will be issued to represent each $500,000,000 of aggregate principal amount of notes of the same issue, and will be deposited with DTC. Additional global notes will be issued to represent any remaining principal amount of the issue.
The notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven calendar day settlement. Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations. Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.
Non-U.S. holders of global securities will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants, or Direct Participants, deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited notes, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of definitive notes. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, or Indirect Participants. DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each note, or a “beneficial owner,” is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct and
Indirect Participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of beneficial owners. Beneficial owners will not receive definitive notes representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co., or such other DTC nominee, do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the notes, such as redemptions, tenders, defaults, and proposed amendments to the transaction documents. For example, beneficial owners of notes may wish to ascertain that the nominee holding the notes for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the notes within a class are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such class to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee), will consent or vote with respect to notes unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to the related issuing entity as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts notes are credited on the record date (identified in a listing attached to the omnibus proxy).
Redemption proceeds, distributions and dividend payments on the notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ account upon DTC’s receipt of funds and corresponding detail information from the issuing entity or its agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with notes held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC nor its nominee, or the issuing entity, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuing entity or agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursements of such payments to the beneficial owners will be the responsibility of Direct and Indirect Participants.
A beneficial owner shall give notice to elect to have its notes purchased or sold, through its participant and shall effect delivery of such notes by causing the Direct Participant to transfer the participant’s interest in the notes, on DTC’s records. The requirement for physical delivery of the notes in connection with a sale will be deemed satisfied when the ownership rights in the notes are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of sold notes to the purchaser’s account.
DTC may discontinue providing its services as depository with respect to the notes at any time by giving reasonable notice to the issuing entity. Under such circumstances, in the event that a successor depository is not obtained, definitive notes are required to be printed and delivered.
The issuing entity may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, definitive notes will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
Clearstream Banking, société anonyme, Luxembourg, formerly Cedelbank, or Clearstream, Luxembourg, is incorporated under the laws of Luxembourg. Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thereby eliminating the need for physical movement of definitive securities. Transactions may be settled by Clearstream, Luxembourg in a number of currencies, including U.S. Dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg also deals with 45 domestic securities markets around the globe through established depository and custodial relationships. Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier, ‘CSSF’, which supervises Luxembourg banks. Clearstream, Luxembourg’s customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream, Luxembourg’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream, Luxembourg has over 2,500 customers located across 110 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear Bank, or Euroclear.
Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for movement of physical securities and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in over 30 currencies, including United States dollars. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./NV under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. Euroclear Bank S.A./NV conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank S.A./NV, not Euroclear Clearance Systems S.C. Euroclear Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Euroclear Bank S.A./NV has advised that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission. Securities clearance accounts and cash accounts with Euroclear Bank S.A./NV are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These terms and conditions, operating procedures and laws govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear Bank S.A./NV acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.
Definitive Notes
The notes will be issued in fully registered, certificated form, commonly called “definitive notes,” to the noteholders or their nominees, rather than to DTC or its nominee, only if:
| • | DTC or Exeter advises the indenture trustee in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the book-entry notes and Exeter is unable to locate a qualified successor; or |
| • | after the occurrence of an event of default, the noteholders evidencing at least a majority of the principal amount of the most senior class of notes then Outstanding advise the indenture trustee through DTC participants in a manner consistent with the related transaction documents and with the necessary percentage of the aggregate outstanding principal amount of the notes that the continuation of a book-entry system with respect to the notes through DTC is no longer in the best interests of the noteholders. |
Upon the occurrence of any event described in the immediately preceding paragraph, DTC will notify all affected noteholders through participants of the availability of definitive notes. Upon surrender by DTC of its notes and receipt of instructions for re-registration, the indenture trustee will reissue the notes as definitive notes.
Distributions of principal of, and interest on, the notes will then be made by the indenture trustee in accordance with the procedures set forth in the transaction documents directly to holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date. Distributions required to be made to noteholders will be made by wire transfer, in immediately available funds, to the account of such noteholder at a bank or other entity having appropriate facilities therefore, in accordance with written instructions provided by such noteholder to the indenture trustee pursuant to the terms of the sale and servicing agreement. The final payment on any note, however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution.
Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or of a certificate registrar named in a notice delivered to holders of the definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.
Statements to Noteholders
On or prior to each distribution date, the indenture trustee will make available a statement to the noteholders detailing information required under the transaction documents. These statements will be based on the information in the related servicer’s certificate. Each statement that the indenture trustee makes available to the noteholders will include the following information regarding the notes on the related distribution date to the extent such information has been received from the servicer:
| (a) | the amount of the distribution(s) allocable to interest; |
| (b) | the amount of the distribution(s) allocable to principal; |
| (c) | each class of notes’ aggregate outstanding principal amount and pool factor, before and after considering all payments reported under (b) above on that date; |
| (d) | the related Noteholders’ Interest Carryover Amount (as defined in the Glossary), if any, and the change in that amount from the preceding statement; |
| (e) | the servicing fee paid for the related collection period; |
| (f) | the amounts paid to the owner trustee, the indenture trustee, the asset representations reviewer, the backup servicer, the lockbox bank, the intercreditor agent and the custodian for the related collection period; |
| (g) | the balance of the reserve account, before and after considering all distributions and deposits to be made on the related distribution date; |
| (h) | the number of automobile loan contracts and the Pool Balance as of the close of business on the last day of the preceding collection period; |
| (i) | the amount of the aggregate realized losses on the automobile loan contract pool, if any, for the related period; |
| (j) | delinquency and loss information with respect to the automobile loan contracts for the related collection period; |
| (k) | any material change in practices with respect to charge-offs, collection and management of delinquent automobile loan contracts during the related collection period; |
| (l) | any material modifications, extensions or waivers to automobile loan contracts terms, fees, penalties or payments during the related collection period; |
| (m) | whether a delinquency trigger has occurred as of the end of the related collection period; |
| (n) | the aggregate Purchase Amounts for automobile loan contracts, if any, that were repurchased by the servicer, the sponsor or the depositor during the related collection period; and |
| (o) | the amount of the distribution(s) payable out of amounts withdrawn from the reserve account. |
The noteholders will not receive a separate notification when changes are made to the automobile loan contract pool, such as when automobile loan contracts are removed from the automobile loan contract pool pursuant to the provisions of the transaction documents providing the repurchase of automobile loan contracts upon breaches of eligibility representations and warranties. However, filings detailing the automobile loan contract pool composition will be filed periodically on Form 10-D under the SEC file number 333-268757-10 as required by Regulation AB. In addition, updated asset level data will be filed with the SEC on Form ABS-EE at the time of filing each Form 10-D.
Unless and until definitive notes are issued, the indenture trustee will send these reports to Cede & Co., as registered holder of the notes and the nominee of DTC on the issuing entity’s behalf. See “Description of the Notes” in this prospectus.
The indenture trustee will make available each month to each noteholder the above information (and certain other documents, reports and information regarding the automobile loan contracts provided by the servicer from time to time) via the indenture trustee’s internet website with the use of a password provided by the indenture trustee. The indenture trustee’s internet website will be located at http://sf.citidirect.com or at such other address as the indenture trustee shall notify the noteholders from time to time. For assistance with regard to this service, you can call the indenture trustee’s customer service desk at (888) 855-9695.
After the end of each calendar year, within the required time period, the indenture trustee will furnish to each person who at any time during the calendar year was a noteholder a statement as to the aggregate amounts of interest and principal paid to the noteholder and any other information as the depositor deems necessary to enable the noteholder to prepare its tax returns.
Description of the Transaction Documents
The following summary describes material terms of the purchase agreement, the sale and servicing agreement, the indenture and the trust agreement, but is not a complete description of each transaction document. The issuing entity has filed forms of these transaction documents as exhibits to the registration statement. On or prior to the filing of the final prospectus, the issuing entity will also file final versions of these transaction documents on a Form 8-K under the issuing entity’s SEC file number. The term transaction documents as used with respect to the issuing entity or the holding trust means, except as otherwise specified, any and all agreements relating to the establishment of the issuing entity, the transfer and servicing of the automobile loan contracts and the issuance of the notes, including without limitation the purchase agreement, the sale and servicing agreement, the indenture and the trust agreement.
The notes will be issued in connection with the entry into the transaction documents by the issuing entity, the holding trust, the depositor and the sponsor, which transaction documents will establish the issuing entity and holding trust, transfer the automobile loan contracts among the parties and issue the notes.
Sale and Assignment of the Automobile Loan Contracts
On or prior to the closing date, Exeter will enter into a purchase agreement with the depositor pursuant to which Exeter will sell and assign to the depositor, without recourse, its entire interest in and to the automobile loan contracts. Under the purchase agreement, Exeter will also sell and assign to the depositor, without recourse, its security interest in the financed vehicles securing the related automobile loan contracts and its rights to receive all payments on, or proceeds from, the related automobile loan contracts to the extent paid or payable after the cutoff date. The
automobile loan contracts transferred by Exeter to the depositor will be identified in an automobile loan contract schedule appearing as an exhibit to the purchase agreement.
On or prior to the closing date, the depositor will enter into a sale and servicing agreement with the issuing entity pursuant to which the depositor will sell and assign to the issuing entity, without recourse, its entire interest in and to the automobile loan contracts. Under the sale and servicing agreement, the depositor will also sell and assign to the issuing entity, without recourse, its security interest in the financed vehicles securing the related automobile loan contracts and its rights to receive all payments on, or proceeds from, the related automobile loan contracts to the extent paid or payable after the cutoff date. Each automobile loan contract transferred by the depositor to the issuing entity will be identified in an automobile loan contract schedule appearing as an exhibit to the sale and servicing agreement. Under the contribution agreement, the issuing entity will transfer to the holding trust 100% of the interest in and to the automobile loan contracts. The holding trust will issue the holding trust certificate to the issuing entity under the contribution agreement.
Under the purchase agreement, Exeter will agree that, upon the breach of any eligibility representation and warranty made by Exeter to the depositor which is breached and which triggers the depositor’s repurchase obligation with respect to any automobile loan contract, the holding trust will be entitled to require Exeter to repurchase the affected automobile loan contracts directly from the holding trust. The holding trust’s rights under the purchase agreement will constitute part of the holding trust’s property and may be enforced directly by the holding trust. In addition, the holding trust will pledge these rights to the indenture trustee as collateral for the notes and the indenture trustee may directly enforce those rights.
The servicer will establish and will agree to maintain a deposit account, the lockbox account, with a bank, the lockbox bank. The servicer will agree to use its best efforts to notify or direct obligors to make all payments on the automobile loan contracts directly to the lockbox bank, and to notify or direct the lockbox bank to deposit all payments on the automobile loan contracts in the lockbox account no later than the business day after receipt. The lockbox account is a commingled account, into which payments on other automobile loan contracts serviced by the servicer on behalf of itself and other parties will also be deposited from time to time. The lockbox account will be the subject of an intercreditor agreement, the lockbox intercreditor agreement, pursuant to which a third party, the intercreditor agent, will agree to act as agent on behalf of (a) the issuing entity and the indenture trustee, with respect to proceeds of the automobile loan contracts that are deposited to the lockbox account from time to time, and (b) other persons, with respect to other amounts deposited to the lockbox account from time to time. Under the lockbox intercreditor agreement, the intercreditor agent does not have the ability to exercise control rights which would have the effect of restricting the servicer’s access to the lockbox account, except upon receipt of direction from a party for whom it is acting as agent to the effect that certain conditions have occurred which would permit such party to restrict such servicer access. Under the sale and servicing agreement, each of the issuer and the indenture trustee will agree that it will not deliver, or cause to be delivered, a direction or notice which would have the effect of permitting or requiring the intercreditor agent to exercise control rights over the lockbox account, unless a servicer termination event shall have occurred and a successor servicer shall have been appointed and such successor servicer shall have assumed all of the rights and obligations of a successor servicer in accordance with the terms of the sale and servicing agreement. Under the sale and servicing agreement, the indenture trustee will agree to deliver such a notice or direction at the written direction of the majority noteholders. The issuing entity will indemnify the intercreditor agent and its respective officers, directors, employees and agents against any and all loss, liability or expense (including reasonable fees and expenses of outside counsel, including those incurred in connection with (i) any enforcement of the indemnification obligation and (ii) a successful defense, in whole or in part, of any claim that intercreditor agent breached its standard of care), in each case, incurred by it in connection with the performance of its duties under the lockbox intercreditor agreement.
The indenture trustee will establish a collection account in its own name, on the noteholders’ behalf. The servicer will agree to cause all proceeds of the automobile loan contracts that are deposited to the lockbox account to be transferred, within two business days of deposit in the lockbox account, to the collection account. The collection account will be maintained with the indenture trustee so long as the indenture trustee’s deposits have a rating acceptable to the engaged rating agencies. If the deposits of the indenture trustee or its corporate parent no longer have an acceptable rating, the servicer will, with the indenture trustee’s assistance if necessary, establish a new collection account within 5 business days (or such longer period as to which each engaged rating agency may consent) at a bank whose deposits have the required rating under the sale and servicing agreement and will transfer any cash and/or investments to such new collection account.
The indenture trustee will establish and maintain a note distribution account in its own name, on the noteholders’ behalf. Amounts that are released from the collection account or the reserve account for distribution to noteholders will be deposited to the note distribution account and all distributions to the noteholders will be made from the note distribution account.
The indenture trustee will establish and maintain a reserve account in its own name, on the noteholders’ behalf. Amounts may be released from the reserve account in the manner set forth in “—Credit Enhancement—Reserve Account.”
Funds on deposit in the collection account, the note distribution account and the reserve account (collectively, the trust accounts) will be invested by the indenture trustee (or any custodian with respect to funds on deposit in such account) in eligible investments that mature not later than the business day prior to the following distribution date selected in writing by the servicer (pursuant to standing instructions or otherwise). Eligible investments are limited to investments acceptable to the engaged rating agencies as being consistent with the rating of the notes, and may include securities issued by the sponsor, the servicer or their respective affiliates or other issuing entities created by the sponsor or its affiliates. The servicer will deposit investment earnings on funds in the trust accounts, net of losses and investment expenses, in the collection account on each distribution date. Absent written direction from the servicer, the indenture trustee shall hold such funds uninvested.
All accounts, other than the lockbox account, will be maintained as eligible deposit accounts. An “eligible deposit account” is a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as (i) the long-term unsecured debt of such depository institution has a credit rating acceptable to each rating agency engaged to rate the notes and (ii) such depository institutions’ deposits are insured by the FDIC.
The sponsor will be the initial servicer under the transaction documents. The servicer may delegate its servicing responsibilities to one or more affiliates or sub-servicers, but delegation will not relieve it of its liabilities under the transaction documents. The transaction documents will describe certain circumstances under which a servicer may resign or be removed, as described in this prospectus.
The servicer will make representations and warranties regarding its authority to enter into, and its ability to perform, its obligations under the transaction documents. An uncured material breach of a representation or warranty that materially and adversely affects the interests of the issuing entity, the holding trust or the noteholders will constitute a servicer termination event.
The transaction documents will provide that the servicer will make reasonable efforts to:
| (a) | collect all payments due on the automobile loan contracts which are part of the holding trust property; and |
| (b) | make collections on the automobile loan contracts using the same collection procedures that it follows with respect to automobile loan contracts that it services for itself and others. |
Consistent with its Customary Servicing Practices, the servicer may, in its discretion, arrange with an obligor on an automobile loan contract to extend the payment schedule. Some of the arrangements — including, without limitation, any extension of the payment schedule beyond the final scheduled distribution date for the latest maturing class of notes — may result in the servicer repurchasing the automobile loan contract. The servicer may sell the vehicle securing a defaulted automobile loan contract, if any, at a public or private sale, or take any other action permitted by applicable law.
Payments on Automobile Loan Contracts
The servicer will deposit into the lockbox account all payments on the related automobile loan contracts, from whatever source, and all proceeds of the automobile loan contracts collected, within two business days of receipt
and identification, which amounts will be transferred to the collection account. The servicer may not commingle amounts deposited in the collection account with funds from other sources.
Servicing Compensation
Under the sale and servicing agreement, the servicer will receive a servicing fee on each distribution date. For so long as Exeter or the backup servicer is the servicer, the base servicing fee on each distribution date will equal 3.00% times the aggregate Principal Balance of the automobile loan contracts as of the opening of business on the first day of the collection period times one-twelfth (or, in the case of the first distribution date, a fraction, the numerator of which is 21 and the denominator of which is 360). For so long as any successor servicer other than the backup servicer is the servicer, the servicing fee may be greater than the servicing fee that Exeter and the backup servicer are entitled to receive as the servicer, if a fee adjustment is agreed to by the Majority Noteholders, the depositor and the successor servicer. However, in the event Exeter is terminated as servicer, and absent any such agreement with respect to a fee adjustment, the backup servicer will be obligated to become the successor servicer for the same servicing fee as Exeter would have been entitled to receive as servicer. In addition to the base servicing fee, the servicer will also retain any late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the automobile loan contracts as supplemental servicing fees, and would be entitled to reimbursement from the issuing entity for various expenses. The servicer will allocate obligor payments to scheduled payments due from obligors, late fees and other charges, and principal and interest in accordance with the servicer’s normal practices and procedures.
The servicing fee and any supplemental servicing fee will compensate the servicer for performing the functions of a third-party servicer of automobile loan contracts as an agent for their beneficial owner. These servicer functions will include:
| • | collecting and posting all payments; |
| • | responding to obligor inquiries on the related automobile loan contracts; |
| • | investigating delinquencies; |
| • | sending billing statements to obligors; |
| • | reporting tax information to obligors; |
| • | paying collection and disposition costs with respect to defaulted accounts; |
| • | monitoring the collateral; |
| • | administering the automobile loan contracts; |
| • | complying with the terms of the lockbox account agreement and the lockbox intercreditor agreement; |
| • | accounting for collections and furnishing statements to the indenture trustee with respect to distributions; |
| • | paying outside auditor fees; and |
| • | paying data processing costs. |
The servicer will also be reimbursed for repossession and recovery fees and costs associated with maintaining bank accounts that are necessary to service the automobile loan contracts.
The servicer may delegate its duties under any transaction document with respect to the servicing of and collections on certain automobile loan contracts to an affiliate of the servicer without first obtaining the consent of any person. The servicer may utilize third party agents in connection with its usual collection activities, such as
repossessions and pursuing deficiency balances. The fees and expenses of any third party agent will be as agreed between the servicer and its third party agent and none of the indenture trustee, the backup servicer, the issuing entity, the holding trust or the noteholders will have any responsibility for those fees and expenses. No delegation by the servicer of any of its duties under any transaction document shall relieve the servicer of its responsibility with respect to such duties.
Distributions
Distributions of principal and interest on each note will be made by the indenture trustee to the noteholders. The timing, calculation, allocation, order, source, priorities of and requirements for distributions on each note will be as described below under “—Distribution Date Payments”, “—Distribution Date Payments after an Event of Default” and “—Distribution Date Payments after an Event of Default Related to a Breach of a Covenant or a Representation and Warranty.”
On each distribution date, the servicer will transfer collections on the automobile loan contracts from the collection account to the note distribution account for distribution to noteholders. As described below in “—Credit Enhancement”, credit enhancement may be available to cover certain shortfalls in the amount available for distribution. Distributions in respect of principal of a class of notes will be subordinate to distributions in respect of interest on the class.
Servicer’s Certificates
On each determination date, the servicer will deliver the servicer’s certificate to the indenture trustee, the owner trustee and the backup servicer. The servicer will also make the servicer’s certificate available to each engaged rating agency no later than the fifteenth day of each month (or, if not a business day, the next succeeding business day). The servicer’s certificate will specify, among other things:
| • | information necessary to enable the indenture trustee to make the required distributions on the related distribution date; |
| • | the amount of aggregate collections on the automobile loan contracts during the related collection period; |
| • | the aggregate Purchase Amounts (as defined in the Glossary) of automobile loan contracts purchased by the depositor and Exeter during the related collection period; and |
| • | the aggregate amount of Net Liquidation Proceeds (as defined in the Glossary) during the related collection period. |
The determination date with respect to collections received during a collection period is the second business day prior to the related distribution date in the next calendar month.
Distribution Date Payments
On or prior to each distribution date, the servicer will instruct the indenture trustee to make the following distributions on such distribution date from Available Funds and the amounts withdrawn from the reserve account in the following order of priority:
| 1. | to the servicer, the servicing fee for the related collection period, any supplemental servicing fees for the related collection period and, to the extent the servicer has not reimbursed itself or to the extent not retained by the servicer, other amounts relating to mistaken deposits, postings or checks returned for insufficient funds; to Exeter, to the extent available, any amounts paid by the borrowers during the related collection period that were deposited in the lockbox account but that do not relate to principal payments, interest payments or extension fees due on the automobile loan contracts; and to any successor servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; |
| 2. | to each of the indenture trustee, the custodian, the owner trustee, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed), the lockbox bank, the intercreditor agent and the asset representations reviewer, any accrued and unpaid fees, expenses |
and indemnities then due to each of them (in each case, to the extent Exeter has not previously paid those fees, expenses and indemnities and, in the case of any such amounts payable to the lockbox bank or the intercreditor agent, as applicable, to the extent such amounts are allocable to the issuing entity, and provided that such fees, expenses and indemnities payable shall not exceed (i) $100,000 in the aggregate in any calendar year to the owner trustee, (ii) $25,000 in the aggregate in any calendar year to the custodian, (iii) $100,000 in the aggregate in any calendar year to the indenture trustee and the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed), (iv) $50,000 in the aggregate in any calendar year to the asset representations reviewer, (v) $50,000 in the aggregate in any calendar year to the lockbox bank and (vi) $25,000 in the aggregate in any calendar year to the intercreditor agent);
| 3. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount (as defined in the Glossary) payable on the Class A Notes, to be paid pro rata, based upon the aggregate amount of interest due to each class of the Class A Notes; |
| 4. | to the note distribution account, to make a payment of principal to the extent necessary to reduce the aggregate principal amount of the Class A Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 5. | to the note distribution account, to make a payment of the remaining note principal amount of each class of Class A Notes on its respective final scheduled distribution date; |
| 6. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class B Notes; |
| 7. | to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4 and 5 above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 8. | to the note distribution account, to make a payment of the remaining note principal amount of the Class B Notes on its final scheduled distribution date; |
| 9. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class C Notes; |
| 10. | to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7 and 8 above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 11. | to the note distribution account, to make a payment of the remaining note principal amount of the Class C Notes on its final scheduled distribution date; |
| 12. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class D Notes; |
| 13. | to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10 and 11 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 14. | to the note distribution account, to make a payment of the remaining note principal amount of the Class D Notes on its final scheduled distribution date; |
| 15. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class E Notes; |
| 16. | to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10, 11, 13 and 14 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 17. | to the note distribution account, to make a payment of the remaining note principal amount of the Class E Notes on its final scheduled distribution date; |
| 18. | to the reserve account, an amount necessary to cause the amount deposited therein to equal the specified reserve account amount; |
| 19. | to the note distribution account, to make a payment of the Principal Payment Amount which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
| 20. | to pay each of the indenture trustee, the custodian, the owner trustee, the asset representations reviewer, the lockbox bank, the intercreditor agent, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed) and any successor servicer, any fees, expenses and indemnities then due to such party that are in excess of the aggregate limit or maximum aggregate annual limit specified in clause 1 or clause 2 above, as applicable; and |
| 21. | to pay all remaining amounts to the certificate distribution account for further distribution to the certificateholders. |
Amounts that would remain on deposit in the reserve account on any distribution date that are in excess of the lesser of (i) at least 1.00% of the Pool Balance as of the cutoff date and (ii) the aggregate principal amount of the notes after giving effect to all payments on that distribution date will be added to Available Funds and distributed in accordance with the priorities set forth above. The reserve account balance on any distribution date will not in any event be greater than the aggregate principal amount of the notes on that distribution date after giving effect to all payments on that distribution date. On any distribution date that the amount on deposit in the reserve account, together with Available Funds, is sufficient to pay all amounts due pursuant to priorities 1 through 17 set forth above and the note principal amount of all Outstanding classes of notes, such amounts will be used to pay the Outstanding notes in full on such distribution date.
Distribution Date Payments after an Event of Default
Amounts collected (i) following the occurrence of an event of default pursuant to clauses 1, 2, 5 or 6 set forth under “Description of the Notes—Events of Default” or (ii) upon liquidation of the trust assets will not be distributed in accordance with the priorities set forth under “—Distribution Date Payments” but will instead be distributed in accordance with the following order of priority:
| 1. | to the servicer, the owner trustee, the indenture trustee, the custodian, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed), the lockbox bank, the intercreditor agent and the asset representations reviewer, certain amounts due and owing to such entities, pursuant to the priorities set forth at clauses 1 and 2 under “—Distribution Date Payments” above, ratably, without preference or priority of any kind and without regard to the caps set forth in clauses 1 and 2 under “—Distribution Date Payments” above; |
| 2. | to the Class A noteholders, pro rata, based upon the aggregate amount of interest due to each class of the Class A Notes, for amounts due and unpaid on the notes for interest; |
| 3. | first, to the Class A-1 noteholders, for amounts due and unpaid on the Class A-1 Notes for principal, until the Class A-1 Notes are paid in full, and second, to the Class A-2 noteholders and Class A-3 noteholders for amounts due and unpaid on the Class A-2 Notes and Class A-3 Notes for principal, pro rata, based upon their respective unpaid principal amounts, until the Class A-2 Notes and the Class A-3 Notes are paid in full; |
| 4. | to the Class B noteholders, for amounts due and unpaid on the notes for interest; |
| 5. | to the Class B noteholders, for amounts due and unpaid on the notes for principal, until the Class B Notes are paid in full; |
| 6. | to the Class C noteholders, for amounts due and unpaid on the notes for interest; |
| 7. | to the Class C noteholders, for amounts due and unpaid on the notes for principal, until the Class C Notes are paid in full; |
| 8. | to the Class D noteholders, for amounts due and unpaid on the notes for interest; |
| 9. | to the Class D noteholders, for amounts due and unpaid on the notes for principal, until the Class D Notes are paid in full; |
| 10. | to the Class E noteholders, for amounts due and unpaid on the notes for interest; |
| 11. | to the Class E noteholders, for amounts due and unpaid on the notes for principal, until the Class E Notes are paid in full; and |
| 12. | to pay all remaining amounts to the certificate distribution account for further distribution to the certificateholders. |
Distribution Date Payments after an Event of Default Related to a Breach of a Covenant or a Representation and Warranty
Amounts collected following the occurrence of an event of default related to a breach of a covenant or a representation and warranty will be distributed in accordance with the priorities set forth under “—Distribution Date Payments,” except that (a) the amounts to be distributed pursuant to clauses 1 and 2 under “—Distribution Date Payments” shall be made without regard to the caps set forth therein and (b) the amount of principal to be distributed pursuant to clause 19 under “—Distribution Date Payments” shall instead be used to pay principal (i) on the Class A-1 Notes until they are paid in full, (ii) on the Class A-2 Notes and Class A-3 Notes, pro rata, based upon their respective unpaid principal amounts, until the Class A-2 Notes and Class A-3 Notes are paid in full, (iii) then on the Class B Notes until they are paid in full, (iv) then on the Class C Notes until they are paid in full, (v) then on the Class D Notes until they are paid in full and (vi) then on the Class E Notes until they are paid in full.
Fees and Expenses
The following table provides an itemized list of the fees and expenses that will be paid on each distribution date from the Available Funds in order of priority as set forth under “—Distributions—Distribution Date Payments” in this prospectus. The fees described below do not change upon an event of default.
| | General Purpose of the Fee | | Amount or Calculation of Fee |
| Servicing Fee | | Compensation to the servicer for services provided pursuant to the transaction documents. | | If Exeter or the backup servicer is the servicer, on each distribution date, the product of 3.00% times the aggregate Principal Balance of the automobile loan contracts as of the opening of business on the first day of the related collection period times one-twelfth (or, in the case of the first distribution date, a fraction, the numerator of which is 21 and the denominator of which is 360). The servicer will also be entitled to receive a supplemental servicing fee, equal to all administrative fees, expenses and charges paid by or on behalf of obligors, including late fees, prepayment fees and liquidation fees collected on the automobile loan contracts during the related collection period (but excluding any fees or expenses related to extensions and any fees, expenses or charges paid by obligors and in respect of which the servicer was previously reimbursed as supplemental servicing fees). |
| Indenture Trustee Fee | | Compensation to the indenture trustee for services provided pursuant to the transaction documents. | | $416.66 monthly. |
| | General Purpose of the Fee | | Amount or Calculation of Fee |
| Owner Trustee Fee | | Compensation to the owner trustee for services provided pursuant to the transaction documents. | | $250 monthly. |
| Backup Servicer Fee | | Compensation to the backup servicer for services provided pursuant to the transaction documents. | | $3,500 monthly. |
| Custodian Fee | | Compensation to the custodian for services provided pursuant to the custodial agreement. | | The aggregate of all fees and expenses paid by the custodian to the sub-custodians in respect of the automobile contracts in the collection period, monthly. |
| Lockbox Bank Fee | | Compensation to the lockbox bank for services provided pursuant to the lockbox account agreement and which are allocable to the issuing entity. | | Approximately $1,500, monthly. |
| Intercreditor Agent Fee | | Compensation to the intercreditor agent for services provided pursuant to the lockbox intercreditor agreement and which are allocable to the issuing entity. | | An amount not expected to exceed $8,000, annually. |
| Asset Representations Reviewer Fees | | Compensation to the asset representations reviewer for serving pursuant to the asset representations review agreement. | | $5,000, annually. In the event of an asset representations review, the asset representations reviewer will also be entitled to payment of a fee equal to $200 for each automobile loan contract tested as part of such asset representations review. |
The expenses of the servicer will be reimbursed as set forth under “—Servicing Compensation.”
Collection Period Statements
Prior to each distribution date, the servicer will provide to the indenture trustee, as of the close of business on the last day of the preceding collection period, a statement describing substantially the same information provided in the periodic reports to noteholders. These reports are described under “—Statements to Noteholders”, above.
Credit Enhancement
Credit enhancement for any class of notes is intended to enhance the likelihood that noteholders of that class of notes will receive the full amount of principal and interest due and to decrease the likelihood that the noteholders will experience losses. Credit enhancement for a class of notes will not provide protection against all risks of loss and will not necessarily guarantee repayment of the entire principal amount and interest. If losses occur which exceed the amount covered by any credit enhancement, or which are not covered by any credit enhancement, the amount available to make payments on the notes will be reduced to the extent of these losses and noteholders will bear their allocable share of deficiencies. The risk of loss will be borne first by the Class E Notes, then the Class D Notes, then the Class C Notes, then the Class B Notes, then the Class A-3 Notes, then the Class A-2 Notes and, finally, the Class A-1 Notes.
Credit enhancement for the notes is provided by:
| • | the application of excess cashflow, which is the amount by which the interest paid by the obligors exceeds the interest earned on the notes and other fees and expenses of the issuing entity; |
| • | overcollateralization, which is the excess of the Pool Balance over the aggregate principal amount of the notes; |
| • | amounts on deposit in the reserve account; and |
| • | the subordination of each class, if any, that is junior in its right to receive payments of principal and interest to the related class of notes. |
Application of Excess Cashflow
Because it is anticipated that more interest will be paid by the obligors than is necessary to pay the interest earned on the notes and the issuing entity’s monthly fees and expenses, there is expected to be excess cashflow each month. To the extent that the collections in any month are greater than the amount necessary to pay trust expenses, interest on the notes and certain required parity payments of principal on the notes, the remaining amount will be available to make principal payments on the notes to build and maintain overcollateralization at a targeted level and to maintain the reserve account at its target amount.
Overcollateralization
Overcollateralization will exist whenever the Pool Balance exceeds the aggregate note principal amount. On the closing date the initial amount of overcollateralization will be approximately 5.65% of the Pool Balance as of the cutoff date, but the sale and servicing agreement requires that the amount of overcollateralization be increased to, and then maintained at, a target amount.
The target amount of overcollateralization on any distribution date will equal the greater of:
(1) 11.85% of the Pool Balance as of the end of the related collection period; and
(2) 1.50% of the Pool Balance as of the cutoff date.
The Principal Payment Amount that is paid on each distribution date will reduce the note principal amount of the most senior Outstanding class or classes of notes. The Principal Payment Amount will be no greater than the amount that is necessary to build or maintain the actual amount of overcollateralization to the target amount of overcollateralization.
Subordination
A class of notes that is lower in priority of payment provides credit support to those classes of notes having higher priority of payment relative to that class. Consequently, to the extent that the trust assets do not generate enough cash to satisfy the issuing entity’s obligations, including the obligations to make payments to noteholders, payments that would otherwise be made to the holders of the certificates representing the residual interest in the issuing entity will first be eliminated and any shortfalls or losses will then be absorbed as follows:
| • | first, by the holders of the Class E Notes, to the extent amounts are due to them; |
| • | second, by the holders of the Class D Notes, to the extent amounts are due to them; |
| • | third, by the holders of the Class C Notes, to the extent amounts are due to them; |
| • | fourth, by the holders of the Class B Notes, to the extent amounts are due to them; |
| • | fifth, by the holders of the Class A-3 Notes, to the extent amounts are due to them; |
| • | sixth, by the holders of the Class A-2 Notes, to the extent amounts are due to them; and |
| • | seventh, by the holders of the Class A-1 Notes, to the extent amounts are due to them. |
Reserve Account
On the closing date, a reserve account will be established in the name of the indenture trustee on behalf of the noteholders and at least $9,762,953, which is approximately 1.00% of the Pool Balance as of the cutoff date, will be made to the reserve account. The reserve account will be in the name of and maintained by the indenture trustee
for the benefit of the noteholders and will be part of the trust assets. On each distribution date, excess cashflow will be deposited to the reserve account to maintain the amount on deposit at 1.00% or more of the Pool Balance as of the cutoff date; provided that the amount on deposit in the reserve account will not exceed the aggregate principal amount of the notes after giving effect to all payments on that distribution date.
Amounts on deposit in the reserve account will be invested in certain eligible investments at the direction of the servicer that mature not later than the business day prior to the following distribution date. Any net income from those investments will be deposited into the reserve account. Absent written direction from the servicer, the indenture trustee shall hold such funds uninvested.
On each distribution date, the amount on deposit in the reserve account will be withdrawn, to the extent necessary, to fund any deficiencies in the payments of trust expenses, interest payments on the notes, principal payments on the notes that are necessary to prevent the aggregate note principal amount from exceeding the Pool Balance and principal payments on each class of notes that are necessary to pay off each class of notes on its final scheduled distribution date. See “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus.
If the amount on deposit in the reserve account on any distribution date, after giving effect to any withdrawals on that distribution date, exceeds the lesser of (i) at least 1.00% of the Pool Balance as of the cutoff date and (ii) the aggregate principal amount of the notes after giving effect to all payments on that distribution date, excess amounts will be added to Available Funds and distributed in accordance with the priorities set forth above under “—Distribution Date Payments.”
On any distribution date that the amount on deposit in the reserve account together with Available Funds is sufficient to pay all amounts due pursuant to priorities 1 through 17 set forth above under “—
Distribution Date Payments” and the note principal amount of all Outstanding classes of notes, such amounts will be used to repay all Outstanding notes in full on such distribution date.
Evidence as to Compliance
The transaction documents provide for the delivery of an annual statement signed by an officer of the servicer to the effect that the servicer has fulfilled its material obligations under the transaction documents throughout the preceding calendar year (or, in the case of the first such certificate, from the closing date), except as specified in the statement. In the event that the backup servicer or another successor servicer assumes the servicing duties under the transaction documents, each such servicer will provide a separate annual statement.
The sale and servicing agreement requires the servicer to deliver to the issuing entity, on or before March 31 of each calendar year, a certificate signed by an officer of the servicer regarding its assessment of compliance during the preceding calendar year (or, in the case of the first such certificate, from the closing date) with all applicable servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, that are backed by the same type of assets as those backing the securities. In the event that the backup servicer or another successor servicer assumes the servicing duties under the transaction documents, such servicer will provide a separate annual statement.
Pursuant to the sale and servicing agreement, a firm of independent certified public accountants will furnish to the indenture trustee on or before March 31 of each calendar year, a statement to the effect that they have attested to the assertion of authorized officers of the servicer that the servicing was conducted in compliance with certain applicable provisions of the sale and servicing agreement in all material respects during the immediately preceding calendar year (or, in the case of the first such certificate, from the closing date).
Matters Regarding the Servicer
The servicer may not resign from its obligations and duties as servicer, except upon determination that the performance by the servicer of its duties is no longer permissible under applicable law. No resignation will become effective until the backup servicer or another successor servicer has assumed the servicer’s servicing obligations and duties under the transaction documents.
The servicer will not be liable to the issuing entity, the holding trust or the noteholders for taking any action; provided, however, that the servicer will not be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties. The servicer will be under no obligation to appear in,
prosecute, or defend any legal action that is not incidental to its servicing responsibilities and that, in its opinion, may cause it to incur any expense or liability.
Any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer or, an entity in each of the prior cases that assumes the obligations of the servicer, will be the successor to the servicer.
Servicer Termination Event
Any of the following events will constitute a servicer termination event under the sale and servicing agreement:
| • | the servicer’s failure to deliver any required payment to the indenture trustee for distribution to the noteholders, which failure continues unremedied for more than two business days (or, in the case of certain amounts relating to a receivable that has been purchased by the initial servicer or repurchased by Exeter or the depositor, one business day) after written notice from the indenture trustee or after discovery of such failure by a responsible officer of the servicer; provided, however, that if any such delay or failure of performance shall have been caused by a Force Majeure Event, such two business day grace period shall be extended for an additional sixty (60) calendar days; |
| • | the servicer’s failure to observe or perform in any respect any other covenant or agreement under the sale and servicing agreement, which failure (i) materially and adversely affects the rights of the noteholders and (ii) continues unremedied for 45 days after knowledge thereof by the servicer or after the indenture trustee gives the servicer written notice of such failure; provided, that no servicer termination event will result from the breach by the servicer of any covenant for which (A) the purchase of the affected automobile loan contract is specified as the sole remedy pursuant to the sale and servicing agreement and (B) such purchase of the affected automobile loan contract has been consummated; provided further, however, that if any such delay or failure of performance shall have been caused by a Force Majeure Event, such 45 day grace period shall be extended for an additional sixty (60) calendar days; |
| • | the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; |
| • | the commencement by the servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the servicer or of any substantial part of its property or the making by the servicer of an assignment for the benefit of creditors or the failure by the servicer generally to pay its debts as such debts become due or the taking of corporate action by the servicer in furtherance of any of the foregoing; or |
| • | any servicer representation, warranty or statement proves to be incorrect in any material respect, and the incorrectness of such representation, warranty or statement has a material adverse effect on the issuing entity, the holding trust or the noteholders, and the circumstances or conditions in respect of which the representation, warranty or statement was incorrect shall not have been eliminated or cured within 45 days after the servicer has knowledge thereof or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the servicer by the indenture trustee; provided, however, if any circumstance or condition in respect of which such representation, warranty or statement was incorrect shall have been caused by a Force Majeure Event, such 45 day grace period shall be extended for an additional sixty (60) calendar days. |
Rights Upon Servicer Termination Event
If a servicer termination event has occurred and remains unremedied, the indenture trustee shall at the written direction of the Majority Noteholders, or the Majority Noteholders may, terminate all of the servicer’s rights and obligations under the sale and servicing agreement.
If Exeter is the servicer that is terminated or that resigns as described under “—Matters Regarding the Servicer” above, then the backup servicer, or any other successor servicer appointed by the indenture trustee (acting at the direction of the Majority Noteholders) pursuant to the sale and servicing agreement, will succeed to all the responsibilities, duties, and liabilities of the servicer (except as otherwise set forth in the sale and servicing agreement). If the terminated servicer is not Exeter, the indenture trustee (acting at the direction of the Majority Noteholders) will appoint a successor servicer subject to satisfaction of the criteria set forth in the sale and servicing agreement.
Any successor to Exeter as servicer will succeed to all the responsibilities, duties, and liabilities of Exeter under the sale and servicing agreement (except as otherwise set forth in the sale and servicing agreement). If any entity other than Exeter or the backup servicer becomes the servicer, the servicing fee may be adjusted by agreement of the Majority Noteholders, the depositor and such successor servicer, as set forth in the sale and servicing agreement, and such adjusted compensation may be greater than the servicing fee that Exeter and the backup servicer are entitled to receive as servicer. The transfer of servicing to a successor servicer may result in a material disruption in the performance of the servicer’s duties, which could result in delays and/or disruptions in collections on the automobile loan contracts and delays and/or reductions in payments on the notes.
If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no other servicer termination event has occurred, the bankruptcy trustee or official may have the power to prevent the indenture trustee or the noteholders from effecting a transfer of servicing. In the event the backup servicer is unwilling or unable to act as servicer, it may appoint, or petition a court of competent jurisdiction for the appointment of a successor servicer that is able to service the automobile loan contracts in accordance with the terms of the transaction documents. The indenture trustee may make arrangements for compensation to be paid to the successor servicer, which may be greater than the servicing compensation payable to the servicer under the transaction documents, to the extent set forth therein.
Any transition fees to the backup servicer or the successor servicer will be payable by the issuing entity as described under “—Distributions—Distribution Date Payments.”
Waiver of Past Defaults
The Majority Noteholders may, on behalf of all noteholders, waive any default by the servicer under the sale and servicing agreement and the consequences of any default. No waiver will impair the noteholders’ rights with respect to subsequent defaults or other defaults or impair any right consequent thereto.
Replacement of Custodian, Owner Trustee, Indenture Trustee and Backup Servicer
Replacement of Custodian
Exeter, in its capacity as custodian, may resign or be removed at any time under the custodian agreement upon 30 days’ notice to the other parties thereto. Upon resignation or removal of Exeter as the custodian, the indenture trustee, or its agent, as the case may be, shall act as custodian of the automobile loan contracts and the related automobile loan contract files on behalf of the noteholders until such time as a successor custodian has been appointed.
Replacement of Owner Trustee
The owner trustee may resign at any time under the trust agreement or the holding trust agreement. Additionally, if at any time the owner trustee shall cease to be eligible in accordance with the trust agreement or the holding trust agreement, shall be legally unable to act as owner trustee, shall be adjudged bankrupt or insolvent, if a receiver of the owner trustee or of its property shall be appointed, or if any public officer shall take charge or control of the owner trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the depositor under the trust agreement or holding trust agreement, as applicable, may remove the owner trustee. Upon the owner trustee’s resignation or removal, the depositor under the trust agreement or holding trust agreement, as applicable, shall promptly appoint a successor owner trustee.
Replacement of Indenture Trustee
Under the indenture, the indenture trustee may resign at any time upon notice to the issuing entity. Additionally, the issuing entity may and shall remove the indenture trustee for the following causes:
| • | at any time, the indenture trustee shall cease to be eligible under the indenture; |
| • | a court of competent jurisdiction shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or ordering the winding-up or liquidation of the indenture trustee’s affairs; |
| • | an involuntary case under the federal bankruptcy laws or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the indenture trustee and such case is not dismissed within 60 days; |
| • | the indenture trustee commences a voluntary case under any federal or state banking or bankruptcy laws, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in the furtherance of the foregoing; or |
| • | the indenture trustee otherwise becomes incapable of acting. |
If the indenture trustee resigns or is removed, the issuing entity shall promptly appoint a successor indenture trustee and shall promptly transfer all trust accounts to an institution that meets the eligibility requirements set forth in the indenture. Additionally, if the indenture trustee ceases to be eligible under the indenture, any noteholder may petition a court of competent jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee.
Replacement of Backup Servicer
Under the sale and servicing agreement the backup servicer may not resign from its obligations and duties as backup servicer, except upon determination that the performance by the backup servicer of its duties is no longer permissible under applicable law. No resignation of the backup servicer shall be effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the backup servicer. Additionally, prior to an appointment of the backup servicer as successor servicer, the indenture trustee shall, at the direction of the Majority Noteholders, without cause, upon not less than 30 days’ notice, terminate the rights and obligations of the backup servicer.
If the backup servicer replaces the servicer in accordance with the sale and servicing agreement following the servicer’s resignation or termination, the backup servicer shall be successor in all respects (except as expressly set forth in the sale and servicing agreement) to the servicer in its capacity as servicer under the sale and servicing agreement and shall be subject to the termination provisions relating to the servicer under the sale and servicing agreement and as described herein under “Description of the Transaction Documents—Servicer Termination Event.”
Amendment
The sale and servicing agreement may be amended by the depositor, the servicer, the holding trust and the issuing entity, with the consent of the indenture trustee (which consent may not be unreasonably withheld), but without the consent of the noteholders. Similarly, the indenture may be amended by the issuing entity, the holding trust and the indenture trustee, but without the consent of the noteholders. The sale and servicing agreement or the indenture may be amended in this manner to, among other things, (A) cure any ambiguity or conform such agreement to this prospectus; provided, however, that the owner trustee, indenture trustee and the backup servicer (including the backup servicer in its capacity as the successor servicer if so appointed) will be entitled to receive an opinion of counsel stating that such amendment is authorized or permitted by such agreement and all conditions precedent to such amendment, if any, provided for in such agreement have been met, and (B) correct or supplement any provisions thereof, comply with any changes in the Code, or make any other provision with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions of such agreement; provided, however, that the owner trustee and indenture trustee will be entitled to receive an opinion of counsel stating that such amendment (i) will not adversely
affect in any material respect the interests of any noteholder and (ii) is authorized or permitted by such agreement and all conditions precedent to such amendment, if any, provided for in such agreement have been met (and in the case of an amendment to the indenture, as to certain tax matters).
The sale and servicing agreement may also be amended by the depositor, the servicer, the holding trust and the issuing entity, with the consent of the indenture trustee and the Majority Noteholders in order to, among other things, add, change or eliminate any other provisions with respect to matters or questions arising under the agreement or affecting the rights of the noteholders. However, to the extent not otherwise permitted above, the amendment may not increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on automobile loan contracts or distributions that are required to be made for the benefit of the noteholders or reduce the percentage of the noteholders required to consent to any amendment, unless the holders of all notes affected by the amendment provide their consent.
The indenture may also be amended by the issuing entity, the holding trust and the indenture trustee with the consent of the Majority Noteholders and with prior notice by the issuing entity to the engaged rating agencies for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or of modifying in any manner the rights of the noteholders under the indenture. However, to the extent not otherwise permitted above, the amendment may not, among other things, increase or reduce in any manner or accelerate or delay the timing of distributions that are required to be made to the noteholders, reduce the percentage of the noteholders required to consent to the amendment or to direct the issuing entity to sell or liquidate the holding trust property or the trust property, impair the right to institute suit for the enforcement of the provisions of the indenture or permit the creation of any lien ranking prior to or on a parity with the lien of the indenture, unless the holders of all notes affected by the amendment provide their consent.
The depositor and servicer must deliver to the owner trustee and the indenture trustee, upon the execution and delivery of the sale and servicing agreement and certain amendments to the sale and servicing agreement, an opinion of counsel, satisfactory to the indenture trustee, which states that all financing statements and continuation statements have been filed.
Termination
The obligations of the servicer, the sponsor and the indenture trustee will terminate upon the earlier to occur of:
| • | the maturity or other liquidation of the last automobile loan contract and the disposition of any amounts received upon liquidation of any remaining automobile loan contracts; and |
| • | the final payment to noteholders. |
In addition, if the Pool Balance has declined to 5% or less of the Pool Balance as of the cutoff date, in order to avoid excessive administrative expense, the servicer or the depositor will be permitted, at its option, to exercise the “clean-up call” as further described under “Description of the Notes—Optional Redemption.”
Asset Representations Review Triggers and Procedures
The asset representations reviewer has been hired by the issuing entity pursuant to the asset representations review agreement. The asset representations review agreement provides that, if two trigger conditions are both met, the asset representations reviewer will perform a review of certain of the automobile loan contracts to test for compliance with the representations made by the sponsor and the depositor about the automobile loan contracts under the transaction documents. The first trigger is a delinquency trigger, that will occur if the aggregate Principal Balance of automobile loan contracts that are more than 60 days delinquent as a percentage of the Pool Balance as of the end of a collection period, or the delinquency trigger automobile loan contracts, meets or exceeds the percentage set forth under “—Delinquency Trigger.” If the delinquency trigger occurs, it will be indicated on the distribution report filed under cover of Form 10-D relating to that collection period. The second trigger is a voting trigger that will be met if, following the occurrence of the delinquency trigger, first, the noteholders of at least 5% of the outstanding principal amount of notes (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) demand a vote about whether an asset representations review should be conducted and, second, if such a vote is demanded, the noteholders of a majority of the principal amount of the notes that participate in the resulting vote (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) are in favor of conducting an asset representations review. The review fees that will be payable to the asset
representations reviewer will be $200 for each automobile loan contract tested as part of the asset representations review.
Delinquency Trigger
The delinquency rate for any collection period will represent the aggregate Principal Balance of the automobile loan contracts that are 61 days or more delinquent (and not a Liquidated Receivable) as of the end of that collection period, expressed as a percentage of the Pool Balance as of the end of that collection period. The servicer considers an automobile loan contract to be 61 days or more delinquent for purposes of calculating the delinquency rate if, as of the related date of determination, more than 10% of any scheduled automobile loan contract payment remains unpaid for more than 60 days. If the delinquency rate for any collection period exceeds the related delinquency trigger rate then the delinquency trigger will have been breached for that collection period. The
delinquency trigger rate will be equal to 40%.
The sponsor established the delinquency trigger rate by considering the monthly delinquency rates observed on its prior securitizations of automobile loan contracts since 2012.
Voting Trigger
If the delinquency trigger occurs, any noteholder or group of noteholders may demand in writing that the indenture trustee call a vote of all noteholders to determine whether the asset representations reviewer must perform a review of the automobile loan contracts. If any noteholder or group of noteholders demands that the indenture trustee call such a vote during a collection period, then that will be reported in the Form 10-D that is filed with respect to that collection period. If the noteholder requesting a vote is not a noteholder of record, the noteholder must provide the indenture trustee with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note).
If, within 90 days of the date on which the Form 10-D is filed that reports the occurrence of the related delinquency trigger, noteholders of at least 5% of the outstanding principal amount of the notes as of the date on which such delinquency trigger occurred (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) contact the indenture trustee to demand in writing a vote of all noteholders regarding whether an asset representations review should be conducted, then the indenture trustee will submit the matter to a vote of all noteholders through DTC. If the indenture trustee submits the matter to a vote of all noteholders during a collection period, then that will be reported in the Form 10-D that is filed with respect to that collection period. Any such vote will remain open until the 150th day after the date on which the Form 10-D was filed that reported the occurrence of the related delinquency trigger. In any vote, the noteholders will be able to vote to indicate whether or not to conduct an asset representations review.
If a voting quorum of noteholders holding at least 5% of the outstanding principal amount of all notes (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) participate in the related vote and if noteholders holding a majority of the principal amount of the notes that are voted cast votes that are in favor of directing an asset representations review, then the indenture trustee will promptly notify the asset representations reviewer and the servicer to commence an asset representations review in accordance with the asset representations review agreement. The date on which any such notice is provided by the indenture trustee will be the review notice date. If either the required voting quorum of noteholders do not participate in the related vote or if a voting quorum is achieved but noteholders holding a majority of the principal amount of the notes that are voted cast votes that are against directing an asset representations review, then no asset representations review will occur as a result of the related delinquency trigger.
Regardless of (i) whether a vote to conduct an asset representations review is called and (ii) the result of any such vote that is conducted, a subsequent vote may be called in the same manner and subject to the same conditions described in this section if a delinquency trigger is met again with respect to a future collection period.
Asset Representations Review Procedures
Any review of the automobile loan contracts pursuant to the asset representations review agreement will be performed only on the related delinquency trigger automobile loan contracts. With respect to any such review, the delinquency trigger automobile loan contracts will be those automobile loan contracts that were at least 60 days delinquent when the related delinquency trigger rate was breached.
The servicer will provide the asset representations reviewer with access to the contract files for the delinquency trigger automobile loan contracts and other information necessary for the review of the delinquency trigger automobile loan contracts within 60 days of the review notice date. The asset representations reviewer will complete its review within 60 days after receiving access to all review materials, provided that the review period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided by the servicer within the required time period or that require clarification of any review materials or testing procedures. If any delinquency trigger automobile loan contracts is paid in full or repurchased from the issuing entity before the asset representations reviewer has delivered its report pursuant to the asset representations review agreement, the asset representations reviewer will terminate all testing with respect to that delinquency trigger automobile loan contract.
Any asset representations review will consist of performing specific tests for each related representation, as detailed in the asset representation review agreement, and each delinquency trigger automobile loan contract and determining whether each test was passed or failed. These tests were designed by the sponsor to determine whether a delinquency trigger automobile loan contract was not in compliance with the related representations made in the transaction documents at the relevant time, which is usually either at origination of the automobile loan contract or as of the cutoff date or closing date. There may be multiple tests specified in the asset representations review agreement for each such representation. The asset representations review agreement describes what conditions will constitute a test failure with respect to any automobile loan contract that is reviewed as part of an asset representations review.
The tests that are conducted as part of an asset representations review are not designed to determine why an obligor is delinquent or the creditworthiness of the obligor, either at the time of the review or at origination of the related automobile loan contract. The tests are not designed to determine whether the servicer serviced the related automobile loan contract in compliance with the sale and servicing agreement after the cutoff date or closing date. The tests are not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether the sponsor’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent. The asset representations reviewer is not responsible for determining whether noncompliance of any delinquency trigger automobile loan contracts with the related representations and warranties constitutes a breach of the transaction documents or whether any such delinquency trigger automobile loan contract is required to be repurchased from the issuing entity.
Upon completion of an asset representations review, the asset representations reviewer will deliver to the issuing entity, the servicer and the indenture trustee a report on the test results for each delinquency trigger automobile loan contract and each test conducted. Upon receipt of the report, the related review fee pursuant to the asset representations review agreement will be due and payable to the asset representations reviewer according to the priority of payment as described under “—Distributions—Distribution Date Payments.” The servicer will cause a summary of each such report provided by the asset representations reviewer to be included in the Form 10-D that is filed with respect to the collection period during which such asset representations review report is received by the servicer.
Any noteholder may request from the indenture trustee or the servicer a full copy of each report, if any, delivered by the asset representations reviewer following the completion of an asset representation review. If the requesting noteholder is not a noteholder of record, the noteholder must provide the servicer or the indenture trustee, as applicable, with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). If any requested report contains personally identifiable information regarding obligors, the servicer may condition its or the indenture trustee’s delivery of that portion of the report on the requesting noteholder’s delivery to the servicer of an agreement acknowledging that it may use that information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.
Dispute Resolution for Repurchase Requests
If the servicer, the issuing entity or any noteholder (each a requesting party) determines that a representation or warranty that was made by the depositor or Exeter regarding an automobile loan contract was breached and that the interests of the noteholders in the related automobile loan contract are materially and adversely affected by the breach, then any such party may request that the depositor or Exeter, as applicable, repurchase the affected automobile loan contract in accordance with the terms of the transaction documents. Any demand to repurchase an automobile loan contract will be resolved if the related automobile loan contract is repurchased in accordance with the transaction documents, if the condition that led to the related breach is remedied, or if the requesting party withdraws its demand to repurchase the affected automobile loan contract.
The status of all outstanding repurchase demands will be reported quarterly on Form ABS-15G filings that are made pursuant to Rule 15Ga-1 of the Exchange Act. If any repurchase demand is not resolved by the 180th day after the demand to repurchase is received by the depositor or Exeter, as applicable, the servicer or the depositor will cause to be included in the Form 10-D that is filed with respect to the collection period during which such 180th day took place a statement describing the unresolved demand. The party that originally requested the repurchase or any noteholder will then have the right to refer the unresolved repurchase request to either mediation (including non-binding arbitration) or binding arbitration by providing notice to Exeter and the depositor within 90 days after the date on which the related Form 10-D is filed. Exeter and/or the depositor, as applicable, must agree to participate in the selected resolution method. Dispute resolution to resolve repurchase requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the delinquency trigger occurred. A requesting party may not initiate a mediation (including nonbinding arbitration) or arbitration with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that requesting party or another requesting party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.
A mediation or arbitration will be administered by the American Arbitration Association, or the AAA, using its mediation or arbitration rules in effect at the time of the closing date. If the AAA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by Exeter and the related mediation or arbitration will be administered by that organization using its relevant rules that are then in effect. However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration that are set forth in the transaction documents, then the procedures set forth in the transaction documents will apply. Any mediation or arbitration will be held at the offices of the mediator or arbitrator or at another location selected by the sponsor or the depositor. Any party or witness may appear by video conference or teleconference.
A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals that is maintained by the mediation or arbitration organization. Any mediator or arbitrator must be impartial, knowledgeable about and experienced with the law of the state of New York and will be an attorney with at least 15 years of experience specializing in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.
For a mediation (including non-binding arbitration), the parties will agree to use commercially reasonable efforts to begin the mediation within 15 business days of the selection of the mediator and to conclude the mediation within 30 days of the start of the mediation. The costs of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation. If the parties fail to agree at the completion of the mediation, the requesting party may refer the repurchase request to binding arbitration or adjudicate the dispute in court.
For a binding arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party. Discovery will be completed within 30 days of the selection of the arbitrator and, for each party, will be limited to two witness depositions (each not to exceed five hours), two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that such additional discovery is reasonable and necessary. Briefs that are presented by the parties will be limited to no more than ten pages each and will be limited to initial statements of the case, motions, and a pre-hearing brief. The evidentiary hearing on the merits in the arbitration will begin no later than 60 days after the arbitrator is selected and will continue for no more than six consecutive business days, with equal time allotted to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.
The arbitrator will make its final determination in writing no later than 90 days after its selection. The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination that are permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting binding arbitration, the requesting party is forfeiting its right to sue in court, including the right to a trial by jury, with respect to the subject matter of the arbitration.
No personally identifiable customer information will be produced for purposes of any mediation or arbitration. In all cases, the proceedings of the mediation or arbitration, including the occurrence of such proceedings, the nature and amount of any relief sought or granted and the results of any discovery taken in the matter, will be kept strictly confidential by each of the parties to the dispute, except as necessary in connection with noteholder communications with respect to a repurchase request or dispute resolution described under “—Noteholder Communication” below, in connection with a judicial challenge to or enforcement of an award, or as otherwise required by law.
Noteholder Communication
A noteholder may communicate with the indenture trustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the transaction documents through the procedures of DTC and by notice to the indenture trustee. Furthermore, three or more noteholders may request a list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes, provided that any such request must be accompanied by a copy of the communication that the requesting noteholders propose to distribute.
Any noteholder may also send a request to the issuing entity or to the servicer, on behalf of the issuing entity, stating that the noteholder wishes to communicate with other noteholders about the possible exercise of rights under the transaction documents. The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder. If the requesting noteholder is not a noteholder of record, the noteholder must provide a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). The issuing entity will promptly deliver any such request that it receives to the servicer. On receipt of a communication request, the servicer or the depositor, at the servicer’s expense, will include in the Form 10-D filed in the next month the following information:
| • | a statement that the issuing entity received a communication request, |
| • | the date the request was received, |
| • | the name of the requesting noteholder, |
| • | a statement that the requesting noteholder is interested in communication with other noteholders about the possible exercise of rights under the transaction documents, and |
| • | a description of the method by which the other noteholders may contact the requesting noteholder. |
Any expenses of the issuing entity or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the related Form 10-D, will be paid by the servicer.
Material Legal Aspects of the Automobile Loan Contracts
General
The transfer of automobile loan contracts by the sponsor or the depositor to the issuing entity, the transfer of the automobile loan contracts by the issuing entity to the holding trust, the perfection of the security interests in the
automobile loan contracts, and the enforcement of rights to realize on the financed vehicles are subject to a number of federal and state laws, including the UCC as codified in various states. The servicer will take necessary actions to perfect the indenture trustee’s rights in the automobile loan contracts. If, through inadvertence or otherwise, a third party were to purchase — including the taking of a security interest in — an automobile loan contract for new value in the ordinary course of its business, without actual knowledge of the holding trust’s interest, and then were to take possession of the automobile loan contract, the purchaser would acquire an interest in the automobile loan contract superior to the holding trust’s interest. No entity will take any action to perfect the indenture trustee’s right in proceeds of any insurance policies covering individual vehicles or obligors. Therefore, the rights of a third party with an interest in these proceeds could prevail against the rights of the holding trust prior to the time the servicer deposits the proceeds into a trust account.
Security Interests in the Financed Vehicles
In all of the states in which automobile loan contracts have been originated, the credit sales of automobiles to consumers are evidenced either by retail installment sales contracts or loan agreements with a security interest in the vehicle. The retail installment sales contracts and loan agreements with a security interest are either tangible chattel paper under the UCC or, with respect to installment sales automobile loan contracts and loan agreements with a security interest that are generated in an electronic format, electronic chattel paper under the UCC.
Perfection of security interests in automobiles is generally governed by the vehicle registration or titling laws of the state in which each vehicle is registered or titled. In most states a security interest in a vehicle is perfected by noting the secured party’s lien on the vehicle’s certificate of title. In certain states, a security interest in a vehicle may be perfected by electronic recordation, by either a third-party service provider or the relevant state registrar of titles, which indicates that the lien of the secured party on the vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state.
The sponsor will sell and assign the automobile loan contracts it has originated indirectly through dealers and which were originated directly by the direct lenders, and its security interests in the related financed vehicles, to the depositor. The depositor will sell the automobile loan contracts and the related security interests to the issuing entity. The issuing entity will transfer such automobile loan contracts to the holding trust. The holding trust will grant 100% of the interest in the automobile loan contracts, the security interests in the vehicles and related property to the indenture trustee on behalf of the noteholders.
Because of the administrative burden and expense, the sponsor, the servicer or the indenture trustee will not amend any physical or electronic certificate of title to identify the indenture trustee as the new secured party on the certificates of title. Regardless of whether the certificates of title are amended, UCC financing statements will be filed in the appropriate jurisdictions in order to perfect each transfer or pledge of the automobile loan contracts between the sponsor, the depositor, the holding trust, the issuing entity and the indenture trustee.
Further, although the indenture trustee will not rely on possession of the automobile loan contracts as the legal basis for the perfection of its interest in the automobile loan contracts or in the security interests in the vehicles, Exeter, acting as custodian, will hold the automobile loan contracts that are “tangible chattel paper” and any certificates of title (or electronic evidence of the certificates of title) in its possession on behalf of the indenture trustee. Exeter, acting as custodian, will maintain or cause to be maintained “control” (within the meaning of the UCC) over the automobile loan contracts that are “electronic chattel paper,” which will be stored in specially-designed computer systems maintained by one or more third-party vendors. This is intended to preclude any other party from claiming a competing security interest in the automobile loan contracts on the basis that their security interest is perfected by possession.
In most states, a secured creditor can perfect its security interest in a motor vehicle against creditors and subsequent purchasers without notice only by one or more of the following methods:
| 1. | depositing with the related Department of Motor Vehicles or analogous state office a properly endorsed certificate of title for the vehicle showing the secured party as legal owner or lienholder on the vehicle; |
| 2. | in those states that permit electronic recordation of liens, submitting for an electronic recordation, by either a third-party service provider or the relevant state registrar of titles, which indicates that the lien of the secured party on the vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state; |
| 3. | filing a sworn notice of lien with the related Department of Motor Vehicles or analogous state office and noting the lien on the certificate of title; or |
| 4. | if the vehicle has not been previously registered, filing an application in usual form for an original registration together with an application for registration of the secured party as legal owner or lienholder, as the case may be. |
However, under the laws of most states, a transferee of a security interest in a motor vehicle is not required to reapply to the related Department of Motor Vehicles or analogous state office for a transfer of registration when the security interest is sold or transferred by the lienholder to secure payment or performance of an obligation. Accordingly, under the laws of these states, the assignment by the sponsor of its interest in the automobile loan contracts to the indenture trustee effectively conveys the sponsor’s security in the automobile loan contracts and, specifically, the vehicles, without re-registration and without amendment of any lien noted on the certificate of title, and the indenture trustee will succeed to the sponsor’s rights as secured party.
Although it is not necessary in these cases to re-register the vehicle to convey the perfected security interest in the vehicles to the indenture trustee, the indenture trustee’s security interest could be defeated through fraud, negligence, forgery or administrative error because it may not be listed as legal owner or lienholder on the certificates of title. However, in the absence of these events, the notation of the sponsor’s lien on the certificates of title will be sufficient to protect the holding trust against the rights of subsequent purchasers or subsequent creditors who take a security interest in a vehicle. The sponsor or the depositor will represent and warrant that it has taken all action necessary to obtain a perfected security interest in each vehicle. If there are any vehicles for which the sponsor failed to obtain a first priority perfected security interest, the sponsor’s security interest would be subordinate to, among others, subsequent purchasers and the holders of first priority perfected security interests in these vehicles.
Under the laws of most states, a perfected security interest in a motor vehicle continues for four months after the vehicle is moved to a new state from the state in which it is initially registered and continues until the owner re-registers the motor vehicle in the new state. To re-register a vehicle, a majority of states require the registering party to surrender the certificate of title. In those states that require a secured party to take possession of the certificate of title to maintain perfection, the secured party would learn of the re-registration through the obligor’s request for the certificate of title so it could re-register the vehicle. In the case of vehicles registered in states that provide for notation of a lien on the certificate of title but which do not require possession, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to reperfect its security interest in the vehicle in the new state. However, these procedural safeguards will not protect the secured party if, through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require the re-registering party to surrender the certificate of title, re-registration could defeat perfection. The transaction documents will require the servicer to take steps to re-perfect the security interest upon receiving notice of re-registration or information from the obligor that it relocated. Similarly, when an obligor sells a vehicle, the servicer will have an opportunity to require that the automobile loan contract be satisfied before it releases the lien. The opportunity arises because the servicer will be required to surrender possession of the certificate of title in connection with the sale, or because the servicer will receive notice as a result of its lien being noted on the certificate. The custodian will hold any physical certificates of title for the vehicles and will maintain records relating to electronic certificates of title for the indenture trustee and the servicer will be obligated to take appropriate steps, at the expense of the servicer, to maintain perfected security interests in all vehicles.
Priority of Certain Liens Arising by Operation of Law
Under the laws of most states, statutory liens take priority over even a first priority perfected security interest in a vehicle. These statutory liens include:
| • | mechanic’s, repairmen’s and garagemen’s liens; |
| • | motor vehicle accident liens; |
| • | towing and storage liens; |
| • | liens arising under various state and federal criminal statutes; and |
The UCC also grants certain federal tax liens priority over a secured party’s lien. Additionally, the laws of most states and federal law permit governmental authorities to confiscate motor vehicles under certain circumstances if used in or acquired with the proceeds of unlawful activities. Confiscation may result in the loss of the perfected security interest in the vehicle. The sponsor will represent and warrant that, as of the closing date, each security interest in a vehicle shall be a valid, binding and enforceable first priority security interest in the vehicle. However, liens for repairs or taxes superior to the indenture trustee’s security interest in any vehicle, or the confiscation of a vehicle, could arise at any time during the term of an automobile loan contract. No notice will be given to the indenture trustee or any noteholder in the event these types of liens or confiscations arise. Moreover, any liens of these types or any confiscation arising after the closing date would not give rise to the sponsor’s repurchase obligation.
In the event an obligor defaults, the holder of the related automobile loan contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Under the UCC, a secured party’s remedies include the right to repossession by self-help, unless self-help would constitute a breach of the peace. Unless a vehicle is voluntarily surrendered, self-help repossession is accomplished simply by taking possession of the financed vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a secured party must obtain a court order from the appropriate state court, and the vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify the debtor of the default and the intent to repossess the collateral and then must give the debtor a time period within which to cure the default. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related automobile loan contract. Other jurisdictions permit repossession without prior notice if it can be accomplished without a breach of the peace — although in some states, a course of conduct in which the creditor has accepted late payments has been held to create a right by the obligor to receive prior notice.
Notice of Sale; Redemption Rights
The UCC and other state laws require a secured party to provide an obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. In addition, some states also impose substantive timing requirements on the sale of repossessed vehicles and/or various substantive timing and content requirements on the notices. In some states, after a financed vehicle has been repossessed, the obligor may redeem the collateral by paying the delinquent installments and other amounts due. In those states, the obligor typically has the right to redeem the collateral prior to actual sale or entry by the secured party into a contract for sale of the collateral by paying the secured party:
| • | the unpaid Principal Balance of the automobile loan contract; |
| • | accrued interest on the automobile loan contract; |
| • | the secured party’s reasonable expenses for repossessing, holding, and preparing the collateral for sale and arranging for its sale (where allowed by law), plus, in some jurisdictions, reasonable attorneys’ fees and legal expenses; or |
| • | in some other states, by paying the delinquent installments on the unpaid Principal Balance on the automobile loan contracts. |
Deficiency Judgments and Excess Proceeds
The proceeds from the resale of the vehicles generally will be applied first to the expenses of resale and repossession and then to satisfying the outstanding debt. In many instances, the remaining principal amount of the indebtedness will exceed the Liquidation Proceeds remaining after these expenses are paid. Under the UCC and laws
applicable in some states, a creditor is entitled to bring an action to obtain a deficiency judgment from a debtor for any deficiency on repossession and resale of a motor vehicle securing such debtor’s automobile loan contract. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Additionally, in some states a creditor is prohibited from seeking a deficiency judgment from a debtor whose financed vehicle had an initial cash sales price less than a specified amount, usually between $1,000 and $3,000. Some states impose prohibitions, limitations or notice requirements on actions for deficiency judgments. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.
In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.” Courts have held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment. Also, prior to a sale, the UCC permits the debtor or other interested person to obtain an order mandating that the secured party refrain from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.
Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.
Occasionally, after a secured party sells a vehicle and uses the sale proceeds to pay all expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to the vehicle or if no subordinate lienholder exists or if there are remaining funds after the subordinate lienholder is paid, the UCC requires the creditor to remit the surplus to the obligor.
Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include:
| • | the Truth-in-Lending Act; |
| • | the Equal Credit Opportunity Act; |
| • | the Federal Trade Commission (FTC) Act; |
| • | the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act; |
| • | the Fair Debt Collection Practices Act; |
| • | the Dodd-Frank Wall Street Reform and Consumer Protection Act; |
| • | the Magnuson-Moss Warranty Act; |
| • | the Consumer Financial Protection Bureau’s Regulations B and Z; |
| • | the Gramm-Leach-Bliley Act; |
| • | the Telephone Consumer Protection Act of 1991; |
| • | state adaptations of the Uniform Consumer Credit Code; |
| • | state motor vehicle retail installment sale and loan acts; |
In addition, the laws of some states impose finance charge ceilings and other restrictions on consumer transactions and require other disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the indenture trustee’s ability to enforce consumer finance loans such as the automobile loan contracts.
The Consumer Financial Protection Act of 2010, enacted as part of the Dodd-Frank Act, created the Consumer Financial Protection Bureau (Bureau), a new federal agency that is responsible for administering and enforcing the laws and regulations applicable to consumer financial products and services. The Bureau is intended to exercise meaningful oversight of all providers of consumer financial products in order to police compliance with substantive consumer protection requirements and to promote transparency for consumers to understand the price and the risk of products in order that they may make direct comparisons from one product to another. The Bureau has succeeded to some consumer protection functions of other regulatory agencies such as the FTC and has supervisory and limited examination authority over certain depository institutions and other financial institutions.
On March 21, 2013, the Bureau issued interpretive guidance addressing compliance of indirect auto lenders with the Equal Credit Opportunity Act. The guidance specifically addresses indirect auto lenders’ policies regarding “dealer markups,” a practice whereby a dealer increases the contract interest rate offered to a consumer above the contract interest rate originally offered by the indirect lender and the indirect lender then compensates the dealer with a portion of the increased interest revenues on the contract when it purchases the contract from the dealer. In the Bureau’s view, the incentives these policies provide, and the discretion they permit dealers, create significant risks that these policies may result in pricing disparities on the basis of race, national origin, and potentially other prohibited bases, which may under certain circumstances subject an indirect auto lender to liability under the Equal Credit Opportunity Act and Regulation B. Accordingly, the Bureau advised in its guidance that indirect auto lenders should take appropriate steps to ensure compliance with the Equal Credit Opportunity Act and Regulation B, such as imposing controls on dealer markup and compensation policies, monitoring and addressing the effects of those policies as described in the guidance, so as to address unexplained pricing disparities on prohibited bases; or eliminating dealer discretion to mark up buy rates and fairly compensating dealers using another mechanism.
For example, the Bureau has successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles. On December 13, 2021, in an action brought by the Bureau, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). While the court did not decide whether the trust could be held liable for the conduct of the servicer at this stage of the case, the Bureau’s pleadings reflect that the agency intends to make that argument. On February 11, 2022, the district court granted the defendant trusts’ motion to certify its ruling in favor of the Bureau for immediate appeal and stayed the case pending resolution of any appeal. On April 29, 2022, the U.S. Court of Appeals for the Third Circuit granted defendants’ petition for permission to appeal. On November 14, 2022, the attorneys general of 22 states and the District of Columbia filed an amicus brief supporting the Bureau’s position. On March 19, 2024, the Court of Appeals for the Third Circuit affirmed the district court’s decision, and the case will now proceed in the district court. After defendants’request for rehearing was denied, defendants filed a petition for a writ of certiorari with the U.S. Supreme Court on August 20, 2024. There can be no assurance that the court will grant the petition to hear the appeal or later reverse the decision of the Third Circuit.
In addition, on May 6, 2024, the Bureau filed a separate complaint against the National Collegiate Student Loan Trusts (“NCSL Trusts”), as well as the Pennsylvania Higher Education Assistance Agency (“PHEAA”), the primary student loan servicer for active student loans held by the NCSL Trusts, as part of a settlement with the NCSL Trusts and PHEAA. The Bureau alleged that the defendants failed to respond to borrower requests, failed to provide accurate information to borrowers and incorrectly denied forbearance requests. The Bureau also filed proposed final judgments, to which the NCSL Trusts and PHEAA agreed, that, once entered by the court, would require the NCSL Trusts and PHEAA to pay $400,000 and $1.75 million in penalties, respectively; to pay an additional $3 million in redress to affected borrowers, to be allocated by agreement between PHEAA and the NCSL Trusts; and to correct outstanding requests by borrowers. The proposed orders would also require the NCSL Trusts to modify their servicing guidelines to address the Bureau’s allegations.
The Bureau, and state attorneys general, who have the independent authority to enforce the Dodd-Frank Act, may rely on these cases as precedent in investigating and bringing enforcement actions against other trusts and securitization vehicles, including the issuing entity and the holding trust, in the future.
The FTC’s so-called “holder-in-due-course rule” has the effect of subjecting any assignee of the seller in a retail installment sale, and other related creditors and their assignees, to all claims and defenses which the obligor in the transaction could assert against the retail seller. However, liability under the holder-in-due-course rule is limited to the amounts paid by the obligor under the automobile loan contract. Because of the holder-in-due-course rule, the assignee may be unable to collect any balance due from the obligor. The holder-in-due-course rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in some states. To the extent that the automobile loan contracts will be subject to the requirements of the holder-in-due-course rule, the indenture trustee, as holder of the automobile loan contracts, will be subject to any claims or defenses that the purchaser of the related vehicle may assert against the seller. These claims will be limited to a maximum liability equal to the amounts paid by the obligor under the related automobile loan contract.
Under most state vehicle dealer licensing laws, sellers of automobiles must be licensed to sell vehicles at retail sale. In addition, the FTC’s rule on sale of used vehicles requires that all sellers of used vehicles prepare, complete and display a “Buyer’s Guide” explaining the warranty coverage for the vehicles. Furthermore, federal odometer regulations and the motor vehicle title laws of most states require that all sellers of used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. If the seller is not properly licensed or if the seller did not provide either a buyer’s guide or odometer disclosure statement to the purchaser, the obligor may be able to assert a defense against the seller. If an obligor on an automobile loan contract were successful in asserting these claims or defenses, the servicer would pursue on behalf of the holding trust any reasonable remedies against the vehicle seller or manufacturer.
Any loss, to the extent not covered by credit support, could result in losses to noteholders. If an obligor were successful in asserting any claim or defense described in the two immediately preceding paragraphs, the claim or defense may constitute a breach of an eligibility representation and warranty under the transaction documents and may create an obligation of the sponsor to repurchase the automobile loan contract unless the breach were cured.
The sponsor or the depositor will represent and warrant that each automobile loan contract complied at the time it was originated or made in all material respects with all requirements of applicable law. Accordingly, if an obligor has a claim against the indenture trustee because the sponsor or the depositor was in violation of any law at the time such automobile loan contract was originated or made and the claim materially and adversely affects the noteholder’s interest in an automobile loan contract, the violation would create an obligation of the sponsor or the special-purpose finance subsidiary, if any, to repurchase the automobile loan contract unless the violation were cured. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in the automobile loan contract if such breach has not affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract.
Servicemembers Civil Relief Act
Under the terms of the Relief Act, the holder of an automobile loan contract may not charge an obligor who enters military service after the obligor takes out an automobile loan contract more than a 6% annual rate, including fees and charges, during the obligor’s active duty status, unless a court orders otherwise upon application of the lender. The Relief Act applies to obligors who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard, and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to obligors who enter military service, including reservists who are called to active duty, after origination of the automobile loan contract, the sponsor cannot provide information as to the number of automobile loan contracts that may be affected. Application of the Relief Act would adversely affect, for an indeterminate period of time, the servicer’s ability to collect full amounts of interest on some automobile loan contracts. Any shortfall in interest collections resulting from the application of the Relief Act or similar legislation or regulations, which would not be recoverable from the related automobile loan contracts, would result in a reduction of the amounts distributable to noteholders, and would not be covered by advances, and may not be covered by any form of credit enhancement provided in connection with the notes. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to repossess an automobile loan contract during the obligor’s period of active duty status, and, in some circumstances, during an additional three-month period afterward. Thus, in the event that the Relief Act or similar legislation or regulations applies to any automobile loan contract which goes into default, there may be delays in payment and losses on the notes. Any other
interest shortfalls, deferrals or forgiveness of payments on the automobile loan contracts resulting from similar legislation or regulations may result in delays in payments or losses to noteholders.
In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of the holding trust or the issuing entity, finance subsidiary or the servicer to repossess a vehicle or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a motor vehicle, and, as part of the rehabilitation plan, may reduce the amount of the secured indebtedness to the market value of the motor vehicle at the time of bankruptcy, leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under an automobile loan contract or change the rate of interest and time of repayment of the indebtedness. Any such shortfall, to the extent not covered by credit support, could result in losses to noteholders.
Dodd Frank Orderly Liquidation Framework
General. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Dodd-Frank Act. The Dodd-Frank Act, among other things, gives the FDIC authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority, or OLA, as described in more detail below. The OLA provisions were effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the United States Bankruptcy Code, or the Bankruptcy Code, in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including the sponsor, the depositor or a particular holding trust or issuing entity, or their respective creditors.
Potential Applicability to the sponsor, the depositor, the holding trust and issuing entity. There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.
The issuing entity, holding trust or the depositor could also potentially be subject to the provisions of OLA as a “covered subsidiary” of the sponsor. For the issuing entity, the holding trust or the depositor to be subject to receivership under OLA as a covered subsidiary of the sponsor, (1) the FDIC would have to be appointed as receiver for the sponsor under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the issuing entity, holding trust or depositor is in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of the sponsor.
There can be no assurance that the Secretary of the Treasury would not determine that the failure of the sponsor or any potential covered subsidiary thereof would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to the sponsor, the depositor or a particular holding trust or issuing entity or, if it were to apply, that the timing and amounts of payments to the noteholders would not be less favorable than under the Bankruptcy Code.
FDIC’s Repudiation Power Under OLA. If the FDIC were appointed receiver of the sponsor or of a covered subsidiary under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which the sponsor or a covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the sponsor’s or such covered subsidiary’s affairs. In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion respecting, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include the sponsor or its subsidiaries (including the depositor or the holding trust or issuing entity), cannot repudiate a contract or lease unless
it has been appointed as receiver for an entity that is party to that contract or lease or the separate existence of that entity may be disregarded under other applicable law. In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include the sponsor or its subsidiaries (including the depositor or the holding trust or issuing entity), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving the sponsor or its subsidiaries (including the depositor or the holding trust or issuing entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the issuing entity could be delayed or reduced.
Each of the transfers of automobile loan contracts under the purchase agreement and the sale and servicing agreement will be structured with the intent that they would be treated as legal true sales under applicable state law. If the transfers are so treated, based on the Acting General Counsel of the FDIC’s advisory opinion rendered in January 2011 and other applicable law, we believe that the FDIC would not be able to recover the pool of automobile loan contracts transferred under the purchase agreement and the sale and servicing agreement using its repudiation power. However, if those transfers were not respected as legal true sales, then the depositor under the purchase agreement would be treated as having made a loan to the sponsor, and the issuing entity under the sale and servicing agreement would be treated as having made a loan to the depositor, in each case secured by the transferred pool of automobile loan contracts. The FDIC, as receiver, generally has the power to repudiate secured loans and then recover the collateral after paying actual direct compensatory damages to the lenders as described below. If the sponsor or the depositor were placed in receivership under OLA, the FDIC could assert that the sponsor or the depositor, as applicable, effectively still owned the transferred pool of automobile loan contracts because the transfers by the sponsor to the depositor or by the depositor to the issuing entity were not true sales. In such case, the FDIC could repudiate the transfer of the pool of automobile loan contracts and the issuing entity would have a secured claim for actual direct compensatory damages as described below. Furthermore, if the issuing entity were placed in receivership under OLA, this repudiation power would extend to the notes issued by such issuing entity. In such event, noteholders would have a secured claim in the receivership of such issuing entity. The amount of damages that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory damages” in this context, but the term does not include damages for lost profits or opportunity. However, under OLA, in the case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued interest plus any accreted OID as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.
Regardless of whether the transfers under the purchase agreement and the sale and servicing agreement are respected as legal true sales, as receiver for the sponsor or a covered subsidiary, the FDIC could:
| • | require the issuing entity and holding trust, as assignee of the sponsor and the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the related automobile loan contracts; or |
| • | if the issuing entity were a covered subsidiary, require the indenture trustee for the notes to go through an administrative claims procedure to establish its rights to payments on the notes; or |
| • | request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against the sponsor or a covered subsidiary (including the issuing entity or the holding trust); or |
| • | repudiate the sponsor’s ongoing servicing obligations under a servicing agreement, such as its duty to collect and remit payments or otherwise service the automobile loan contracts; or |
| • | prior to any such repudiation of the sale and servicing agreement, prevent any of the indenture trustee or the noteholders from appointing a successor servicer. |
There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC, and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which the sponsor or a covered subsidiary (including any issuing entity or holding trust) that is subject to OLA is a party, or to obtain possession of or exercise control over any property of the sponsor or any covered subsidiary or affect any contractual rights of the sponsor or a covered subsidiary (including any issuing entity or holding trust) that is subject to OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered company’s contracts or property is comparable to the “automatic stay” in bankruptcy.
If the FDIC, as receiver for the sponsor, the depositor or the issuing entity or holding trust, were to take any of the actions described above, payments and/or distributions of principal and interest on the notes issued by the issuing entity would be delayed and may be reduced.
FDIC’s Avoidance Power Under OLA. The proceedings, standards and many substantive provisions of OLA relating to preferential transfers differ from those of the Bankruptcy Code. If the sponsor or any of its affiliates were to become subject to OLA, there is an interpretation under OLA that previous transfers of automobile loan contracts by the sponsor or those affiliates perfected for purposes of state law and the Bankruptcy Code could nevertheless be avoided as preferential transfers.
In addition, on July 6, 2011, the FDIC issued a final rule that, among other things, codified the Acting General Counsel’s interpretation. Based on the Acting General Counsel’s interpretation of the preference provisions of OLA and the final rule, a transfer of the automobile loan contracts perfected by the filing of a UCC financing statement against the sponsor, the depositor and the issuing entity or holding trust as provided in the purchase agreement and the sale and servicing agreement would not be avoidable by the FDIC as a preference under OLA due to any inconsistency between OLA and the Bankruptcy Code in defining when a transfer has occurred under the preferential transfer provisions of OLA. To the extent subsequent FDIC actions in an OLA proceeding are contrary to this advisory opinion or final rule, payment or distributions of principal and interest on the notes issued by the issuing entity could be delayed or reduced.
General
The following is a summary of certain significant U.S. federal income tax consequences of the purchase, ownership and disposition of notes to investors who purchase their notes in an initial distribution and who hold the notes as “capital assets” within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended, or the
Code. The summary does not purport to deal with all U.S. federal income tax consequences applicable to all categories of holders, some of which may be subject to special rules. For example, it does not discuss the tax treatment of investors that are insurance companies, regulated investment companies, dealers in securities, corporations subject to the corporate alternative minimum tax on adjusted financial statement income, accrual method taxpayers subject to special tax accounting rules as a result of their use of financial statements pursuant to Section 451(b) of the Code, holders that hold their notes as part of a hedge, straddle, “synthetic security” or other integrated transaction for U.S. federal income tax purposes and holders whose functional currency is not the United States dollar. The following discussion does not apply with respect to any notes that are retained in an initial distribution by a beneficial owner of the equity in the issuing entity for U.S. federal income tax purposes.
The following summary is based upon current provisions of the Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities all as in effect as of the date of this prospectus, and all of which are subject to change, perhaps with retroactive effect. The issuing entity will be provided with an opinion of Morgan, Lewis & Bockius LLP, as special U.S. federal income tax counsel to the issuing entity, or Special Income Tax Counsel, regarding certain U.S. federal income tax matters discussed below. A legal opinion, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the IRS. For purposes of the following summary, references to the issuing entity, the notes, the certificates and related terms, parties and documents shall be deemed to refer, unless otherwise specified herein, to
the issuing entity and the notes, the certificates and related terms, parties and documents applicable to the issuing entity. Moreover, there are no cases or IRS rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the notes and the certificates. As a result, the IRS may disagree with all or a part of the discussion below. Prospective investors should consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes.
As used herein, the term U.S. holder means a beneficial owner of a note that is for U.S. federal income tax purposes (i) an individual that is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or any state (treating as a state for this purpose the District of Columbia), (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts which were in existence on August 20, 1996 and were treated as United States persons under the Code and applicable Treasury regulations thereunder prior to such date that elect to continue to be so treated also shall be considered U.S. holders. A non-U.S. holder means a beneficial owner of a note other than a U.S. holder or entity treated as a partnership for U.S. federal income tax purposes.
Except where otherwise specified, the following summary relates only to U.S. holders. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder of notes that is a partnership and partners in such partnership are encouraged to consult their tax advisors about the U.S. federal income tax consequences of holding and disposing of its notes.
Tax Characterization of the Issuing Entity
Special Income Tax Counsel will deliver its opinion, subject to the assumptions and qualifications therein, on the Closing Date to the effect that: (i) the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes will, and the Class E Notes should, be characterized as indebtedness if held by persons other than a beneficial owner of the equity in the issuing entity or its affiliates; (ii) the issuing entity should be treated as a “grantor trust” within the meaning of subtitle A, Chapter 1, subchapter J, Part 1, subpart E of the Code and will not be treated as an association (or publicly traded partnership) taxable as a corporation; and (iii) the holding trust will be treated as a “grantor trust” within the meaning of subtitle A, Chapter 1, subchapter J, Part I, subpart E of the Code. Therefore, neither the issuing entity nor the holding trust itself will be subject to tax for U.S. federal income tax purposes. This opinion will be based on the assumption that all parties will comply with the terms of the trust agreement and related documents. The opinion of Special Income Tax Counsel will assume that the transfer restrictions, as described under “U.S. Tax Matters—Tax Consequences to U.S. Holders of the Notes—Possible Alternative Treatments of the Notes” below, will be enforceable, even where the notes and the certificates trade in global form through a clearing or settlement system. It should be noted, however, that because the notes and the certificates will be held in book-entry form, it is possible that book-entry transfers of beneficial interests in the notes could be effected without the knowledge of the indenture trustee or any note registrar and that book-entry transfers of beneficial interests in the certificates could be effected without the knowledge of the owner trustee or any certificate registrar, making it more difficult to monitor compliance with the transfer restrictions. Opinions of counsel are not binding on the IRS or courts and there cannot be any assurance that the IRS will not challenge any opinions or that courts will not uphold any challenge by the IRS.
The holding trust arrangement is designed to allow interest on the loans received by the issuing entity to qualify for an exemption from withholding applicable to “portfolio interest” with respect to holders of the certificates (if any) who are not “United States persons” within the meaning of section 7701(a)(30) of the Code, or U.S. persons. If the loans were to not be treated as held by the holding trust, the distributive share of gross interest (i.e., interest received on the loans unreduced by interest expense or other expenses of the issuing entity) received by a holder of a certificate or recharacterized note from the loans may be subject to a 30% withholding tax if the holder of a certificate or recharacterized note is a non-U.S. person, absent a reduced rate under an applicable income tax treaty. This would have an adverse impact on the holders of the notes and the certificates issued by the issuing entity.
The issuing entity is required to withhold on income allocable to a holder of a certificate or recharacterized note that is a non-U.S. person that is effectively connected to a United States trade or business of such holder if the issuing entity is treated as a partnership for U.S. federal income tax purposes. While not free from doubt, the activities of the issuing entity will not cause it to be considered to be engaged in a United States trade or business and the issuing
entity does not intend to treat its activities as causing any of its income to be treated as effectively connected to a United States trade or business of a holder that is a non-U.S. person. However, if a holder of a certificate or recharacterized note provides the issuing entity with an IRS Form W-8ECI (or an IRS Form W-8IMY with an IRS Form W-8ECI attached) to indicate that the income is otherwise effectively connected to a United States trade or business of that holder and the issuing entity is a partnership for U.S. federal income tax purposes, the issuing entity would be required to withhold on income so designated by the holder of a certificate or recharacterized note. To avoid such potential liability for the issuing entity, each holder of a certificate or a Class E Note is required to be either (i) a U.S. person that provides the issuing entity with an IRS Form W-9 or (ii) a non-U.S. person that provides the issuing entity with an IRS Form W-8BEN or W-8BEN-E certifying that the income is not effectively connected to a United States trade or business of the holder (or an IRS Form W-8IMY that does not have any IRS Form W-8ECIs attached or that otherwise treats any of the income as effectively connected to a United States trade or business). There can be no assurance, however, that a certificate or a Class E Note will not be held by a non-U.S. person that treats the income as effectively connected to a United States trade or business.
If there is more than one holder of the certificates and any note recharacterized as equity, the issuing entity will be treated as a partnership, as opposed to a grantor trust, for U.S. federal income tax purposes and partnership audit rules would generally apply to the issuing entity. Under these rules, unless an entity elects otherwise, taxes arising from audit adjustments are required to be paid by the entity rather than by its partners or members. The parties responsible for the tax administration of the issuing entity described herein will have the authority to utilize, and intend to utilize, any exceptions available under these provisions (including any changes) and IRS regulations so that the issuing entity’s members, to the fullest extent possible, rather than the issuing entity itself, will be liable for any taxes arising from audit adjustments to the issuing entity’s taxable income if the issuing entity is treated as a partnership. It is unclear to what extent these elections will be available to the issuing entity and how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Prospective investors are urged to consult with their tax advisors regarding the possible effect of these rules.
Tax Consequences to U.S. Holders of the Notes
Treatment of the Notes as Indebtedness. The noteholders and beneficial owners of the notes will agree by their purchase of notes or beneficial interests therein, as the case may be, to treat the notes as debt for U.S. federal income tax purposes. In the opinion of Special Income Tax Counsel, the Class A Notes, Class B Notes, Class C Notes and Class D Notes will, and the Class E Notes should, be classified as indebtedness for U.S. federal income tax purposes if and to the extent held by one or more persons other than a beneficial owner of the equity in the issuing entity or its affiliates.
The discussion below assumes that the publicly offered notes will be treated as indebtedness for U.S. federal income tax purposes.
Stated Interest. The stated interest on the notes that constitutes “qualified stated interest” will be taxable to a U.S. holder as ordinary interest income when received or accrued in accordance with the U.S. holder’s method of tax accounting for U.S. federal income tax purposes.
Original Issue Discount. The notes offered hereunder may be issued with more than a de minimis amount of OID. In general, OID is the excess of the stated redemption price at maturity of a debt instrument over its issue price, unless that excess falls within a statutorily defined de minimis exception. A note’s stated redemption price at maturity is the aggregate of all payments required to be made under the note through maturity except qualified stated interest. Qualified stated interest is generally interest that is unconditionally payable in cash or property, other than debt instruments of the issuing entity, at fixed intervals of one year or less during the entire term of the instrument at specified rates. Unconditionally payable means that reasonable legal remedies exist to compel timely payment or that the terms of the instrument make late payment or non-payment sufficiently remote. The issuing entity intends to treat for OID reporting purposes the potential that interest could be deferred on the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes as sufficiently remote for purposes of the OID rules so as to not cause the stated interest on the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes to fail to qualify as qualified stated interest.
The issue price will be the first price at which a substantial amount of notes are sold, excluding sales to bond holders, brokers or similar persons acting as underwriters, placement agents or wholesalers. If a note were treated as being issued with more than a de minimis amount of OID, a U.S. holder would be required to include OID in income as interest over the term of the note under a constant yield method using a reasonable prepayment assumption pursuant
to section 1272(a)(6) of the Code. To date, the IRS has not issued any guidance under section 1272(a)(6) of the Code. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, each cash payment would be treated as an amount already included in income, to the extent OID has accrued as of the date of the interest payment and is not allocated to prior payments, or as a repayment of principal. If any stated interest were required to be accrued under the OID rules, this treatment would have no significant effect on U.S. holders using the accrual method of accounting (except to require the accrual of any discount to par on the notes). However, cash method U.S. holders would be required to report such stated interest income on the notes in advance of the receipt of cash attributable to that income. If a note is issued at a sufficient discount to par, even if all stated interest is treated as qualified stated interest and not required to be accrued under the OID rules, such discount must be accrued into income under the OID rules rather than as principal payments are received. Even if a note was issued at a discount falling within the de minimis exception to the OID accrual rules, the U.S. holder must include that discount in income (as gain on sale) proportionately as principal payments are made on that note. Prospective investors should consult their tax advisors as to the operation of these rules.
Market Discount. A U.S. holder that purchases a note at a market discount, that is, at a purchase price less than the remaining stated redemption price at maturity of the note, or, in the case of a note with OID, its adjusted issue price, will be required to allocate each principal distribution first to accrued market discount on the note, and recognize ordinary income to the extent the distribution does not exceed the aggregate amount of accrued market discount on the note not previously included in income. For notes that have unaccrued OID, the market discount must be included in income in addition to any OID. A U.S. holder that incurs or continues indebtedness to acquire a note at a market discount also may be required to defer the deduction of all or a portion of the interest on the indebtedness until the corresponding amount of market discount is included in income. In general terms, market discount on a note may be treated as accruing either (i) under a constant yield method or (ii) in proportion to remaining accruals of OID, if any, or if none, in proportion to remaining distributions of interest on the note, in any case taking into account the prepayment assumption. The indenture trustee will make available, as required by the IRS, to beneficial owners of notes information necessary to compute the accrual of market discount.
Notwithstanding the above rules, market discount on a note will be considered to be zero if the discount is less than 0.25% of the remaining stated redemption price at maturity of the note multiplied by its weighted average remaining life. Weighted average remaining life presumably would be calculated in a manner similar to weighted average life, taking into account payments, including prepayments, prior to the date of acquisition of the note by the subsequent purchaser. If market discount on a note is treated as zero under this rule, the actual amount of market discount must be allocated to the remaining principal distributions on the note and, when each distribution is received, gain equal to the discount allocated to the distribution will be recognized.
Premium. A U.S. holder that purchases a note at a cost greater than its remaining stated redemption price at maturity will be considered to have purchased the note at a premium. A U.S. holder need not include in income any remaining OID and may elect to treat the premium as “amortizable bond premium.” If a U.S. holder makes an election, the amount of any interest payment that must be included in the U.S. holder’s income for each period ending on a distribution date will be reduced by the portion of the premium allocable to that period based on the premium note’s yield to maturity. The premium amortization should be made using constant yield principles. If an election is made by the U.S. holder, the election will also apply to all bonds the interest on which is not excludible from gross income, “fully taxable bonds,” held by the U.S. holder at the beginning of the first taxable year to which the election applies and to all fully taxable bonds thereafter acquired by it, and is irrevocable without the consent of the IRS. If an election is not made:
| • | a U.S. holder must include the full amount of each interest payment in income as it accrues; and |
| • | the premium must be allocated to the principal distributions on the premium note and when each distribution is received a loss equal to the premium allocated to the distribution will be recognized. |
Any tax benefit from the premium not previously recognized will be taken into account in computing gain or loss upon the sale or disposition of the premium note.
Special Election. A U.S. holder may elect to include in gross income all “interest” that accrues on the note by using a constant yield method. For purposes of the election, the term “interest” includes stated interest, acquisition discount, OID,
de minimis OID, market discount,
de minimis market discount and unstated interest as adjusted by any amortizable bond premium or acquisition premium. Potential U.S. holders are encouraged to consult with your own
tax advisors regarding the time and manner of making and the scope of the election and the implementation of the constant yield method.
Sale or Other Disposition. If a U.S. holder sells a note, such U.S. holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the U.S. holder’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular U.S. holder will equal the U.S. holder’s cost for the note, increased by any discount previously included by the U.S. holder in income with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments, other than qualified stated interest, previously received by the U.S. holder with respect to the note. Any gain or loss will be capital gain or loss, except for gain representing accrued interest not previously included in income. Any capital gain recognized upon a sale, exchange or other disposition of a note will be long-term capital gain if the U.S. holder’s holding period is more than one year and will be short-term capital gain if the U.S. holder’s holding period is one year or less. However, a three year holding period applies for long-term capital gain purposes to certain indirect holders who received their interest in the entity holding the notes in connection with substantial services. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult with their own tax advisors concerning the U.S. federal income tax consequences of the sale, exchange or other disposition of a note.
Certain non-corporate U.S. holders are subject to a 3.8% tax, in addition to regular tax on income and gains, on some or all of their “net investment income,” which generally will include interest, OID and market discount realized on a note and any net gain recognized upon a disposition of a note. U.S. holders should consult their tax advisors regarding the applicability of this tax in respect of their notes.
Possible Alternative Treatments of the Notes. The opinion of Special Income Tax Counsel will reflect some uncertainty as to the U.S. federal income tax classification of the Class E Notes. If the IRS were to successfully contend that the Class E Notes were not classified as indebtedness for U.S. federal income tax purposes, such notes would be treated as equity interests in the issuing entity for U.S. federal income tax purposes. If that were the case, it is expected that the certificateholders and holders of the recharacterized notes would be treated as owners of the equity in the issuing entity, which would no longer qualify as a grantor trust. As a result, for U.S. federal income tax purposes, the issuing entity should be characterized as an entity treated as a partnership, with the certificateholders and the holders of the recharacterized notes being the partners in such partnership.
An entity treated as a partnership (other than a publicly traded partnership taxable as a corporation) would annually file IRS Form 1065, Return of Partnership Income, and it and its partners would be required to comply with the requirements of subchapter K and the other provisions of the Code that apply to entities treated as partnerships for U.S. federal income tax purposes and to the partners of such partnerships. In general, a partnership is not subject to U.S. federal income tax, rather, the partners are required separately to take into account their allocable shares of the income, gains, losses, deductions and credits of the partnership, calculated according to the partners’ respective ownership interests in the partnership and regardless of whether corresponding cash payments are received by such partners. The allocation of the issuing entity’s income, gains, losses, deductions and credits to the holders of the recharacterized notes could result in them receiving income in timing, character and amounts different than expected; although, in such event, the amount and timing of income to a holder of a recharacterized note would not generally be expected to differ materially from that which a holder would receive if such holders’ notes were not recharacterized. However, a tax-exempt U.S. holder of a recharacterized note could be treated as receiving unrelated business taxable income from the issuing entity, and, if the IRS determines that the activities of the issuing entity will cause it to be considered to be engaged in a United States trade or business, a non-U.S. holder of a recharacterized note could be required to file a U.S. tax return and could be subject to tax (and withholding) on its share of the issuing entity’s income at regular U.S. tax rates, and in the case of a corporate non-U.S. holder, the branch profits tax. In the event that the issuing entity is required to withhold tax with respect to any recharacterized notes held by non‑U.S. holders, the issuing entity could be liable for any failure to so withhold, thereby reducing cash flow that would otherwise be available to make payments on all notes (including Class A Notes, Class B Notes, Class C Notes and Class D Notes). In the event the Class E Notes are successfully recharacterized as equity, the issuing entity should be treated as a partnership as described above and payments on the recharacterized notes should be treated as “guaranteed payments” under section 707 of the Code. Certain adverse state and local tax implications could also arise.
In addition, if the issuing entity is treated as a partnership, the issuing entity may be subject to limitations on the amount of interest deductions that it may take in each year. Deductions for business interest are limited to the issuing entity’s business interest income plus 30% of a business’s taxable income (before interest, depreciation, and depletion). Because the limitation on interest is based upon income before depletion, the significance of the limitation
is difficult to predict. However, it is possible that the issuing entity will not be able to deduct all of its interest expense in the year accrued. If this occurs, the excess interest expense could be carried forward to subsequent years, but the tax allocable to the issuing entity’s beneficial owners in the year the expense is accrued could increase.
In addition, if a partnership earns income effectively connected to a United States trade or business, section 1446(f) of the Code requires a transferee of a partnership interests to withhold 10% of the amount realized by the transferor unless the transferee can properly establish that the transferor is a U.S. person. If a transferee is required to withhold and does not, the partnership is required to withhold, but only on distributions to such transferee. As stated earlier in this prospectus, the issuing entity will treat its income as not being effectively connected to a United States trade or business. The issuing entity has not created any mechanism for a transferee of a Class E Note to establish whether the transferor is a U.S. person if the Class E Notes were to be recharacterized as equity. Treasury issued final regulations in which it provided guidance as to how transferees can comply with their obligations pursuant to these rules. For example, under the final regulations, a transferee may rely on a partnership’s certification stating that the partnership is not engaged in a trade or business within the United States to eliminate the transferee’s obligation to withhold. It is unclear how these rules will be interpreted or implemented by the IRS or Treasury.
If the IRS successfully asserted that one or more classes of the notes did not represent debt for U.S. federal income tax purposes, the issuing entity might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences. In such a case, the issuing entity would be subject to U.S. federal income taxes at corporate tax rates on its taxable income and would not be able to reduce its taxable income by deductions for interest expense on any notes recharacterized as equity. Such an entity-level tax could result in reduced distributions to holders of the notes and adversely affect the issuing entity’s ability to make payments of principal and interest with respect to the notes. Alternatively, the issuing entity could be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests.
Prospective investors should consult with their own tax advisors concerning the potential U.S. federal income tax consequences of the possible alternative treatments of the notes.
The IRS has issued Treasury regulations under section 385 of the Code that in certain circumstances treat an instrument that otherwise would be treated as debt for U.S. federal income tax purposes as equity during periods in which the instrument is held by a member of an “expanded group” that includes the issuing entity of the instrument. An expanded group is generally a group of corporations or controlled partnerships connected through 80% or greater direct or indirect ownership links.
The regulations are complex and have not yet been applied by the IRS or any court. If the notes were treated as equity under these rules, they may once again be treated as debt when acquired by a holder that is not a member of an expanded group including the issuing entity. Notes treated as newly issued under this rule may have tax characteristics differing from notes that were not previously treated as equity. The issuing entity does not intend to separately track any such notes.
Potential investors in the notes should consult with their own tax advisors regarding the possible effect of the section 385 regulations on them, including without limitation with regard to tax consequences where notes held by them are treated as having tax characteristics that differ from other notes.
Tax Consequences to Non-U.S. Holders of the Notes
Subject to the discussion below concerning the Foreign Account Tax Compliance Act, or FATCA, and backup withholding, interest payments (including OID) made, or accrued, to a beneficial owner of notes that is a non-U.S. holder generally will be considered “portfolio interest,” and generally will not be subject to U.S. federal income tax and withholding if the interest is not effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder, and the non-U.S. holder (i) is not actually or constructively a 10% owner of the profits or capital of the issuing entity (including a holder of 10% of the outstanding certificates and recharacterized notes, if any), a “controlled foreign corporation” with respect to which the issuing entity is a “related person” within the meaning of the Code, or a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business and (ii) provides the indenture trustee or other person who is otherwise required to withhold United States tax with respect to the notes with an IRS Form W-8BEN-E (or other applicable IRS Form W-8, not including, in the case of the Class E Notes, IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), signed under penalty of perjury, certifying that the beneficial owner of the note is a non-U.S. holder and providing the non-U.S. holder’s name and address. If a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the signed IRS Form W-8BEN-E (or
other applicable IRS Form W-8, not including, in the case of the Class E Notes, IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached) to the withholding agent. If a non-U.S. holder does not satisfy these requirements, then it will be subject to withholding tax unless it provides a properly executed IRS Form W-8BEN-E (or other applicable IRS Form W-8, not including, in the case of the Class E Notes, IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached) claiming an exemption from or reduction in withholding under the benefit of a tax treaty or otherwise establishing an exemption from withholding tax. If income from the interest is effectively connected income, the non-U.S. holder, although exempt from the withholding tax discussed above, will be subject to U.S. federal income tax on that interest at graduated rates. In addition, if the non-U.S. holder is a foreign corporation, it will be subject to a branch profits tax equal to 30% of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate or an exemption under an applicable tax treaty. A non-U.S. holder other than an individual or corporation (or an entity treated as such for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements. In particular, in the case of notes held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information.
Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. holder will be exempt from U.S. federal income and withholding tax, provided that (i) the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder and (ii) in the case of an individual non-U.S. holder, the non-U.S. holder is not present in the United States for 183 days or more in the taxable year and does not otherwise have a “tax home” within the United States.
Non-U.S. holders of notes are encouraged to consult their own tax advisors in determining the U.S. federal, state, local, non-U.S. and other tax consequences of the purchase, ownership and disposition of
the notes.
As discussed under “U.S. Tax Matters—Tax Consequences to U.S. Holders of the Notes—Possible Alternative Treatments of the Notes” above, it is possible that a holder of a note could be treated as owning an equity interest in a partnership. If any class or classes of the notes were to be characterized by the IRS as equity in the issuing entity, interest payments to a non-U.S. holder of such notes might become subject to U.S. withholding tax, especially if the non-U.S. holder provides an IRS Form W-8ECI in connection with its acquisition or ownership of such notes. If imposed, such withholding tax would reduce the amount of payments to any such non-U.S. holders of any such recharacterized class of notes. Further, the IRS could assert a withholding tax on interest payments distributed to such holders prior to the recharacterization. Should the amounts required to be withheld exceed the amounts that are then available for payment to such non-U.S. holders, amounts that would otherwise be available for payment to the other noteholders may be used to pay such remaining withholding tax. Any resulting delays in payment or losses may be suffered by other noteholders.
This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to non-U.S. holders of the notes as well as the application of the withholding regulations. You are encouraged to consult your own tax advisors for specific advice regarding the
holding and disposing of notes.
Foreign Account Tax Compliance Act
Under FATCA, withholding at a rate of 30% generally will be required in certain circumstances on interest payments in respect of and principal payments on, and gross proceeds from the sale or other disposition of (subject to the caveat below), the notes held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the U.S. and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country, or other guidance, may modify these requirements. Accordingly, the entity through which the notes are held will affect the determination of whether such withholding is required. Similarly, in certain circumstances, interest payments in respect of, principal payments on and gross proceeds from the sale or other disposition of (subject to the caveat below), the notes held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions generally will be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any ‘‘substantial United States owners’’ or (ii) provides certain information regarding the entity’s ‘‘substantial United States owners,’’ which the indenture trustee will in turn provide to the IRS. The paying agent will not pay any
additional amounts to the noteholders in respect of any amounts withheld. This withholding tax will apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (
e.g., under the portfolio interest exemption or as capital gain). Notwithstanding the foregoing, the IRS has issued proposed regulations, upon which taxpayers may generally rely, that exclude gross proceeds from the sale or other disposition of the notes from the application of the withholding tax imposed under FATCA. Prospective investors should consult their tax advisors regarding the possible implications of these rules on
their investment in the notes.
Backup Withholding and Information Reporting
The indenture trustee will generally be required to report annually to the IRS, and to each noteholder, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income tax purposes, except as to exempt noteholders (for example, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each noteholder who is not an exempt noteholder will be required to provide to the indenture trustee, under penalty of perjury, a certificate containing the noteholder’s name, address, correct U.S. federal taxpayer identification number and a statement that the noteholder is not subject to backup withholding. Should such a noteholder fail to provide the required certification, the paying agent will be required to withhold the tax from interest otherwise payable to the noteholder and the paying agent will be required to pay the withheld amount to the IRS.
Certain U.S. Federal Income Tax Documentation Requirements
A beneficial owner of the notes holding its interest in such notes through DTC will be subject to the 30% U.S. withholding tax described under “U.S. Tax Matters—Tax Consequences to Non-U.S. Holders of the Notes” above that generally applies to payments of interest, including payments of accrued OID, on debt issued by U.S. persons, unless:
| • | each clearing system, bank or other financial institution that holds notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and |
| • | such beneficial owner complies with applicable certification requirements. |
State and Local Tax Consequences
Prospective investors should consider the state and local tax consequences of the purchase, ownership and disposition of the notes. Such tax laws may differ substantially from the corresponding U.S. federal income tax law, and this discussion does not purport to describe any aspect of the tax laws of any state or locality. Therefore, prospective investors are encouraged to consult with their own tax advisors as to the various state and local tax consequences of an investment in the notes.
The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the Internal Revenue Code of 1986, as amended, or the Code, impose certain duties and requirements on employee benefit plans and other retirement arrangements (such as individual retirement accounts and Keogh plans) that are subject to the fiduciary responsibility provisions of Title I of ERISA and/or Section 4975 of the Code and certain entities whose assets are deemed to include the “plan assets” of such employee benefit plans or other retirement arrangements, referred to as plans, and on persons who are fiduciaries of plans. Any person who exercises any authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan. A fiduciary of a plan subject to the fiduciary responsibility provisions of Title I of ERISA should consider the fiduciary standards thereunder in the context of the plan’s particular circumstances before authorizing an investment of a portion of such plan’s assets in the notes described in this prospectus. Accordingly, pursuant to Section 404 of ERISA, such fiduciary should consider, among other factors:
| • | whether the investment is for the exclusive benefit of plan participants and their beneficiaries; |
| • | whether the investment satisfies the applicable diversification requirements; |
| • | whether the investment is in accordance with the documents and instruments governing the plan; |
| • | whether the fiduciary has the authority to make the investment; |
| • | the tax effects of the investment; and |
| • | whether the investment is prudent, considering the nature of the investment. |
Fiduciaries of plans also should consider ERISA’s prohibition on improper delegation of control over, or responsibility for, the assets of a plan.
In addition, ERISA and Section 4975 of the Code prohibit a broad range of transactions involving plan assets with persons that are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code. Such transactions are treated as “prohibited transactions” under Section 406 of ERISA and significant excise taxes and/or other penalties are imposed under ERISA and/or Section 4975 of the Code unless a statutory, regulatory or administrative exemption applies. The issuing entity, the underwriters, the sponsor, the depositor, the servicer, any subservicers, the indenture trustee, the owner trustee and certain of their affiliates might be considered parties in interest or disqualified persons with respect to a plan. If so, the acquisition, holding or disposition of notes by or on behalf of such plan could be considered to give rise to a prohibited transaction unless an exemption is available. Unless the context clearly indicates otherwise, any reference herein to the acquisition, holding or disposition of a note shall also mean, the acquisition, holding or disposition of a beneficial interest in such note.
The Department of Labor has issued regulations defining what constitutes “plan assets” for purposes of ERISA and Section 4975 of the Code. Department of Labor Regulations 2510.3-101, as modified by Section 3(42) of ERISA, or the Plan Asset Regulations, provide that if a plan makes an investment in an “equity interest” in an entity, an undivided portion of the assets of the entity will be considered the assets of such plan unless certain exceptions set forth in such regulations apply. If the notes are considered to be an equity interest in the issuing entity, a plan that purchased notes might be deemed to have acquired an undivided interest in the issuing entity’s assets, and certain transactions involving such assets might constitute prohibited transactions. The notes will not be considered equity interests in the issuing entity for purposes of Section 3(42) of ERISA and the Plan Asset Regulations if the notes are treated as indebtedness under applicable local law and have no substantial equity features. If the notes are treated as indebtedness without substantial equity features, the issuing entity’s assets would not be deemed to include assets of a plan that acquired notes.
The Class A Notes, Class B Notes, Class C Notes and Class D Notes may be purchased by plans as the issuing entity believes that, while there is little guidance on the subject, each of the Class A Notes, the Class B Notes, Class C Notes and Class D Notes should be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations. This determination is based in part on the traditional debt features of those notes, including the reasonable expectation of purchasers of such notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. However, whether or not those notes are treated as debt for ERISA purposes, the acquisition, holding or disposition of such notes by or on behalf of a plan could result in a prohibited transaction if such acquisition, holding or disposition were deemed to be a prohibited sale or exchange of property or a loan to the issuing entity, and the issuing entity, the indenture trustee, the owner trustee, the depositor or the underwriters are considered parties in interest with respect to the plan.
One or more prohibited transaction exemptions may be available with respect to the acquisition, holding or disposition of the Class A Notes, Class B Notes, Class C Notes and Class D Notes, including, but not limited to:
| • | Prohibited Transaction Class Exemption, (PTCE), 84-14, regarding transactions negotiated by qualified professional asset managers; |
| • | PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts; |
| • | PTCE 91-38, regarding transactions entered into by bank collective investment funds; |
| • | PTCE 95-60, regarding transactions entered into by insurance company general accounts; |
| • | PTCE 96-23, regarding transactions effected by in-house asset managers; or |
| • | the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for certain prohibited transactions between a plan and a person or entity that is a party in interest to such plan solely by reason of providing services to the plan or a relationship to such a service provider |
(other than a party in interest that is a fiduciary with respect to the investment of the assets of the plan involved in the transaction, or an affiliate of any such fiduciary), provided that the plan pays no more than and receives no less than adequate consideration in connection with the transaction.
Each purchaser and each transferee using the assets of a plan to acquire the Class A Notes, Class B Notes, Class C Notes or Class D Notes will be deemed to have represented that the acquisition, holding and disposition of the notes (or a beneficial interest therein) will not constitute or result in a non‑exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. The Class E Notes may be treated as equity under the Plan Asset Regulations and therefore may not be purchased by, on behalf of, or with any assets of any plan. Each purchaser and each transferee of any interest in the Class E Notes will be deemed to have represented on each day on which it purchases or holds any interest in any Class E Note that it is not and is not acting on behalf of an entity that is or will be a plan or using the assets of a plan.
Any plan, or fiduciary or other person investing the assets of a plan (referred to as a plan fiduciary), considering the purchase of notes may wish to consult with its counsel as to the potential applicability of ERISA and the Code to the investment. Moreover, each plan fiduciary may wish to determine whether, under the general fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio.
Due to the possibility that the issuing entity, holding trust, sponsor, depositor, underwriters, servicer, any subservicers, indenture trustee, owner trustee or any of their respective affiliates (each and collectively referred to as the transaction parties) may receive certain benefits in connection with the sale or holding of the Class A Notes, Class B Notes, Class C Notes or Class D Notes, the purchase of such notes using plan assets over which any of these parties or their affiliates has investment authority, or renders investment advice for a fee with respect to the plan assets, or is the employer or other sponsor of the plan, might be deemed to be a violation of Title I of ERISA or Section 4975 of the Code. Accordingly, the Class A Notes, Class B Notes, Class C Notes or Class D Notes may not be purchased using plan assets if any of the transaction parties has investment authority, or renders investment advice for a fee with respect to the plan assets, or is the employer or other sponsor of the plan, unless an applicable prohibited transaction exemption is available to cover the purchase or holding of such notes or the transaction is not otherwise prohibited.
Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA), foreign plans (as described in Section 4(b)(4) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), while not subject to the fiduciary responsibility provisions of Title I of ERISA or the prohibited transaction provisions of ERISA or Section 4975 of the Code, may nevertheless be subject to federal, state, local or non-U.S. or other laws or regulations that are substantially similar to the prohibited transaction provisions of ERISA or Section 4975 of the Code (hereinafter referred to as similar law and similar law plans). The Class A Notes, Class B Notes, Class C Notes and Class D Notes may be purchased by, on behalf of, or with any assets of similar law plans. Each purchaser and each transferee using the assets of a similar law plan to acquire the Class A Notes, Class B Notes, Class C Notes or Class D Notes will be deemed to have represented that the acquisition, holding and disposition of the notes will not constitute or result in a violation of any similar law. Any fiduciary of a similar law plan that is considering the purchase of notes may wish to consult with its counsel as to the potential applicability of similar law to the investment. The Class E Notes may not be purchased or held by, on behalf of, or with any assets of any similar law plans. Each purchaser and each transferee of any interest in a Class E Note will be deemed to have represented that it is not and is not acting on behalf of an entity to purchase or hold any such interest that is or will be a similar law plan.
The sale of notes to a plan is in no respect a representation by the issuing entity, depositor or the underwriters that this investment meets all relevant legal requirements for investments by plans generally or any particular plan or that this investment is appropriate for plans generally or any particular plan.
As a consumer finance company, Exeter is subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract, improper collection practices, credit bureau reporting and discriminatory treatment of credit applicants. Some litigation against Exeter could take the form of class action complaints by consumers. As the assignee or purchaser of automobile loan contracts originated indirectly by dealers or originated directly by the direct lenders, in each case for sale or assignment to Exeter, Exeter also may be named as a co-defendant in lawsuits filed by consumers principally against such dealers or such direct lenders. The damages and penalties claimed by consumers in these types of matters can be substantial.
The relief requested by plaintiffs varies but can include requests for compensatory, statutory and punitive damages. Exeter is also party to, or is periodically otherwise involved in, reviews, investigations, examinations and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies, including the Federal Reserve, the Bureau, the DOJ, the SEC, the FTC and various state regulatory and enforcement agencies. The penalties and remedies sought by government and self-regulatory agencies in these types of matters can be substantial. Exeter believes that it has taken prudent steps to address and mitigate the litigation and regulatory risks associated with its business activities. See “The Sponsor, the Servicer and the Custodian” in this prospectus for more information. As of the date of this prospectus, Exeter is not subject to litigation or reviews, investigations, examinations or proceedings by government or self-regulatory agencies that individually or in the aggregate would materially adversely affect the noteholders.
Certain Relationships and Related Transactions
In the ordinary course of business from time to time, Exeter and its affiliates have business relationships and agreements with affiliates of the owner trustee and the indenture trustee, including commercial banking, committed credit facilities, underwriting agreements, hedging agreements and financial advisory services, all on arm’s length terms and conditions.
The owner trustee is not an affiliate of any of the depositor, Exeter, the servicer, the issuing entity, the indenture trustee or the backup servicer. However, the owner trustee and one or more of its affiliates may, from time to time engage in arm’s length transactions with the depositor, the sponsor, the indenture trustee, the backup servicer, Exeter or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of automobile loan contracts.
The indenture trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the owner trustee or Exeter. However, the indenture trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the owner trustee, Exeter or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of automobile loan contracts.
Citigroup Global Markets Inc. is an affiliate of the indenture trustee and the backup servicer, Citibank, N.A.
The sponsor, the depositor and Exeter are affiliates and also engage in other transactions with each other involving securitizations and sales of automobile loan contracts.
Volcker Rule Considerations
The holding trust and the issuing entity will be relying on an exclusion or exemption under the 1940 Act contained in Section 3(c)(5) of the 1940 Act and Section 3(c)(6) of the 1940 Act, respectively, although there may be additional exclusions or exemptions available to the holding trust and the issuing entity. Each of the issuing entity and the holding trust is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the Volcker Rule). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013 and became effective on April 1, 2014. Conformance with the Volcker Rule and its implementing regulations was required by July 21, 2015 (subject to the possibility of up to two one-year extensions). Under the Volcker Rule, unless otherwise jointly determined by specified federal regulators, a “covered fund” does not include an issuing entity that may rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the 1940 Act. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.
U.S. Credit Risk Retention
The risk retention regulations in Regulation RR require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the automobile loan contracts. The depositor is a wholly-owned subsidiary of the sponsor and will initially retain the required economic interest in the credit risk of the automobile loan contracts to satisfy the sponsor’s obligations under Regulation RR.
The depositor will satisfy the risk retention requirements of Regulation RR by initially retaining at least 5% of the initial principal amount of each class of the notes and the certificates, which in the aggregate satisfies the requirements for an “eligible vertical interest” under Regulation RR. The sponsor, the depositor or another majority-owned affiliate of the sponsor is required to retain the eligible vertical interest until the latest of (i) two years from the closing date, (ii) the date the Pool Balance is one-third or less of the initial Pool Balance, or (iii) the date the principal amount of the notes is one-third or less of the original principal amount of the notes. None of the sponsor, the depositor nor any of their affiliates may sell, transfer or hedge their exposure to the eligible vertical interest during this period other than as permitted by Regulation RR. Under Regulation RR, the sponsor or its majority-owned affiliate may enter into certain arrangements to finance the retained interest on a full recourse basis, including through a repurchase agreement. In addition, there is no guidance from any regulatory agency as to whether the terms and conditions of certain methods of financing arrangements the sponsor or its majority-owned affiliate may enter into comply or do not comply with Regulation RR. As a result, it is possible that a regulatory agency would make a determination that the terms and conditions of any financing arrangement entered into by the sponsor or its majority-owned affiliate fail to comply with Regulation RR on the effective date of such facility or at any other time during the term of such facility.
See “Description of the Notes” in this prospectus for a description of the material terms of the notes. The certificates represent the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given distribution date, required deposits to the reserve account on that distribution date, and other required payments.
The depositor recently sold all of the retained certificates in its outstanding securitizations to unaffiliated third parties, other than those certificates which the sponsor or a majority-owned affiliate of the sponsor is required to retain to satisfy the sponsor’s risk retention obligations under Regulation RR. The depositor may, at its discretion, retain the certificates of the issuing entity or (except with respect to that portion of such certificates that the sponsor or a majority-owned affiliate of the sponsor is required to retain in accordance with Regulation RR), transfer or sell them to third parties in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale, in each case on or after the closing date.
Post-Closing Date Disclosure: The first monthly servicer report filed under cover of Form 10-D following the closing date will include the amount of the eligible vertical interest retained at closing, if that amount is materially different from the amount disclosed in this prospectus.
Under the terms and subject to the conditions set forth in the underwriting agreement for the sale of the publicly offered notes, each of the underwriters has severally agreed, subject to the terms and conditions set forth therein, to purchase the principal amount of the publicly offered notes set forth opposite its name below:
| Underwriters | | | | | | | | | | | |
| Barclays Capital Inc. | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
| J.P. Morgan Securities LLC | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
| Mizuho Securities USA LLC | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
| Citigroup Global Markets Inc. | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
| Deutsche Bank Securities Inc. | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
| Wells Fargo Securities, LLC | $________ | | $________ | | $________ | | $________ | | $________ | | $________ |
Total | $94,050,000 | | $169,461,000 | | $107,939,000 | | $147,934,000 | | $126,597,000 | | $127,072,000 |
The underwriters have advised the depositor that they propose initially to offer the publicly offered notes to the public at the prices listed below, and to dealers at prices less the initial concessions listed below:
| | | | Net Proceeds
to the Depositor(1) | | Selling Concessions
Not to Exceed(2) | | |
Class A-1 Notes | ____% | | ____% | | ____% | | ____% |
Class A-2 Notes | ____% | | ____% | | ____% | | ____% |
Class A-3 Notes | ____% | | ____% | | ____% | | ____% |
Class B Notes | ____% | | ____% | | ____% | | ____% |
Class C Notes | ____% | | ____% | | ____% | | ____% |
Class D Notes | ____% | | ____% | | ____% | | ____% |
_________________________
| (1) | Before deducting expenses, estimated to be between $500,000 and $1,000,000. |
| (2) | In the event of possible sales to affiliates, one or more of the underwriters may be required to forego a de minimis portion of the selling concession they would otherwise be entitled to receive. |
The Class E Notes are not being offered by this prospectus, and the depositor expects that the Class E Notes will be privately placed.
At least 5% of the initial principal amount of each class of the notes will be initially retained by the depositor or an affiliate of the depositor, the retained notes. Any retained notes will not be sold to the underwriters under the underwriting agreement. The depositor may, from time to time and at its discretion, except with respect to that portion of the notes that the sponsor or a majority-owned affiliate of the sponsor is required to retain in accordance with the requirements of Regulation RR, subsequently sell the retained notes to purchasers directly or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of the retained notes. If any retained notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions. Any retained notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.
The depositor and the sponsor have agreed to indemnify the underwriters against specified liabilities including civil liabilities under the Securities Act, or contribute payments which the underwriters may have to make in respect thereof.
Upon receiving a request by an investor who has received an electronic prospectus from an underwriter or a request by the investor’s representative within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly deliver, or cause to be delivered, without charge, a paper copy of the prospectus.
The depositor or its affiliates may apply all or any portion of the net proceeds of this offering to the repayment of debt, including “warehouse” debt secured by the automobile loan contracts, prior to their sale to the issuing entity. One or more of the underwriters, or their respective affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, may have acted as a “warehouse lender” to its affiliates, and may receive a portion of the proceeds as a repayment of the “warehouse” debt. Because more than 10% of the net offering proceeds of the offering may be paid to the underwriters or their respective affiliates or associated persons, this offering is being made pursuant to the provisions of Rule 5121 of the Conduct Rules of the National Association of Securities Dealers.
Until the distribution of the publicly offered notes is completed, the rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the publicly offered notes. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the publicly offered notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the publicly offered notes.
If the underwriters create a short position in the publicly offered notes in connection with this offering (i.e., they sell more publicly offered notes than the aggregate initial principal amount set forth on the cover page of this prospectus), the underwriters may reduce that short position by purchasing publicly offered notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.
Neither the depositor, the servicer, the issuing entity nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above might have on
the price of the publicly offered notes. In addition, neither the depositor, the servicer, the issuing entity nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, if commenced, will not be discontinued without notice.
There is currently no secondary market for the publicly offered notes and it should not be assumed that one will develop. The underwriters currently expect, but are not obligated, to make a market in the publicly offered notes. It should not be assumed that any such market will develop, or if one does develop, that it will continue or provide sufficient liquidity.
In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with the sponsor and its affiliates.
European Economic Area
Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any EU retail investor in the European Economic Area (the EEA). For these purposes:
| (a) | the expression EU retail investor means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (B) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the EU Prospectus Regulation); and |
| (b) | the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. |
United Kingdom
Each underwriter has represented and agreed that:
| (a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the FSMA)) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the depositor; and |
| (b) | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom (the UK); and |
| (c) | if any class of notes has a final scheduled distribution date falling less than one year after the closing date, no notes of such class have been or will be offered in the UK or to any UK person, and no proceeds of such class of notes will be received in the UK. |
Each underwriter has also represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any UK retail investor in the UK. For these purposes:
| (a) | the expression UK retail investor means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA), and as amended; or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (such rules or regulations, as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA, and as amended; or (C) not a qualified investor as defined in |
Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (as amended, the UK Prospectus Regulation); and
| (b) | the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. |
In addition to the legal opinions described in this prospectus, certain U.S. federal income tax and other matters will be passed upon for the depositor, the holding trust and the issuing entity by Morgan, Lewis & Bockius LLP, New York, New York. Certain legal matters relating to the notes will be passed upon for the underwriters by Dechert LLP, New York, New York.
Incorporation by Reference
The sponsor will from time to time, file various items with the SEC relating to the issuing entity and the notes offered by this prospectus. These items will include the definitive legal documents used for each issuance, definitive prospectus and computational materials, as well as periodic reports that the sponsor will file for the issuing entity for so long as the issuing entity is subject to the reporting requirements of the Exchange Act.
All of these items will be incorporated by reference into the registration statement of which this prospectus is a part, which means, among other things, that those items are considered to be a part of this registration statement for purposes of the federal securities laws. These items will be publicly available as described under “Where You Can Find More Information.”
The holding trust property will secure the notes, however, neither the issuing entity nor the holding trust will engage in any business activities or have any assets or obligations prior to the issuance of the notes, except for the capital contribution made to any issuing entity which is a Delaware statutory trust.
Amount Financed means, for any automobile loan contract, the aggregate amount advanced toward the purchase price of the financed vehicle and any related costs, including amounts advanced at the time the automobile loan contract is originated for:
| • | debt cancellation coverage; |
| • | car club and warranty contracts; and |
| • | other items customarily financed as part of motor vehicle retail installment sale contracts or auto loan agreements, and related costs. |
Available Funds means, for any distribution date, the sum of:
| (1) | the Collected Funds for the related collection period; plus |
| (2) | all Purchase Amounts deposited in the collection account, reserve account and note distribution account with respect to the related collection period; plus |
| (3) | income on investments earned on amounts on deposit in the collection account, reserve account and note distribution account for the related collection period; plus |
| (4) | the proceeds of any liquidation of the assets of the holding trust, other than Net Liquidation Proceeds; plus |
| (5) | the proceeds of any purchase or sale of assets of the holding trust pursuant to the exercise by the servicer or the depositor of its “clean-up call” option to purchase the automobile loan contracts; plus |
| (6) | amounts in excess of the amount required to be on deposit in the reserve account that are released from the reserve account. |
Collected Funds means, for any collection period, the amount of funds in the collection account representing automobile loan contract collections during such collection period, including all Net Liquidation Proceeds collected during such collection period, but excluding any Purchase Amounts.
Cram Down Loss means, for any automobile loan contract that has not become a Liquidated Receivable, if a court of appropriate jurisdiction in an insolvency proceeding issued an order reducing the amount owed on the automobile loan contract, an amount equal to the excess of the automobile loan contract’s Principal Balance immediately prior to the order over the automobile loan contract’s Principal Balance as reduced. A Cram Down Loss shall be deemed to have occurred on the order’s issuance date.
Customary Servicing Practices means, with respect to the management, servicing, administration and making of collections on the automobile loan contracts, the performance of such actions with reasonable care, using that degree of skill and attention that the servicer exercises with respect to comparable automotive receivables that it services for itself or on behalf of others.
Force Majeure Event shall mean any default or delay caused by acts of God or government, including wars or military action, terrorism or threat of terrorism, riots or civil unrest, pandemics, epidemics, fires, storms, earthquakes, floods, power outages or other disasters of nature, provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.
Liquidated Receivable means, for any collection period, an automobile loan contract for which:
| • | on the last day of the collection period, if as of that date, more than 10% of any scheduled automobile loan contract payment remains unpaid for 120 days or more from the date for such payment and the related financed vehicle has not been repossessed; |
| • | the related financed vehicle has been repossessed and the servicer has either liquidated such financed vehicle or held such financed vehicle in its inventory for more than 60 days (or up to 90 days subject to the servicer’s modification of its Customary Servicing Practices) at month-end; or |
| • | is otherwise required to be charged-off or is deemed uncollectible by the servicer in accordance with its Customary Servicing Practices. |
Liquidation Proceeds means the sum of (i) with respect to a Liquidated Receivable, all amounts realized with respect to such automobile loan contract, and (ii) any collections representing payments of fees, expenses or charges paid by obligors and in respect of which the servicer was previously reimbursed as supplemental servicing fees.
Majority Noteholders means the holders of notes representing a majority of the note principal amount of (i) the Class A Notes Outstanding (voting together as a class) as long as any Class A Notes are Outstanding, and thereafter (ii) the Class B Notes Outstanding as long as any Class B Notes are Outstanding, and thereafter (iii) the Class C Notes Outstanding as long as any Class C Notes are Outstanding, and thereafter (iv) the Class D Notes Outstanding as long as any Class D Notes are Outstanding, and thereafter (v) the Class E Notes Outstanding as long as any Class E Notes are Outstanding.
Net Liquidation Proceeds means Liquidation Proceeds net of (1) reasonable expenses incurred by the servicer in connection with the collection of an automobile loan contract and/or the repossession and disposition of the related financed vehicle (or any other automobile loan contract and related financed vehicle to the extent permitted by the sale and servicing agreement) and (2) amounts that are required to be refunded to the obligor on such automobile loan contract.
Noteholders’ Interest Carryover Amount means, for any class of notes and any determination date, all or any portion of the Noteholders’ Interest Distributable Amount for that class of notes for the immediately preceding distribution date, that remains unpaid as of the determination date, plus, to the extent permitted by law, interest on the unpaid amount at the interest rate paid by the class of notes from the immediately preceding distribution date to but excluding the related distribution date.
Noteholders’ Interest Distributable Amount means, for any distribution date, the sum of the Noteholders’ Monthly Interest Distributable Amount for each class of notes for such distribution date and the Noteholders’ Interest Carryover Amount, if any, for each class of notes, calculated as of such distribution date.
Noteholders’ Monthly Interest Distributable Amount means, for any distribution date and any class of notes, the interest accrued at the respective interest rate during the applicable interest period that shall accrue (i) on the principal amount of the notes of such class Outstanding as of the end of the immediately preceding distribution date or, in the case of the first distribution date, as of the closing date and (ii)(A) with respect to the Class A-1 Notes, on an “actual/360” basis and (B) with respect to all other classes of notes, on a “30/360” basis.
Outstanding means, as of any date of determination, all notes that are authenticated and delivered under the indenture except for (i) notes that have been canceled, (ii) notes in respect of which the amount of money necessary for full payment of such notes has been deposited with the indenture trustee in trust for the related noteholders, and (iii) notes in exchange for which other notes have been authenticated and delivered pursuant to the indenture unless proof satisfactory to the indenture trustee is presented that any such notes are held by a bona fide purchaser;
provided,
however, that in determining whether the noteholders have given any request, demand, authorization, direction, notice, consent or waiver under any transaction document, notes owned by the issuing entity, any other obligor upon the notes, the depositor or any affiliate of any of the foregoing entities shall be disregarded and deemed not to be Outstanding.
Pool Balance means, as of any date of determination, the aggregate Principal Balance of the automobile loan contracts, excluding all Liquidated Receivables and all Purchased Automobile Loan Contracts, at the end of the preceding collection period.
Principal Balance means, for any automobile loan contract as of any date of determination, an amount equal to:
| (1) | the Amount Financed; minus |
| (a) | that portion of all amounts received on or prior to that date and allocable to principal according to the automobile loan contract’s terms; plus |
| (b) | any Cram Down Losses for the automobile loan contract accounted for as of that date. |
Principal Payment Amount for a distribution date will equal the lesser of:
| (1) | the aggregate principal amount of the notes on that distribution date (after giving effect to any payments under clauses 1 through 17 under “Description of the Transaction Documents—Distributions—Distribution Date Payments”); and |
| (2) | an amount equal to (a) the sum of (i) the aggregate principal amount of the notes on that distribution date (after making payments under clauses 4, 5, 7, 8, 10, 11, 13, 14, 16 and 17 under “Description of the Transaction Documents—Distributions—Distribution Date Payments”) plus (ii) the Target Overcollateralization Amount, minus (b) the Pool Balance. |
Purchase Amount means, with respect to any Purchased Automobile Loan Contract, the Principal Balance plus the accrued and unpaid interest as of the date of purchase.
Purchased Automobile Loan Contract means an automobile loan contract purchased as of the close of business on the last day of a collection period by the depositor and subsequently by Exeter as a result of a breach of a representation or warranty, or without repetition, by the servicer as the result of a breach of a covenant or by the servicer or depositor as an exercise of its “clean-up call” option to purchase the automobile loan contracts.
Target Overcollateralization Amount means, for any distribution date, the greater of (i) 11.85% of the Pool Balance as of the end of the related collection period and (ii) 1.50% of the Pool Balance as of the cutoff date.
Trust Estate means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the indenture for the benefit of the noteholders (including all property and interests granted to the indenture trustee under the indenture), including all proceeds thereof.
Annex A
Static Pool Information
This Annex contains static pool information about prior pools of automobile loan contracts that were securitized in transactions sponsored by Exeter as part of its EART platform during the past five years. The first section of this Annex presents summary information about the prior securitization pools, including original pool characteristics, the distribution of automobile loan contracts by credit bureau score at origination, APR, and the top five geographic locations of obligors. In the second section of this Annex, certain historical performance data for each prior pool is presented, including monthly cumulative gross loss rates, monthly cumulative net loss rates, 31 to 60 day delinquencies, 61 to 90 day delinquencies, more than 90 day delinquencies, prepayment (ABS) speeds and pool factors, in each case for each month since the related closing date. Graphical representations of such data are also presented following the related tabular data.
Beginning with the calendar month ending September 30, 2020, if Exeter’s system of record reflects an obligor is current on their court approved payment plan under a Chapter 13 bankruptcy due to an insolvency event, the related automobile loan contract will not be considered to be delinquent in this Annex.
The characteristics of the automobile loan contracts included in prior securitizations may vary from the characteristics of the automobile loan contracts owned by the issuing entity. For additional details regarding the automobile loan contracts that will be owned by the issuing entity, you should refer to “
The Automobile Loan Contracts—Composition” in this prospectus. In addition, these differences, along with the varying economic conditions applicable to the securitized pools, may impact the performance of securitized pools. There can be no assurance that the performance of the prior securitization transactions outlined in this Annex A will correspond to, or be an accurate predictor of, the performance of this securitization transaction.
The original characteristics of each prior securitized pool will likely differ, in some cases in material ways, from the pool of automobile loan contracts that is described in this prospectus. Nevertheless, Exeter’s underwriting and origination procedures have remained relatively stable over time and the prior securitized pools are generally comparable to the pool described in the prospectus.
Static Pool Information as of the Relevant Cutoff Date
| | Number of Automobile Loan Contracts | | Aggregate Principal Balance | | | | | | Weighted Average Original Term | | Weighted Average FICO® Score(1) | | Geographic Concentration of Top Five States |
| EART 2019-1 | | 33,055 | | $578,947,370.97 | | $17,514.67 | | 21.66% | | 69 | | 565 | | 47.85% |
| EART 2019-2 | | 44,745 | | $729,166,666.77 | | $16,296.05 | | 21.96% | | 69 | | 556 | | 49.16% |
| EART 2019-3 | | 53,726 | | $885,416,667.26 | | $16,480.23 | | 21.93% | | 69 | | 558 | | 49.62% |
| EART 2019-4 | | 53,086 | | $880,829,111.31 | | $16,592.49 | | 21.54% | | 70 | | 560 | | 49.50% |
| EART 2020-1 | | 45,520 | | $797,927,461.42 | | $17,529.16 | | 21.68% | | 70 | | 563 | | 49.18% |
| EART 2020-2 | | 58,350 | | $932,538,738.14 | | $15,981.81 | | 21.73% | | 70 | | 559 | | 47.37% |
| EART 2020-3 | | 43,589 | | $708,603,517.04 | | $16,256.48 | | 21.11% | | 70 | | 567 | | 47.32% |
| EART 2021-1 | | 67,407 | | $1,179,763,578.39 | | $17,502.09 | | 21.05% | | 70 | | 572 | | 46.47% |
| EART 2021-2 | | 69,635 | | $1,237,144,340.47 | | $17,766.13 | | 21.33% | | 70 | | 568 | | 45.49% |
| EART 2021-3 | | 72,182 | | $1,336,895,223.07 | | $18,521.17 | | 20.87% | | 71 | | 574 | | 46.04% |
| EART 2021-4 | | 52,612 | | $1,045,279,734.01 | | $19,867.71 | | 20.48% | | 71 | | 577 | | 45.64% |
| EART 2022-1 | | 41,259 | | $871,804,507.17 | | $21,130.04 | | 19.23% | | 72 | | 584 | | 46.27% |
| EART 2022-2 | | 53,619 | | $1,169,804,526.41 | | $21,816.98 | | 19.56% | | 72 | | 583 | | 45.45% |
| EART 2022-3 | | 48,961 | | $1,073,768,791.83 | | $21,931.10 | | 20.27% | | 73 | | 583 | | 45.17% |
| EART 2022-4 | | 31,513 | | $624,839,856.33 | | $19,828.00 | | 20.75% | | 72 | | 584 | | 45.39% |
| EART 2022-5 | | 32,655 | | $643,116,433.64 | | $19,694.27 | | 20.94% | | 73 | | 586 | | 45.01% |
| EART 2022-6 | | 31,635 | | $691,689,832.42 | | $21,864.70 | | 20.78% | | 73 | | 579 | | 45.17% |
| EART 2023-1 | | 31,903 | | $610,572,063.33 | | $19,138.39 | | 21.83% | | 73 | | 574 | | 46.40% |
| EART 2023-2 | | 33,361 | | $680,726,725.59 | | $20,404.87 | | 22.10% | | 73 | | 571 | | 47.90% |
| EART 2023-3 | | 32,421 | | $635,832,252.41 | | $19,611.74 | | 21.81% | | 73 | | 575 | | 48.85% |
| EART 2023-4 | | 34,161 | | $675,834,501.16 | | $19,783.80 | | 21.77% | | 73 | | 577 | | 48.09% |
| EART 2023-5 | | 40,044 | | $789,174,370.64 | | $19,707.68 | | 22.35% | | 73 | | 576 | | 47.59% |
| EART 2024-1 | | 33,272 | | $702,315,604.17 | | $21,108.31 | | 22.72% | | 73 | | 574 | | 47.39% |
| EART 2024-2 | | 44,469 | | $859,340,872.14 | | $19,324.49 | | 22.62% | | 73 | | 572 | | 46.54% |
| EART 2024-3 | | 44,654 | | $869,816,642.41 | | $19,479.03 | | 22.92% | | 73 | | 570 | | 46.33% |
| EART 2024-4 | | 41,943 | | $925,333,926.23 | | $22,061.70 | | 22.00% | | 74 | | 580 | | 47.98% |
| (1) | Represents the weighted FICO® score for automobile loan contracts for which a FICO® score is available. FICO® is a federally registered servicemark of Fair Isaac Corporation. |
Monthly Cumulative Gross Loss Rates by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 2 | | 0.05% | | 0.05% | | 0.07% | | 0.05% |
| 3 | | 0.30% | | 0.30% | | 0.29% | | 0.39% |
| 4 | | 1.05% | | 1.09% | | 1.25% | | 1.32% |
| 5 | | 1.97% | | 2.20% | | 2.51% | | 2.63% |
| 6 | | 2.92% | | 3.47% | | 3.84% | | 3.77% |
| 7 | | 4.07% | | 4.72% | | 5.11% | | 4.83% |
| 8 | | 5.43% | | 6.09% | | 6.26% | | 5.67% |
| 9 | | 6.57% | | 7.37% | | 7.23% | | 6.32% |
| 10 | | 7.60% | | 8.55% | | 8.24% | | 7.05% |
| 11 | | 8.61% | | 9.59% | | 9.04% | | 7.84% |
| 12 | | 9.65% | | 10.47% | | 9.57% | | 8.63% |
| 13 | | 10.69% | | 11.39% | | 10.26% | | 9.56% |
| 14 | | 11.75% | | 12.16% | | 11.07% | | 10.35% |
| 15 | | 12.78% | | 12.76% | | 11.71% | | 11.20% |
| 16 | | 13.76% | | 13.50% | | 12.55% | | 12.04% |
| 17 | | 14.63% | | 14.29% | | 13.33% | | 12.77% |
| 18 | | 15.23% | | 15.03% | | 14.07% | | 13.60% |
| 19 | | 15.91% | | 15.87% | | 14.73% | | 14.23% |
| 20 | | 16.59% | | 16.55% | | 15.35% | | 14.73% |
| 21 | | 17.29% | | 17.31% | | 16.03% | | 15.21% |
| 22 | | 17.99% | | 18.02% | | 16.52% | | 15.64% |
| 23 | | 18.64% | | 18.60% | | 16.97% | | 16.19% |
| 24 | | 19.26% | | 19.28% | | 17.37% | | 16.78% |
| 25 | | 19.85% | | 19.70% | | 17.89% | | 17.30% |
| 26 | | 20.41% | | 20.16% | | 18.34% | | 17.81% |
| 27 | | 21.00% | | 20.57% | | 18.82% | | 18.34% |
| 28 | | 21.45% | | 20.96% | | 19.30% | | 18.89% |
| 29 | | 21.79% | | 21.34% | | 19.73% | | 19.41% |
| 30 | | 22.12% | | 21.77% | | 20.27% | | 19.91% |
| 31 | | 22.49% | | 22.23% | | 20.77% | | 20.32% |
| 32 | | 22.87% | | 22.66% | | 21.26% | | 20.66% |
| 33 | | 23.27% | | 23.10% | | 21.72% | | 21.02% |
| 34 | | 23.67% | | 23.53% | | 22.05% | | 21.40% |
| 35 | | 24.04% | | 23.98% | | 22.37% | | 21.83% |
| 36 | | 24.35% | | 24.38% | | 22.72% | | 22.22% |
| 37 | | 24.69% | | 24.73% | | 23.07% | | 22.64% |
| 38 | | 25.07% | | 25.00% | | 23.44% | | 23.06% |
| 39 | | 25.41% | | 25.32% | | 23.81% | | 23.50% |
| 40 | | 25.74% | | 25.69% | | 24.19% | | 23.89% |
| 41 | | 25.96% | | 26.03% | | 24.58% | | 24.26% |
| 42 | | 26.21% | | 26.38% | | 24.96% | | 24.60% |
| 43 | | 26.47% | | 26.76% | | 25.36% | | 24.83% |
| 44 | | 26.81% | | 27.15% | | 25.71% | | 25.10% |
| 45 | | 27.08% | | 27.55% | | 26.06% | | 25.33% |
| 46 | | 27.36% | | 27.90% | | 26.32% | | 25.59% |
| 47 | | 27.63% | | 28.18% | | 26.54% | | 25.90% |
| 48 | | 27.88% | | 28.45% | | 26.79% | | 26.18% |
| 49 | | 28.12% | | 28.64% | | 27.00% | | 26.37% |
| 50 | | 28.37% | | 28.86% | | 27.25% | | 26.61% |
| 51 | | 28.57% | | 29.04% | | 27.45% | | 26.80% |
| 52 | | 28.74% | | 29.22% | | 27.63% | | 27.06% |
| 53 | | 28.89% | | 29.45% | | 27.83% | | 27.26% |
| 54 | | 29.07% | | 29.68% | | 28.02% | | 27.41% |
| 55 | | 29.20% | | 29.92% | | 28.23% | | 27.54% |
| 56 | | 29.37% | | 30.08% | | 28.42% | | 27.70% |
| 57 | | | | 30.21% | | 28.60% | | 27.85% |
| 58 | | | | 30.39% | | | | |
Monthly Cumulative Gross Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.01% | | 0.00% | | 0.02% | | 0.02% | | 0.00% |
| 2 | | 0.06% | | 0.05% | | 0.03% | | 0.14% | | 0.12% | | 0.02% |
| 3 | | 0.23% | | 0.37% | | 0.13% | | 0.54% | | 0.68% | | 0.22% |
| 4 | | 0.95% | | 0.85% | | 0.48% | | 1.10% | | 1.53% | | 0.99% |
| 5 | | 1.94% | | 1.60% | | 1.19% | | 1.64% | | 2.47% | | 2.08% |
| 6 | | 2.65% | | 2.38% | | 1.91% | | 2.16% | | 3.42% | | 3.34% |
| 7 | | 3.49% | | 3.13% | | 2.58% | | 2.78% | | 4.39% | | 4.36% |
| 8 | | 4.31% | | 3.87% | | 3.08% | | 3.43% | | 5.28% | | 5.37% |
| 9 | | 5.08% | | 4.54% | | 3.49% | | 4.05% | | 6.11% | | 6.17% |
| 10 | | 6.04% | | 5.15% | | 3.93% | | 4.62% | | 6.96% | | 6.91% |
| 11 | | 7.01% | | 5.67% | | 4.35% | | 5.40% | | 7.64% | | 7.79% |
| 12 | | 7.96% | | 6.15% | | 4.88% | | 6.26% | | 8.24% | | 8.72% |
| 13 | | 8.80% | | 6.63% | | 5.42% | | 7.00% | | 8.91% | | 9.87% |
| 14 | | 9.71% | | 7.11% | | 5.98% | | 7.78% | | 9.78% | | 10.86% |
| 15 | | 10.50% | | 7.67% | | 6.53% | | 8.34% | | 10.74% | | 11.92% |
| 16 | | 11.18% | | 8.33% | | 7.09% | | 8.83% | | 11.64% | | 13.06% |
| 17 | | 11.77% | | 8.98% | | 7.81% | | 9.44% | | 12.62% | | 14.12% |
| 18 | | 12.32% | | 9.57% | | 8.45% | | 10.10% | | 13.59% | | 15.17% |
| 19 | | 12.95% | | 10.29% | | 9.04% | | 10.86% | | 14.45% | | 16.06% |
| 20 | | 13.56% | | 10.98% | | 9.54% | | 11.53% | | 15.37% | | 16.95% |
| 21 | | 14.13% | | 11.60% | | 10.02% | | 12.27% | | 16.20% | | 17.58% |
| 22 | | 14.70% | | 12.14% | | 10.49% | | 12.96% | | 16.94% | | 18.20% |
| 23 | | 15.28% | | 12.58% | | 11.05% | | 13.65% | | 17.46% | | 18.93% |
| 24 | | 15.92% | | 12.96% | | 11.62% | | 14.35% | | 18.00% | | 19.55% |
| 25 | | 16.60% | | 13.38% | | 12.15% | | 14.94% | | 18.58% | | 20.30% |
| 26 | | 17.18% | | 13.85% | | 12.77% | | 15.56% | | 19.19% | | 20.99% |
| 27 | | 17.71% | | 14.42% | | 13.43% | | 16.00% | | 19.87% | | 21.71% |
| 28 | | 18.17% | | 15.02% | | 14.06% | | 16.45% | | 20.48% | | 22.39% |
| 29 | | 18.57% | | 15.56% | | 14.69% | | 16.88% | | 21.10% | | 22.97% |
| 30 | | 19.02% | | 16.17% | | 15.23% | | 17.28% | | 21.69% | | 23.69% |
| 31 | | 19.45% | | 16.67% | | 15.67% | | 17.79% | | 22.15% | | 24.22% |
| 32 | | 20.00% | | 17.19% | | 16.08% | | 18.26% | | 22.81% | | 24.72% |
| 33 | | 20.52% | | 17.68% | | 16.41% | | 18.72% | | 23.29% | | 25.18% |
| 34 | | 20.95% | | 18.12% | | 16.76% | | 19.17% | | 23.76% | | 25.61% |
| 35 | | 21.52% | | 18.43% | | 17.16% | | 19.56% | | 24.17% | | 26.03% |
| 36 | | 21.92% | | 18.74% | | 17.54% | | 20.04% | | 24.54% | | 26.48% |
| 37 | | 22.39% | | 19.08% | | 17.91% | | 20.38% | | 24.87% | | |
| 38 | | 22.80% | | 19.38% | | 18.30% | | 20.68% | | 25.24% | | |
| 39 | | 23.24% | | 19.77% | | 18.68% | | 20.99% | | | | |
| 40 | | 23.52% | | 20.10% | | 18.98% | | 21.26% | | | | |
| 41 | | 23.80% | | 20.42% | | 19.37% | | 21.52% | | | | |
| 42 | | 24.13% | | 20.76% | | 19.68% | | 21.80% | | | | |
| 43 | | 24.36% | | 21.01% | | 19.96% | | | | | | |
| 44 | | 24.64% | | 21.35% | | 20.20% | | | | | | |
| 45 | | 24.92% | | 21.60% | | 20.46% | | | | | | |
| 46 | | 25.22% | | 21.81% | | 20.71% | | | | | | |
| 47 | | 25.49% | | 22.00% | | 20.92% | | | | | | |
| 48 | | 25.71% | | 22.21% | | | | | | | | |
| 49 | | 26.05% | | 22.39% | | | | | | | | |
| 50 | | 26.29% | | 22.61% | | | | | | | | |
| 51 | | 26.50% | | | | | | | | | | |
| 52 | | 26.68% | | | | | | | | | | |
| 53 | | 26.86% | | | | | | | | | | |
| 54 | | 27.05% | | | | | | | | | | |
| 55 | | 27.21% | | | | | | | | | | |
Monthly Cumulative Gross Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.00% | | 0.01% | | 0.00% | | 0.01% | | 0.00% | | 0.01% | | 0.00% |
| 2 | | 0.04% | | 0.04% | | 0.05% | | 0.02% | | 0.08% | | 0.08% | | 0.05% | | 0.02% |
| 3 | | 0.31% | | 0.31% | | 0.25% | | 0.36% | | 0.74% | | 0.55% | | 0.47% | | 0.11% |
| 4 | | 1.17% | | 1.02% | | 1.13% | | 1.57% | | 2.30% | | 1.95% | | 2.10% | | 0.63% |
| 5 | | 2.51% | | 2.19% | | 2.91% | | 3.46% | | 4.07% | | 3.41% | | 3.60% | | 1.65% |
| 6 | | 3.65% | | 3.34% | | 4.54% | | 5.33% | | 5.62% | | 4.96% | | 4.90% | | 2.79% |
| 7 | | 4.68% | | 4.65% | | 6.18% | | 6.89% | | 7.12% | | 6.07% | | 6.16% | | 3.90% |
| 8 | | 5.64% | | 5.77% | | 7.56% | | 8.33% | | 8.46% | | 7.13% | | 7.32% | | 4.94% |
| 9 | | 6.60% | | 6.89% | | 8.88% | | 9.50% | | 9.35% | | 8.12% | | 8.47% | | 5.98% |
| 10 | | 7.78% | | 8.10% | | 10.14% | | 10.75% | | 10.37% | | 9.23% | | 9.65% | | 7.07% |
| 11 | | 8.89% | | 9.21% | | 11.35% | | 11.75% | | 11.51% | | 10.40% | | 10.96% | | 8.02% |
| 12 | | 10.14% | | 10.38% | | 12.57% | | 12.90% | | 12.71% | | 11.60% | | 12.34% | | 9.32% |
| 13 | | 11.42% | | 11.50% | | 13.57% | | 14.02% | | 13.88% | | 12.91% | | 13.55% | | 10.38% |
| 14 | | 12.68% | | 12.58% | | 14.58% | | 15.14% | | 15.06% | | 13.97% | | 14.97% | | 11.38% |
| 15 | | 13.87% | | 13.42% | | 15.54% | | 16.46% | | 16.31% | | 14.97% | | 16.19% | | 12.29% |
| 16 | | 14.95% | | 14.27% | | 16.58% | | 17.67% | | 17.45% | | 16.34% | | 17.32% | | 13.23% |
| 17 | | 15.97% | | 15.18% | | 17.75% | | 18.89% | | 18.41% | | 17.38% | | 18.36% | | 14.16% |
| 18 | | 16.74% | | 16.08% | | 18.86% | | 20.02% | | 19.69% | | 18.50% | | 19.32% | | 15.10% |
| 19 | | 17.52% | | 17.04% | | 19.93% | | 21.03% | | 20.73% | | 19.40% | | 20.24% | | |
| 20 | | 18.36% | | 18.03% | | 21.00% | | 22.23% | | 21.72% | | 20.23% | | 21.25% | | |
| 21 | | 19.11% | | 18.89% | | 21.90% | | 23.24% | | 22.55% | | 20.97% | | | | |
| 22 | | 20.00% | | 19.83% | | 22.97% | | 24.16% | | 23.45% | | 21.87% | | | | |
| 23 | | 20.83% | | 20.58% | | 23.78% | | 24.99% | | 24.25% | | | | | | |
| 24 | | 21.69% | | 21.51% | | 24.59% | | 25.71% | | 25.09% | | | | | | |
| 25 | | 22.46% | | 22.24% | | 25.36% | | 26.42% | | | | | | | | |
| 26 | | 23.16% | | 22.91% | | 26.08% | | 27.21% | | | | | | | | |
| 27 | | 23.96% | | 23.53% | | 26.75% | | | | | | | | | | |
| 28 | | 24.61% | | 24.17% | | 27.48% | | | | | | | | | | |
| 29 | | 25.31% | | 24.71% | | | | | | | | | | | | |
| 30 | | 25.83% | | 25.36% | | | | | | | | | | | | |
| 31 | | 26.39% | | | | | | | | | | | | | | |
| 32 | | 26.89% | | | | | | | | | | | | | | |
| 33 | | 27.41% | | | | | | | | | | | | | | |
Monthly Cumulative Gross Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.00% | | 0.00% | | 0.01% | | 0.00% | | 0.02% | | 0.00% | | 0.01% |
| 2 | | 0.04% | | 0.00% | | 0.02% | | 0.08% | | 0.02% | | 0.14% | | 0.04% | | |
| 3 | | 0.26% | | 0.11% | | 0.20% | | 0.42% | | 0.13% | | 0.64% | | 0.13% | | |
| 4 | | 1.02% | | 0.66% | | 0.81% | | 1.24% | | 0.58% | | 1.56% | | | | |
| 5 | | 2.12% | | 1.65% | | 1.74% | | 2.21% | | 1.40% | | | | | | |
| 6 | | 3.11% | | 2.71% | | 2.97% | | 3.06% | | 2.22% | | | | | | |
| 7 | | 4.14% | | 3.69% | | 4.08% | | 3.89% | | 3.10% | | | | | | |
| 8 | | 5.04% | | 4.78% | | 5.06% | | 4.84% | | | | | | | | |
| 9 | | 6.17% | | 5.64% | | 5.89% | | 5.83% | | | | | | | | |
| 10 | | 7.21% | | 6.65% | | 6.81% | | | | | | | | | | |
| 11 | | 8.11% | | 7.59% | | 7.74% | | | | | | | | | | |
| 12 | | 8.97% | | 8.50% | | 8.77% | | | | | | | | | | |
| 13 | | 9.98% | | 9.44% | | | | | | | | | | | | |
| 14 | | 10.87% | | 10.46% | | | | | | | | | | | | |
| 15 | | 11.98% | | | | | | | | | | | | | | |
Monthly Cumulative Net Loss Rates by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 2 | | 0.03% | | 0.03% | | 0.03% | | 0.03% |
| 3 | | 0.14% | | 0.18% | | 0.16% | | 0.29% |
| 4 | | 0.65% | | 0.72% | | 0.89% | | 0.99% |
| 5 | | 1.26% | | 1.45% | | 1.78% | | 1.94% |
| 6 | | 1.85% | | 2.30% | | 2.70% | | 2.72% |
| 7 | | 2.59% | | 3.11% | | 3.50% | | 3.66% |
| 8 | | 3.44% | | 4.05% | | 4.14% | | 4.15% |
| 9 | | 4.13% | | 4.83% | | 4.70% | | 4.24% |
| 10 | | 4.72% | | 5.45% | | 5.59% | | 4.45% |
| 11 | | 5.28% | | 5.99% | | 6.03% | | 4.82% |
| 12 | | 5.90% | | 6.46% | | 6.02% | | 5.18% |
| 13 | | 6.46% | | 7.27% | | 6.24% | | 5.65% |
| 14 | | 7.05% | | 7.66% | | 6.59% | | 6.02% |
| 15 | | 7.66% | | 7.73% | | 6.85% | | 6.47% |
| 16 | | 8.54% | | 8.04% | | 7.25% | | 6.91% |
| 17 | | 9.05% | | 8.39% | | 7.64% | | 7.28% |
| 18 | | 9.12% | | 8.69% | | 7.99% | | 7.58% |
| 19 | | 9.33% | | 9.07% | | 8.36% | | 7.69% |
| 20 | | 9.64% | | 9.42% | | 8.64% | | 7.75% |
| 21 | | 9.94% | | 9.84% | | 8.85% | | 7.92% |
| 22 | | 10.24% | | 10.22% | | 8.89% | | 8.06% |
| 23 | | 10.56% | | 10.45% | | 8.95% | | 8.33% |
| 24 | | 10.86% | | 10.66% | | 9.11% | | 8.61% |
| 25 | | 11.16% | | 10.69% | | 9.31% | | 8.89% |
| 26 | | 11.47% | | 10.77% | | 9.50% | | 9.09% |
| 27 | | 11.67% | | 10.88% | | 9.72% | | 9.34% |
| 28 | | 11.70% | | 11.11% | | 9.96% | | 9.64% |
| 29 | | 11.72% | | 11.21% | | 10.16% | | 9.89% |
| 30 | | 11.82% | | 11.42% | | 10.45% | | 10.08% |
| 31 | | 11.97% | | 11.64% | | 10.74% | | 10.21% |
| 32 | | 12.11% | | 11.83% | | 10.99% | | 10.36% |
| 33 | | 12.31% | | 12.08% | | 11.16% | | 10.45% |
| 34 | | 12.53% | | 12.33% | | 11.23% | | 10.68% |
| 35 | | 12.70% | | 12.55% | | 11.35% | | 10.90% |
| 36 | | 12.84% | | 12.74% | | 11.48% | | 11.11% |
| 37 | | 13.03% | | 12.85% | | 11.72% | | 11.37% |
| 38 | | 13.22% | | 12.94% | | 11.92% | | 11.63% |
| 39 | | 13.33% | | 13.05% | | 12.13% | | 11.94% |
| 40 | | 13.44% | | 13.30% | | 12.36% | | 12.22% |
| 41 | | 13.49% | | 13.49% | | 12.62% | | 12.44% |
| 42 | | 13.61% | | 13.67% | | 12.89% | | 12.56% |
| 43 | | 13.76% | | 13.93% | | 13.18% | | 12.67% |
| 44 | | 13.98% | | 14.20% | | 13.38% | | 12.80% |
| 45 | | 14.13% | | 14.50% | | 13.52% | | 12.92% |
| 46 | | 14.30% | | 14.75% | | 13.65% | | 13.09% |
| 47 | | 14.48% | | 14.89% | | 13.76% | | 13.28% |
| 48 | | 14.66% | | 14.98% | | 13.90% | | 13.46% |
| 49 | | 14.82% | | 15.07% | | 14.04% | | 13.55% |
| 50 | | 14.99% | | 15.18% | | 14.19% | | 13.70% |
| 51 | | 15.04% | | 15.26% | | 14.34% | | 13.84% |
| 52 | | 15.13% | | 15.38% | | 14.42% | | 14.01% |
| 53 | | 15.20% | | 15.53% | | 14.56% | | 14.13% |
| 54 | | 15.31% | | 15.69% | | 14.71% | | 14.20% |
| 55 | | 15.40% | | 15.84% | | 14.86% | | 14.28% |
| 56 | | 15.49% | | 15.95% | | 14.97% | | 14.36% |
| 57 | | | | 16.05% | | 15.09% | | 14.46% |
| 58 | | | | 16.16% | | | | |
Monthly Cumulative Net Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.01% | | 0.00% | | 0.02% | | 0.01% | | 0.00% |
| 2 | | 0.03% | | 0.03% | | 0.02% | | 0.09% | | 0.07% | | 0.02% |
| 3 | | 0.14% | | 0.28% | | 0.09% | | 0.37% | | 0.51% | | 0.13% |
| 4 | | 0.84% | | 0.63% | | 0.38% | | 0.73% | | 1.07% | | 0.73% |
| 5 | | 1.65% | | 1.17% | | 0.96% | | 1.08% | | 1.62% | | 1.51% |
| 6 | | 2.00% | | 1.69% | | 1.49% | | 1.35% | | 2.17% | | 2.38% |
| 7 | | 2.41% | | 2.17% | | 1.81% | | 1.70% | | 2.64% | | 2.92% |
| 8 | | 2.85% | | 2.61% | | 1.95% | | 2.02% | | 3.03% | | 3.32% |
| 9 | | 3.27% | | 2.95% | | 2.07% | | 2.31% | | 3.37% | | 3.57% |
| 10 | | 3.77% | | 3.13% | | 2.27% | | 2.58% | | 3.68% | | 3.89% |
| 11 | | 4.31% | | 3.23% | | 2.49% | | 2.99% | | 3.84% | | 4.35% |
| 12 | | 4.83% | | 3.35% | | 2.79% | | 3.45% | | 4.06% | | 4.92% |
| 13 | | 5.29% | | 3.51% | | 3.04% | | 3.80% | | 4.35% | | 5.62% |
| 14 | | 5.79% | | 3.70% | | 3.33% | | 4.12% | | 4.88% | | 6.18% |
| 15 | | 6.00% | | 3.97% | | 3.60% | | 4.23% | | 5.42% | | 6.85% |
| 16 | | 6.15% | | 4.27% | | 3.88% | | 4.40% | | 5.88% | | 7.61% |
| 17 | | 6.31% | | 4.64% | | 4.28% | | 4.67% | | 6.45% | | 8.32% |
| 18 | | 6.50% | | 4.92% | | 4.58% | | 5.07% | | 7.01% | | 9.00% |
| 19 | | 6.75% | | 5.21% | | 4.79% | | 5.47% | | 7.55% | | 9.46% |
| 20 | | 7.03% | | 5.57% | | 4.96% | | 5.85% | | 8.15% | | 9.84% |
| 21 | | 7.27% | | 5.84% | | 5.13% | | 6.27% | | 8.58% | | 10.06% |
| 22 | | 7.53% | | 5.99% | | 5.32% | | 6.72% | | 8.85% | | 10.29% |
| 23 | | 7.74% | | 6.08% | | 5.68% | | 7.17% | | 9.03% | | 10.65% |
| 24 | | 8.05% | | 6.20% | | 6.03% | | 7.63% | | 9.23% | | 11.05% |
| 25 | | 8.40% | | 6.34% | | 6.30% | | 7.93% | | 9.52% | | 11.51% |
| 26 | | 8.64% | | 6.60% | | 6.65% | | 8.15% | | 9.91% | | 11.93% |
| 27 | | 8.85% | | 6.92% | | 7.08% | | 8.32% | | 10.32% | | 12.36% |
| 28 | | 8.99% | | 7.31% | | 7.56% | | 8.53% | | 10.68% | | 12.80% |
| 29 | | 9.14% | | 7.63% | | 8.00% | | 8.73% | | 11.05% | | 13.20% |
| 30 | | 9.29% | | 8.03% | | 8.29% | | 8.97% | | 11.43% | | 13.70% |
| 31 | | 9.50% | | 8.39% | | 8.42% | | 9.27% | | 11.74% | | 14.02% |
| 32 | | 9.78% | | 8.74% | | 8.58% | | 9.56% | | 12.18% | | 14.29% |
| 33 | | 10.08% | | 9.01% | | 8.71% | | 9.82% | | 12.47% | | 14.55% |
| 34 | | 10.33% | | 9.15% | | 8.88% | | 10.11% | | 12.69% | | 14.79% |
| 35 | | 10.71% | | 9.28% | | 9.14% | | 10.41% | | 12.93% | | 15.04% |
| 36 | | 10.97% | | 9.41% | | 9.33% | | 10.75% | | 13.11% | | 15.35% |
| 37 | | 11.27% | | 9.61% | | 9.55% | | 10.91% | | 13.31% | | |
| 38 | | 11.51% | | 9.79% | | 9.79% | | 11.08% | | 13.56% | | |
| 39 | | 11.67% | | 10.02% | | 10.07% | | 11.24% | | | | |
| 40 | | 11.78% | | 10.24% | | 10.28% | | 11.39% | | | | |
| 41 | | 11.91% | | 10.44% | | 10.54% | | 11.57% | | | | |
| 42 | | 12.11% | | 10.66% | | 10.74% | | 11.77% | | | | |
| 43 | | 12.25% | | 10.84% | | 10.88% | | | | | | |
| 44 | | 12.42% | | 11.07% | | 11.02% | | | | | | |
| 45 | | 12.60% | | 11.22% | | 11.15% | | | | | | |
| 46 | | 12.79% | | 11.32% | | 11.33% | | | | | | |
| 47 | | 12.98% | | 11.44% | | 11.49% | | | | | | |
| 48 | | 13.15% | | 11.55% | | | | | | | | |
| 49 | | 13.39% | | 11.67% | | | | | | | | |
| 50 | | 13.54% | | 11.84% | | | | | | | | |
| 51 | | 13.66% | | | | | | | | | | |
| 52 | | 13.76% | | | | | | | | | | |
| 53 | | 13.88% | | | | | | | | | | |
| 54 | | 14.01% | | | | | | | | | | |
| 55 | | 14.13% | | | | | | | | | | |
Monthly Cumulative Net Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.00% | | 0.01% | | 0.00% | | 0.01% | | 0.01% | | 0.01% | | 0.01% |
| 2 | | 0.02% | | 0.02% | | 0.03% | | 0.01% | | 0.06% | | 0.06% | | 0.04% | | 0.02% |
| 3 | | 0.24% | | 0.20% | | 0.15% | | 0.25% | | 0.55% | | 0.46% | | 0.38% | | 0.07% |
| 4 | | 0.89% | | 0.74% | | 0.87% | | 1.23% | | 1.83% | | 1.65% | | 1.65% | | 0.47% |
| 5 | | 1.81% | | 1.62% | | 2.27% | | 2.68% | | 3.33% | | 2.81% | | 2.77% | | 1.24% |
| 6 | | 2.42% | | 2.45% | | 3.38% | | 4.05% | | 4.47% | | 3.75% | | 3.60% | | 2.14% |
| 7 | | 2.99% | | 3.30% | | 4.51% | | 5.20% | | 5.52% | | 4.42% | | 4.41% | | 2.89% |
| 8 | | 3.46% | | 3.99% | | 5.42% | | 6.17% | | 6.22% | | 5.07% | | 5.18% | | 3.60% |
| 9 | | 3.99% | | 4.66% | | 6.33% | | 6.84% | | 6.61% | | 5.64% | | 5.90% | | 4.30% |
| 10 | | 4.73% | | 5.51% | | 7.22% | | 7.46% | | 7.15% | | 6.40% | | 6.68% | | 5.03% |
| 11 | | 5.40% | | 6.32% | | 7.92% | | 7.94% | | 7.85% | | 7.17% | | 7.61% | | 5.73% |
| 12 | | 6.21% | | 7.17% | | 8.53% | | 8.58% | | 8.66% | | 8.02% | | 8.56% | | 6.64% |
| 13 | | 7.06% | | 7.89% | | 9.07% | | 9.22% | | 9.40% | | 8.91% | | 9.43% | | 7.28% |
| 14 | | 7.94% | | 8.43% | | 9.59% | | 9.96% | | 10.20% | | 9.63% | | 10.43% | | 7.87% |
| 15 | | 8.73% | | 8.87% | | 10.12% | | 10.85% | | 11.06% | | 10.34% | | 11.23% | | 8.43% |
| 16 | | 9.36% | | 9.29% | | 10.80% | | 11.67% | | 11.83% | | 11.32% | | 11.94% | | 9.04% |
| 17 | | 9.87% | | 9.80% | | 11.57% | | 12.49% | | 12.53% | | 11.93% | | 12.56% | | 9.65% |
| 18 | | 10.19% | | 10.39% | | 12.31% | | 13.22% | | 13.40% | | 12.64% | | 13.13% | | 10.30% |
| 19 | | 10.55% | | 11.02% | | 13.02% | | 13.95% | | 14.07% | | 13.18% | | 13.73% | | |
| 20 | | 11.04% | | 11.69% | | 13.73% | | 14.80% | | 14.70% | | 13.71% | | 14.40% | | |
| 21 | | 11.52% | | 12.22% | | 14.37% | | 15.45% | | 15.19% | | 14.16% | | | | |
| 22 | | 12.07% | | 12.85% | | 15.11% | | 15.99% | | 15.79% | | 14.81% | | | | |
| 23 | | 12.59% | | 13.39% | | 15.59% | | 16.46% | | 16.31% | | | | | | |
| 24 | | 13.12% | | 14.02% | | 16.07% | | 16.88% | | 16.89% | | | | | | |
| 25 | | 13.65% | | 14.44% | | 16.54% | | 17.37% | | | | | | | | |
| 26 | | 14.15% | | 14.84% | | 16.99% | | 17.91% | | | | | | | | |
| 27 | | 14.71% | | 15.17% | | 17.43% | | | | | | | | | | |
| 28 | | 15.13% | | 15.60% | | 17.97% | | | | | | | | | | |
| 29 | | 15.54% | | 15.96% | | | | | | | | | | | | |
| 30 | | 15.85% | | 16.45% | | | | | | | | | | | | |
| 31 | | 16.16% | | | | | | | | | | | | | | |
| 32 | | 16.51% | | | | | | | | | | | | | | |
| 33 | | 16.88% | | | | | | | | | | | | | | |
Monthly Cumulative Net Loss Rates by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.01% | | 0.01% | | 0.01% | | 0.00% | | 0.02% | | 0.00% | | 0.01% |
| 2 | | 0.03% | | 0.01% | | 0.02% | | 0.05% | | 0.02% | | 0.10% | | 0.03% | | |
| 3 | | 0.20% | | 0.08% | | 0.14% | | 0.36% | | 0.09% | | 0.51% | | 0.09% | | |
| 4 | | 0.78% | | 0.54% | | 0.66% | | 1.03% | | 0.45% | | 1.20% | | | | |
| 5 | | 1.62% | | 1.33% | | 1.44% | | 1.77% | | 1.04% | | | | | | |
| 6 | | 2.36% | | 2.14% | | 2.41% | | 2.31% | | 1.64% | | | | | | |
| 7 | | 3.10% | | 2.88% | | 3.15% | | 2.80% | | 2.24% | | | | | | |
| 8 | | 3.77% | | 3.63% | | 3.77% | | 3.45% | | | | | | | | |
| 9 | | 4.55% | | 4.18% | | 4.28% | | 4.10% | | | | | | | | |
| 10 | | 5.17% | | 4.78% | | 4.84% | | | | | | | | | | |
| 11 | | 5.70% | | 5.31% | | 5.45% | | | | | | | | | | |
| 12 | | 6.18% | | 5.87% | | 6.13% | | | | | | | | | | |
| 13 | | 6.81% | | 6.52% | | | | | | | | | | | | |
| 14 | | 7.38% | | 7.21% | | | | | | | | | | | | |
| 15 | | 8.17% | | | | | | | | | | | | | | |
31-60 Day Delinquencies by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 3.28% | | 2.81% | | 4.23% | | 4.26% |
| 2 | | 4.31% | | 5.11% | | 5.98% | | 6.20% |
| 3 | | 5.06% | | 7.07% | | 7.63% | | 8.34% |
| 4 | | 6.80% | | 8.84% | | 9.17% | | 8.73% |
| 5 | | 8.36% | | 9.72% | | 9.35% | | 8.39% |
| 6 | | 8.65% | | 10.37% | | 10.30% | | 9.24% |
| 7 | | 9.24% | | 10.60% | | 9.50% | | 9.11% |
| 8 | | 8.13% | | 9.33% | | 8.15% | | 8.02% |
| 9 | | 8.54% | | 9.92% | | 8.69% | | 8.60% |
| 10 | | 9.94% | | 10.82% | | 9.45% | | 8.88% |
| 11 | | 10.44% | | 10.00% | | 8.26% | | 8.68% |
| 12 | | 12.19% | | 10.99% | | 8.74% | | 9.05% |
| 13 | | 12.09% | | 10.54% | | 9.28% | | 9.85% |
| 14 | | 10.89% | | 9.46% | | 9.48% | | 10.79% |
| 15 | | 11.52% | | 10.09% | | 9.60% | | 11.04% |
| 16 | | 10.66% | | 10.25% | | 10.26% | | 9.79% |
| 17 | | 9.63% | | 10.06% | | 10.95% | | 9.71% |
| 18 | | 10.11% | | 10.76% | | 11.50% | | 8.47% |
| 19 | | 10.03% | | 11.30% | | 10.23% | | 8.17% |
| 20 | | 9.32% | | 11.76% | | 10.36% | | 9.50% |
| 21 | | 9.56% | | 12.22% | | 8.79% | | 10.49% |
| 22 | | 10.31% | | 10.57% | | 8.25% | | 10.40% |
| 23 | | 11.07% | | 10.61% | | 10.01% | | 11.19% |
| 24 | | 11.86% | | 8.87% | | 10.55% | | 11.59% |
| 25 | | 10.52% | | 8.63% | | 10.87% | | 12.05% |
| 26 | | 10.07% | | 10.50% | | 11.56% | | 12.16% |
| 27 | | 9.01% | | 11.28% | | 12.51% | | 12.69% |
| 28 | | 8.76% | | 11.82% | | 12.08% | | 12.32% |
| 29 | | 10.08% | | 12.07% | | 12.80% | | 11.13% |
| 30 | | 10.58% | | 12.52% | | 12.72% | | 11.74% |
| 31 | | 10.63% | | 13.17% | | 12.75% | | 12.43% |
| 32 | | 11.30% | | 13.21% | | 11.18% | | 13.38% |
| 33 | | 11.96% | | 13.92% | | 12.00% | | 13.68% |
| 34 | | 12.27% | | 13.09% | | 12.44% | | 15.33% |
| 35 | | 12.87% | | 12.30% | | 14.07% | | 14.65% |
| 36 | | 13.33% | | 12.90% | | 14.85% | | 15.00% |
| 37 | | 12.94% | | 13.12% | | 15.77% | | 15.11% |
| 38 | | 11.75% | | 15.05% | | 15.82% | | 15.95% |
| 39 | | 12.45% | | 15.64% | | 15.70% | | 15.39% |
| 40 | | 13.35% | | 16.47% | | 15.26% | | 14.70% |
| 41 | | 13.96% | | 15.65% | | 16.84% | | 13.74% |
| 42 | | 14.69% | | 16.72% | | 16.34% | | 14.36% |
| 43 | | 15.91% | | 16.69% | | 15.83% | | 14.46% |
| 44 | | 14.73% | | 17.28% | | 14.10% | | 14.83% |
| 45 | | 16.74% | | 17.03% | | 15.19% | | 15.18% |
| 46 | | 15.77% | | 16.61% | | 14.41% | | 16.83% |
| 47 | | 16.47% | | 14.91% | | 15.71% | | 16.59% |
| 48 | | 17.55% | | 16.01% | | 15.35% | | 16.34% |
| 49 | | 15.51% | | 15.60% | | 16.89% | | 16.90% |
| 50 | | 15.76% | | 17.20% | | 16.75% | | 17.00% |
| 51 | | 16.33% | | 17.35% | | 16.89% | | 17.29% |
| 52 | | 15.44% | | 18.24% | | 17.05% | | 17.88% |
| 53 | | 16.41% | | 17.57% | | 17.50% | | 16.58% |
| 54 | | 15.83% | | 18.79% | | 19.32% | | 17.05% |
| 55 | | 17.47% | | 18.98% | | 17.88% | | 15.86% |
| 56 | | 18.01% | | 19.92% | | 16.16% | | 17.20% |
| 57 | | | | 20.25% | | 16.98% | | 17.94% |
| 58 | | | | 19.26% | | | | |
31-60 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 3.71% | | 2.81% | | 2.84% | | 4.46% | | 4.69% | | 4.06% |
| 2 | | 4.79% | | 4.01% | | 4.48% | | 3.72% | | 5.84% | | 6.24% |
| 3 | | 6.52% | | 5.59% | | 6.18% | | 3.78% | | 6.97% | | 7.28% |
| 4 | | 7.30% | | 6.39% | | 6.94% | | 5.29% | | 7.89% | | 8.21% |
| 5 | | 6.36% | | 6.86% | | 6.23% | | 5.91% | | 7.96% | | 8.74% |
| 6 | | 6.82% | | 7.17% | | 6.62% | | 6.32% | | 8.40% | | 8.13% |
| 7 | | 7.45% | | 7.86% | | 5.12% | | 6.86% | | 8.97% | | 7.77% |
| 8 | | 7.82% | | 7.15% | | 5.25% | | 8.09% | | 9.17% | | 8.10% |
| 9 | | 7.81% | | 7.50% | | 6.55% | | 8.25% | | 8.52% | | 8.99% |
| 10 | | 8.44% | | 5.83% | | 7.11% | | 9.10% | | 9.01% | | 10.70% |
| 11 | | 9.35% | | 5.91% | | 8.10% | | 9.93% | | 10.10% | | 11.47% |
| 12 | | 9.82% | | 7.84% | | 8.61% | | 9.63% | | 11.46% | | 12.53% |
| 13 | | 8.72% | | 8.54% | | 9.54% | | 8.80% | | 12.27% | | 12.40% |
| 14 | | 9.01% | | 8.81% | | 9.87% | | 9.29% | | 12.95% | | 12.67% |
| 15 | | 7.48% | | 9.36% | | 10.29% | | 9.91% | | 12.87% | | 13.02% |
| 16 | | 7.53% | | 9.92% | | 10.79% | | 11.74% | | 13.30% | | 13.82% |
| 17 | | 9.00% | | 10.31% | | 10.95% | | 12.22% | | 13.80% | | 13.53% |
| 18 | | 9.26% | | 10.90% | | 9.84% | | 12.62% | | 15.03% | | 12.96% |
| 19 | | 9.63% | | 11.59% | | 10.26% | | 12.69% | | 14.63% | | 11.58% |
| 20 | | 10.32% | | 11.17% | | 10.76% | | 12.85% | | 14.15% | | 11.81% |
| 21 | | 11.09% | | 9.90% | | 12.11% | | 13.29% | | 12.04% | | 12.77% |
| 22 | | 10.93% | | 10.08% | | 12.51% | | 14.10% | | 11.90% | | 13.70% |
| 23 | | 11.66% | | 10.78% | | 13.23% | | 13.92% | | 13.11% | | 13.65% |
| 24 | | 12.59% | | 12.49% | | 13.27% | | 13.31% | | 14.16% | | 14.56% |
| 25 | | 12.02% | | 12.68% | | 13.72% | | 11.86% | | 14.53% | | 14.39% |
| 26 | | 10.63% | | 13.88% | | 13.94% | | 12.48% | | 15.21% | | 14.62% |
| 27 | | 10.94% | | 14.03% | | 14.57% | | 12.72% | | 14.99% | | 14.78% |
| 28 | | 11.09% | | 13.96% | | 14.48% | | 13.68% | | 14.72% | | 14.67% |
| 29 | | 12.87% | | 14.04% | | 13.67% | | 13.59% | | 15.05% | | 15.07% |
| 30 | | 13.62% | | 14.77% | | 12.72% | | 14.40% | | 15.44% | | 14.27% |
| 31 | | 13.84% | | 15.00% | | 12.49% | | 14.20% | | 16.44% | | 13.35% |
| 32 | | 14.20% | | 14.41% | | 13.61% | | 14.56% | | 15.26% | | 13.15% |
| 33 | | 14.36% | | 12.48% | | 14.28% | | 14.83% | | 13.65% | | 13.83% |
| 34 | | 15.11% | | 12.44% | | 14.35% | | 15.19% | | 13.50% | | 15.18% |
| 35 | | 15.64% | | 13.26% | | 14.99% | | 15.84% | | 14.52% | | 14.69% |
| 36 | | 14.86% | | 14.58% | | 14.49% | | 15.19% | | 14.88% | | 16.24% |
| 37 | | 14.23% | | 14.25% | | 14.79% | | 13.98% | | 15.49% | | |
| 38 | | 12.97% | | 15.71% | | 15.07% | | 14.05% | | 16.37% | | |
| 39 | | 13.60% | | 15.21% | | 15.82% | | 14.45% | | | | |
| 40 | | 14.19% | | 15.29% | | 15.98% | | 15.02% | | | | |
| 41 | | 14.97% | | 16.17% | | 15.34% | | 15.72% | | | | |
| 42 | | 14.88% | | 16.32% | | 14.21% | | 16.36% | | | | |
| 43 | | 15.71% | | 16.45% | | 14.58% | | | | | | |
| 44 | | 15.15% | | 16.02% | | 15.24% | | | | | | |
| 45 | | 15.33% | | 14.30% | | 15.42% | | | | | | |
| 46 | | 15.68% | | 14.01% | | 15.56% | | | | | | |
| 47 | | 16.08% | | 14.47% | | 16.89% | | | | | | |
| 48 | | 16.72% | | 15.88% | | | | | | | | |
| 49 | | 16.91% | | 16.55% | | | | | | | | |
| 50 | | 14.80% | | 16.93% | | | | | | | | |
| 51 | | 14.81% | | | | | | | | | | |
| 52 | | 15.13% | | | | | | | | | | |
| 53 | | 15.99% | | | | | | | | | | |
| 54 | | 16.28% | | | | | | | | | | |
| 55 | | 17.99% | | | | | | | | | | |
31-60 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 3.93% | | 3.67% | | 3.07% | | 4.53% | | 5.68% | | 4.83% | | 5.45% | | 2.57% |
| 2 | | 6.62% | | 5.04% | | 6.59% | | 7.44% | | 7.57% | | 7.60% | | 6.93% | | 4.06% |
| 3 | | 7.31% | | 5.92% | | 7.85% | | 8.24% | | 8.37% | | 8.69% | | 6.40% | | 5.60% |
| 4 | | 7.28% | | 7.24% | | 9.09% | | 9.07% | | 10.01% | | 8.68% | | 6.86% | | 6.70% |
| 5 | | 7.68% | | 8.10% | | 9.25% | | 9.37% | | 9.72% | | 7.63% | | 7.47% | | 7.09% |
| 6 | | 8.15% | | 8.70% | | 9.51% | | 10.22% | | 9.52% | | 7.37% | | 7.65% | | 7.94% |
| 7 | | 9.13% | | 8.90% | | 9.81% | | 10.16% | | 8.45% | | 8.32% | | 8.20% | | 8.09% |
| 8 | | 9.84% | | 9.15% | | 10.58% | | 9.71% | | 8.72% | | 8.88% | | 9.11% | | 8.54% |
| 9 | | 10.53% | | 9.74% | | 10.67% | | 9.11% | | 9.83% | | 9.56% | | 9.29% | | 8.97% |
| 10 | | 11.36% | | 11.11% | | 10.63% | | 9.09% | | 10.87% | | 10.45% | | 9.76% | | 9.36% |
| 11 | | 11.95% | | 10.91% | | 9.28% | | 9.97% | | 10.73% | | 10.67% | | 9.78% | | 10.49% |
| 12 | | 12.11% | | 11.01% | | 9.37% | | 10.87% | | 11.74% | | 10.86% | | 9.98% | | 9.98% |
| 13 | | 13.14% | | 10.01% | | 10.38% | | 11.16% | | 11.94% | | 10.91% | | 10.99% | | 9.08% |
| 14 | | 12.81% | | 10.29% | | 11.19% | | 11.94% | | 11.18% | | 11.23% | | 10.48% | | 9.47% |
| 15 | | 12.26% | | 10.74% | | 11.14% | | 11.70% | | 12.09% | | 12.06% | | 9.54% | | 9.20% |
| 16 | | 10.96% | | 11.62% | | 12.10% | | 11.76% | | 12.25% | | 11.44% | | 9.43% | | 10.44% |
| 17 | | 11.66% | | 11.19% | | 11.62% | | 12.40% | | 12.95% | | 10.07% | | 10.43% | | 10.96% |
| 18 | | 11.87% | | 12.29% | | 11.72% | | 12.50% | | 12.39% | | 10.09% | | 10.98% | | 11.47% |
| 19 | | 12.83% | | 11.92% | | 12.49% | | 12.99% | | 11.02% | | 11.41% | | 11.29% | | |
| 20 | | 12.96% | | 11.89% | | 12.40% | | 12.58% | | 10.80% | | 11.42% | | 11.99% | | |
| 21 | | 13.37% | | 12.33% | | 13.08% | | 10.81% | | 11.54% | | 11.68% | | | | |
| 22 | | 13.10% | | 12.37% | | 12.34% | | 11.10% | | 11.97% | | 12.42% | | | | |
| 23 | | 13.37% | | 12.94% | | 10.98% | | 11.22% | | 12.49% | | | | | | |
| 24 | | 13.71% | | 12.62% | | 11.14% | | 12.35% | | 13.24% | | | | | | |
| 25 | | 14.29% | | 11.54% | | 11.70% | | 12.77% | | | | | | | | |
| 26 | | 14.69% | | 11.38% | | 12.16% | | 13.42% | | | | | | | | |
| 27 | | 13.78% | | 11.81% | | 12.66% | | | | | | | | | | |
| 28 | | 13.02% | | 12.24% | | 13.23% | | | | | | | | | | |
| 29 | | 13.03% | | 12.47% | | | | | | | | | | | | |
| 30 | | 12.82% | | 13.68% | | | | | | | | | | | | |
| 31 | | 13.42% | | | | | | | | | | | | | | |
| 32 | | 13.87% | | | | | | | | | | | | | | |
| 33 | | 14.69% | | | | | | | | | | | | | | |
31-60 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 3.40% | | 2.90% | | 3.53% | | 4.94% | | 3.87% | | 4.44% | | 2.62% | | 2.66% |
| 2 | | 5.16% | | 5.72% | | 5.59% | | 6.68% | | 4.94% | | 5.64% | | 4.86% | | |
| 3 | | 6.75% | | 6.80% | | 7.03% | | 6.87% | | 5.33% | | 6.40% | | 6.57% | | |
| 4 | | 7.33% | | 7.65% | | 7.27% | | 6.59% | | 5.78% | | 7.61% | | | | |
| 5 | | 7.60% | | 7.86% | | 8.09% | | 6.76% | | 6.51% | | | | | | |
| 6 | | 7.93% | | 8.27% | | 7.72% | | 7.10% | | 7.10% | | | | | | |
| 7 | | 8.12% | | 8.96% | | 7.01% | | 7.67% | | 8.36% | | | | | | |
| 8 | | 9.28% | | 8.79% | | 7.68% | | 8.12% | | | | | | | | |
| 9 | | 8.83% | | 8.13% | | 7.53% | | 9.58% | | | | | | | | |
| 10 | | 7.76% | | 8.07% | | 8.75% | | | | | | | | | | |
| 11 | | 7.68% | | 8.88% | | 8.96% | | | | | | | | | | |
| 12 | | 9.08% | | 9.70% | | 10.02% | | | | | | | | | | |
| 13 | | 9.82% | | 10.24% | | | | | | | | | | | | |
| 14 | | 10.02% | | 11.32% | | | | | | | | | | | | |
| 15 | | 11.13% | | | | | | | | | | | | | | |
61-90 Day Delinquencies by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.08% | | 0.30% | | 0.06% | | 0.51% |
| 2 | | 1.31% | | 1.24% | | 1.87% | | 2.05% |
| 3 | | 1.73% | | 2.48% | | 2.87% | | 3.24% |
| 4 | | 2.31% | | 3.39% | | 3.52% | | 4.08% |
| 5 | | 3.24% | | 4.23% | | 4.13% | | 3.71% |
| 6 | | 4.23% | | 4.98% | | 4.70% | | 3.86% |
| 7 | | 4.32% | | 4.87% | | 4.83% | | 3.31% |
| 8 | | 4.12% | | 4.69% | | 3.89% | | 2.93% |
| 9 | | 3.67% | | 4.64% | | 3.66% | | 3.28% |
| 10 | | 3.92% | | 4.71% | | 3.22% | | 3.64% |
| 11 | | 4.46% | | 4.58% | | 3.22% | | 4.47% |
| 12 | | 5.67% | | 4.90% | | 3.38% | | 4.05% |
| 13 | | 6.35% | | 3.96% | | 3.59% | | 3.88% |
| 14 | | 5.44% | | 3.80% | | 4.47% | | 4.75% |
| 15 | | 5.35% | | 4.08% | | 4.20% | | 5.39% |
| 16 | | 4.17% | | 4.26% | | 4.09% | | 4.77% |
| 17 | | 3.77% | | 4.93% | | 4.97% | | 4.64% |
| 18 | | 3.87% | | 4.68% | | 5.41% | | 3.18% |
| 19 | | 4.48% | | 4.92% | | 4.88% | | 3.44% |
| 20 | | 5.09% | | 5.58% | | 4.67% | | 3.99% |
| 21 | | 4.62% | | 6.02% | | 3.21% | | 4.46% |
| 22 | | 4.24% | | 5.29% | | 3.64% | | 4.33% |
| 23 | | 5.06% | | 5.10% | | 3.78% | | 4.99% |
| 24 | | 5.47% | | 3.67% | | 4.44% | | 5.13% |
| 25 | | 5.11% | | 3.74% | | 4.69% | | 5.37% |
| 26 | | 4.99% | | 4.21% | | 5.17% | | 6.01% |
| 27 | | 3.38% | | 4.76% | | 5.49% | | 6.23% |
| 28 | | 3.78% | | 5.14% | | 5.94% | | 6.35% |
| 29 | | 4.01% | | 5.87% | | 6.27% | | 5.52% |
| 30 | | 4.95% | | 5.79% | | 6.72% | | 4.60% |
| 31 | | 4.71% | | 6.11% | | 6.55% | | 5.25% |
| 32 | | 5.36% | | 7.04% | | 5.80% | | 5.86% |
| 33 | | 5.45% | | 7.38% | | 4.64% | | 6.94% |
| 34 | | 5.28% | | 7.51% | | 5.43% | | 6.92% |
| 35 | | 6.28% | | 6.15% | | 6.49% | | 7.95% |
| 36 | | 6.69% | | 4.85% | | 7.22% | | 7.54% |
| 37 | | 6.51% | | 6.42% | | 7.17% | | 7.66% |
| 38 | | 5.54% | | 6.79% | | 7.97% | | 8.40% |
| 39 | | 4.97% | | 7.82% | | 8.24% | | 8.70% |
| 40 | | 5.73% | | 8.27% | | 7.94% | | 8.74% |
| 41 | | 6.62% | | 9.39% | | 8.90% | | 7.79% |
| 42 | | 7.25% | | 8.73% | | 9.43% | | 6.41% |
| 43 | | 7.56% | | 8.62% | | 9.29% | | 7.35% |
| 44 | | 8.54% | | 9.58% | | 7.98% | | 7.68% |
| 45 | | 7.66% | | 9.98% | | 7.04% | | 7.67% |
| 46 | | 8.17% | | 9.98% | | 8.14% | | 7.24% |
| 47 | | 9.26% | | 8.53% | | 8.20% | | 8.03% |
| 48 | | 8.26% | | 6.91% | | 8.02% | | 7.95% |
| 49 | | 10.18% | | 8.65% | | 8.04% | | 7.92% |
| 50 | | 8.57% | | 8.56% | | 8.39% | | 8.41% |
| 51 | | 7.23% | | 9.13% | | 8.12% | | 9.11% |
| 52 | | 8.96% | | 9.31% | | 8.79% | | 7.60% |
| 53 | | 8.81% | | 9.79% | | 9.12% | | 6.82% |
| 54 | | 8.67% | | 8.49% | | 8.87% | | 7.01% |
| 55 | | 8.70% | | 8.93% | | 8.88% | | 8.07% |
| 56 | | 8.96% | | 9.32% | | 7.68% | | 7.54% |
| 57 | | | | 10.10% | | 7.34% | | 8.51% |
| 58 | | | | 10.53% | | | | |
61-90 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.10% | | 0.74% | | 0.03% | | 1.21% | | 1.24% | | 0.12% |
| 2 | | 1.81% | | 1.13% | | 1.08% | | 1.39% | | 2.15% | | 1.87% |
| 3 | | 2.43% | | 2.02% | | 1.97% | | 1.60% | | 2.93% | | 2.89% |
| 4 | | 2.49% | | 2.61% | | 2.93% | | 1.70% | | 3.40% | | 3.77% |
| 5 | | 2.35% | | 2.68% | | 2.80% | | 2.38% | | 3.56% | | 4.04% |
| 6 | | 2.50% | | 3.18% | | 2.80% | | 2.37% | | 3.84% | | 4.41% |
| 7 | | 2.93% | | 3.24% | | 2.02% | | 2.69% | | 3.91% | | 3.41% |
| 8 | | 3.77% | | 2.97% | | 1.97% | | 2.86% | | 4.36% | | 3.04% |
| 9 | | 3.62% | | 3.12% | | 2.21% | | 3.61% | | 3.96% | | 3.91% |
| 10 | | 3.48% | | 2.14% | | 2.85% | | 4.07% | | 3.34% | | 4.48% |
| 11 | | 4.15% | | 2.34% | | 2.75% | | 4.29% | | 4.28% | | 5.25% |
| 12 | | 4.55% | | 2.76% | | 3.51% | | 4.65% | | 4.80% | | 5.48% |
| 13 | | 4.26% | | 3.55% | | 3.81% | | 4.06% | | 5.54% | | 6.52% |
| 14 | | 4.32% | | 3.71% | | 4.10% | | 3.59% | | 6.13% | | 6.37% |
| 15 | | 3.22% | | 4.16% | | 4.92% | | 4.30% | | 6.85% | | 6.09% |
| 16 | | 3.13% | | 4.36% | | 5.00% | | 4.61% | | 6.48% | | 7.05% |
| 17 | | 3.63% | | 4.51% | | 5.19% | | 5.67% | | 6.21% | | 7.21% |
| 18 | | 4.17% | | 5.08% | | 4.60% | | 5.86% | | 7.27% | | 7.27% |
| 19 | | 4.12% | | 5.35% | | 3.90% | | 6.31% | | 7.20% | | 6.01% |
| 20 | | 4.28% | | 5.48% | | 4.49% | | 6.11% | | 7.46% | | 5.03% |
| 21 | | 4.77% | | 4.64% | | 5.05% | | 5.89% | | 6.12% | | 5.77% |
| 22 | | 5.32% | | 3.86% | | 5.92% | | 6.98% | | 5.26% | | 6.26% |
| 23 | | 5.54% | | 4.67% | | 6.22% | | 6.90% | | 5.97% | | 6.67% |
| 24 | | 5.67% | | 5.53% | | 6.70% | | 6.93% | | 6.28% | | 6.85% |
| 25 | | 6.30% | | 6.29% | | 6.15% | | 6.05% | | 6.89% | | 7.11% |
| 26 | | 5.58% | | 6.42% | | 6.44% | | 5.14% | | 7.14% | | 6.73% |
| 27 | | 4.83% | | 7.15% | | 7.51% | | 5.96% | | 7.69% | | 7.01% |
| 28 | | 5.42% | | 7.29% | | 7.12% | | 6.20% | | 7.44% | | 7.46% |
| 29 | | 5.67% | | 6.90% | | 7.40% | | 6.44% | | 7.47% | | 7.36% |
| 30 | | 6.49% | | 7.64% | | 6.54% | | 6.73% | | 7.79% | | 7.39% |
| 31 | | 7.03% | | 7.41% | | 5.47% | | 6.76% | | 7.85% | | 6.00% |
| 32 | | 7.34% | | 7.94% | | 5.91% | | 6.39% | | 7.90% | | 5.92% |
| 33 | | 7.26% | | 6.61% | | 6.74% | | 6.68% | | 6.38% | | 6.30% |
| 34 | | 6.67% | | 5.71% | | 6.69% | | 7.15% | | 6.22% | | 6.34% |
| 35 | | 8.27% | | 6.31% | | 6.65% | | 7.41% | | 6.28% | | 7.44% |
| 36 | | 8.32% | | 6.85% | | 7.40% | | 7.10% | | 6.82% | | 6.88% |
| 37 | | 8.36% | | 6.94% | | 7.00% | | 5.95% | | 7.53% | | |
| 38 | | 6.93% | | 6.73% | | 6.93% | | 5.95% | | 7.71% | | |
| 39 | | 5.97% | | 7.37% | | 7.47% | | 6.31% | | | | |
| 40 | | 6.74% | | 7.17% | | 7.75% | | 6.63% | | | | |
| 41 | | 7.10% | | 7.36% | | 7.49% | | 7.18% | | | | |
| 42 | | 7.55% | | 8.03% | | 6.15% | | 7.03% | | | | |
| 43 | | 7.34% | | 7.80% | | 5.98% | | | | | | |
| 44 | | 7.92% | | 8.08% | | 6.99% | | | | | | |
| 45 | | 6.86% | | 6.52% | | 6.81% | | | | | | |
| 46 | | 7.17% | | 6.49% | | 7.89% | | | | | | |
| 47 | | 7.79% | | 6.77% | | 7.40% | | | | | | |
| 48 | | 8.00% | | 6.88% | | | | | | | | |
| 49 | | 7.74% | | 8.10% | | | | | | | | |
| 50 | | 7.29% | | 8.02% | | | | | | | | |
| 51 | | 6.80% | | | | | | | | | | |
| 52 | | 7.07% | | | | | | | | | | |
| 53 | | 7.66% | | | | | | | | | | |
| 54 | | 7.94% | | | | | | | | | | |
| 55 | | 8.05% | | | | | | | | | | |
61-90 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.51% | | 0.35% | | 0.19% | | 0.08% | | 0.97% | | 0.73% | | 0.80% | | 0.03% |
| 2 | | 2.12% | | 1.74% | | 1.79% | | 2.43% | | 3.02% | | 2.65% | | 3.14% | | 1.04% |
| 3 | | 3.77% | | 2.75% | | 3.89% | | 4.10% | | 3.80% | | 3.84% | | 3.56% | | 2.18% |
| 4 | | 3.66% | | 3.18% | | 4.16% | | 4.37% | | 4.77% | | 4.45% | | 3.20% | | 2.85% |
| 5 | | 3.38% | | 3.97% | | 4.95% | | 4.60% | | 5.09% | | 4.08% | | 3.55% | | 3.18% |
| 6 | | 3.59% | | 3.98% | | 4.53% | | 4.92% | | 4.70% | | 3.28% | | 3.57% | | 3.18% |
| 7 | | 3.69% | | 3.97% | | 4.34% | | 4.40% | | 4.09% | | 3.43% | | 3.47% | | 3.48% |
| 8 | | 4.46% | | 4.28% | | 5.01% | | 5.06% | | 3.62% | | 3.71% | | 3.97% | | 3.62% |
| 9 | | 5.08% | | 4.35% | | 5.14% | | 4.21% | | 4.31% | | 4.29% | | 4.65% | | 4.15% |
| 10 | | 5.69% | | 5.25% | | 5.55% | | 4.08% | | 4.70% | | 4.84% | | 4.90% | | 4.30% |
| 11 | | 5.65% | | 5.51% | | 4.76% | | 4.55% | | 5.35% | | 5.15% | | 4.76% | | 4.12% |
| 12 | | 5.96% | | 5.39% | | 4.15% | | 4.98% | | 5.35% | | 4.90% | | 5.30% | | 4.86% |
| 13 | | 6.48% | | 4.83% | | 4.85% | | 5.42% | | 5.75% | | 5.21% | | 5.10% | | 4.09% |
| 14 | | 6.53% | | 4.30% | | 5.37% | | 5.73% | | 5.72% | | 5.50% | | 5.36% | | 4.19% |
| 15 | | 6.74% | | 4.70% | | 5.56% | | 6.03% | | 5.69% | | 5.61% | | 4.97% | | 4.53% |
| 16 | | 5.99% | | 4.98% | | 5.84% | | 5.85% | | 6.22% | | 6.10% | | 4.51% | | 4.13% |
| 17 | | 4.91% | | 5.47% | | 6.26% | | 6.14% | | 6.53% | | 5.23% | | 4.44% | | 4.92% |
| 18 | | 5.93% | | 5.75% | | 6.03% | | 6.22% | | 6.48% | | 4.63% | | 4.70% | | 5.16% |
| 19 | | 6.02% | | 6.02% | | 5.95% | | 6.32% | | 5.52% | | 4.56% | | 5.24% | | |
| 20 | | 6.36% | | 5.82% | | 6.01% | | 6.18% | | 5.32% | | 5.28% | | 5.33% | | |
| 21 | | 6.67% | | 5.55% | | 6.30% | | 5.34% | | 5.70% | | 5.60% | | | | |
| 22 | | 6.97% | | 5.89% | | 6.49% | | 4.90% | | 5.64% | | 5.61% | | | | |
| 23 | | 6.47% | | 6.03% | | 5.17% | | 5.35% | | 5.98% | | | | | | |
| 24 | | 6.58% | | 6.21% | | 5.05% | | 5.42% | | 6.29% | | | | | | |
| 25 | | 6.99% | | 5.30% | | 5.63% | | 6.49% | | | | | | | | |
| 26 | | 7.10% | | 5.08% | | 5.82% | | 5.97% | | | | | | | | |
| 27 | | 7.30% | | 5.40% | | 5.83% | | | | | | | | | | |
| 28 | | 5.95% | | 5.42% | | 5.99% | | | | | | | | | | |
| 29 | | 5.89% | | 5.87% | | | | | | | | | | | | |
| 30 | | 6.22% | | 5.60% | | | | | | | | | | | | |
| 31 | | 6.42% | | | | | | | | | | | | | | |
| 32 | | 6.80% | | | | | | | | | | | | | | |
| 33 | | 6.29% | | | | | | | | | | | | | | |
61-90 Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.33% | | 0.06% | | 0.04% | | 0.77% | | 0.05% | | 1.32% | | 0.03% | | 0.05% |
| 2 | | 1.70% | | 1.31% | | 1.48% | | 2.38% | | 1.34% | | 2.24% | | 1.28% | | |
| 3 | | 2.64% | | 2.69% | | 2.60% | | 3.18% | | 2.12% | | 2.86% | | 2.47% | | |
| 4 | | 3.13% | | 3.02% | | 3.41% | | 2.67% | | 2.59% | | 3.04% | | | | |
| 5 | | 3.29% | | 3.37% | | 3.19% | | 2.54% | | 2.50% | | | | | | |
| 6 | | 3.16% | | 3.13% | | 3.48% | | 2.94% | | 2.77% | | | | | | |
| 7 | | 3.49% | | 3.64% | | 2.87% | | 3.16% | | 3.02% | | | | | | |
| 8 | | 3.76% | | 3.94% | | 2.92% | | 3.75% | | | | | | | | |
| 9 | | 4.33% | | 3.63% | | 3.50% | | 3.66% | | | | | | | | |
| 10 | | 3.60% | | 3.49% | | 3.47% | | | | | | | | | | |
| 11 | | 3.43% | | 3.61% | | 4.03% | | | | | | | | | | |
| 12 | | 3.61% | | 3.73% | | 4.17% | | | | | | | | | | |
| 13 | | 4.18% | | 4.50% | | | | | | | | | | | | |
| 14 | | 4.59% | | 4.76% | | | | | | | | | | | | |
| 15 | | 4.89% | | | | | | | | | | | | | | |
90+ Day Delinquencies by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 2 | | 0.01% | | 0.17% | | 0.07% | | 0.25% |
| 3 | | 0.80% | | 0.79% | | 1.21% | | 1.41% |
| 4 | | 1.23% | | 1.64% | | 1.99% | | 2.21% |
| 5 | | 1.73% | | 2.25% | | 2.44% | | 2.32% |
| 6 | | 2.31% | | 2.84% | | 3.01% | | 2.57% |
| 7 | | 2.92% | | 3.47% | | 3.00% | | 2.16% |
| 8 | | 2.90% | | 3.30% | | 2.98% | | 2.05% |
| 9 | | 2.97% | | 3.40% | | 3.04% | | 2.02% |
| 10 | | 2.87% | | 3.31% | | 2.41% | | 2.29% |
| 11 | | 3.06% | | 3.19% | | 2.11% | | 2.74% |
| 12 | | 3.69% | | 3.55% | | 2.44% | | 2.71% |
| 13 | | 3.98% | | 3.01% | | 2.60% | | 2.49% |
| 14 | | 4.21% | | 2.84% | | 2.77% | | 2.54% |
| 15 | | 4.25% | | 3.01% | | 2.66% | | 2.89% |
| 16 | | 3.44% | | 3.22% | | 2.43% | | 2.91% |
| 17 | | 3.15% | | 3.63% | | 2.30% | | 2.75% |
| 18 | | 3.14% | | 3.15% | | 2.71% | | 1.93% |
| 19 | | 3.36% | | 2.81% | | 2.63% | | 1.53% |
| 20 | | 3.87% | | 2.96% | | 2.58% | | 1.68% |
| 21 | | 3.14% | | 3.30% | | 1.81% | | 1.69% |
| 22 | | 2.89% | | 3.14% | | 1.56% | | 2.28% |
| 23 | | 2.82% | | 2.97% | | 1.99% | | 2.36% |
| 24 | | 3.11% | | 2.17% | | 2.01% | | 2.52% |
| 25 | | 2.91% | | 1.99% | | 2.07% | | 2.64% |
| 26 | | 2.81% | | 1.94% | | 2.27% | | 2.92% |
| 27 | | 2.13% | | 1.95% | | 2.41% | | 3.23% |
| 28 | | 1.68% | | 2.18% | | 2.63% | | 3.49% |
| 29 | | 1.99% | | 2.43% | | 3.15% | | 3.16% |
| 30 | | 2.07% | | 2.65% | | 3.49% | | 2.40% |
| 31 | | 2.32% | | 2.61% | | 3.74% | | 2.26% |
| 32 | | 2.60% | | 3.07% | | 3.21% | | 2.72% |
| 33 | | 2.73% | | 3.51% | | 2.51% | | 3.03% |
| 34 | | 2.81% | | 3.63% | | 2.19% | | 3.49% |
| 35 | | 2.65% | | 3.28% | | 2.62% | | 3.60% |
| 36 | | 3.16% | | 2.67% | | 2.88% | | 3.95% |
| 37 | | 3.51% | | 2.37% | | 3.75% | | 3.89% |
| 38 | | 3.18% | | 3.05% | | 3.96% | | 4.75% |
| 39 | | 2.45% | | 3.40% | | 4.04% | | 4.95% |
| 40 | | 2.14% | | 3.88% | | 4.30% | | 4.76% |
| 41 | | 2.72% | | 3.97% | | 4.69% | | 3.86% |
| 42 | | 3.21% | | 4.62% | | 5.28% | | 3.26% |
| 43 | | 3.70% | | 4.41% | | 4.87% | | 3.31% |
| 44 | | 3.78% | | 4.99% | | 4.28% | | 3.84% |
| 45 | | 4.02% | | 5.22% | | 3.35% | | 3.58% |
| 46 | | 3.82% | | 4.86% | | 3.57% | | 4.07% |
| 47 | | 4.63% | | 4.08% | | 3.85% | | 3.68% |
| 48 | | 5.17% | | 3.69% | | 3.78% | | 3.67% |
| 49 | | 4.58% | | 3.42% | | 4.03% | | 4.26% |
| 50 | | 4.06% | | 3.55% | | 3.73% | | 4.65% |
| 51 | | 3.81% | | 3.83% | | 3.67% | | 5.03% |
| 52 | | 3.46% | | 4.53% | | 4.17% | | 4.52% |
| 53 | | 3.83% | | 4.86% | | 4.40% | | 3.73% |
| 54 | | 3.64% | | 4.61% | | 4.95% | | 3.38% |
| 55 | | 4.68% | | 4.12% | | 5.01% | | 3.86% |
| 56 | | 4.41% | | 4.67% | | 4.60% | | 4.38% |
| 57 | | | | 5.35% | | 4.04% | | 4.36% |
| 58 | | | | 5.07% | | | | |
90+ Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.00% | | 0.00% | | 0.00% | | 0.03% | | 0.01% | | 0.00% |
| 2 | | 0.02% | | 0.42% | | 0.03% | | 0.54% | | 0.79% | | 0.06% |
| 3 | | 1.17% | | 0.75% | | 0.53% | | 0.79% | | 1.39% | | 1.22% |
| 4 | | 1.56% | | 1.20% | | 1.25% | | 1.02% | | 1.74% | | 1.84% |
| 5 | | 1.53% | | 1.47% | | 1.56% | | 0.99% | | 2.07% | | 2.48% |
| 6 | | 1.51% | | 1.53% | | 1.55% | | 1.33% | | 2.20% | | 2.62% |
| 7 | | 1.64% | | 1.86% | | 1.08% | | 1.43% | | 2.29% | | 2.48% |
| 8 | | 2.03% | | 1.70% | | 1.00% | | 1.49% | | 2.49% | | 1.88% |
| 9 | | 2.39% | | 1.70% | | 1.08% | | 1.65% | | 2.38% | | 1.91% |
| 10 | | 2.32% | | 1.27% | | 1.07% | | 2.14% | | 1.96% | | 2.57% |
| 11 | | 2.30% | | 1.15% | | 1.39% | | 2.47% | | 1.88% | | 2.88% |
| 12 | | 2.67% | | 1.32% | | 1.42% | | 2.70% | | 2.54% | | 3.43% |
| 13 | | 2.67% | | 1.33% | | 1.62% | | 2.44% | | 2.89% | | 3.42% |
| 14 | | 2.44% | | 1.68% | | 1.87% | | 1.95% | | 3.37% | | 3.82% |
| 15 | | 1.84% | | 2.00% | | 2.09% | | 1.90% | | 3.68% | | 4.16% |
| 16 | | 1.61% | | 2.09% | | 2.66% | | 2.63% | | 4.11% | | 4.35% |
| 17 | | 1.67% | | 2.40% | | 2.79% | | 2.68% | | 3.98% | | 4.69% |
| 18 | | 1.88% | | 2.69% | | 2.59% | | 3.32% | | 4.16% | | 4.62% |
| 19 | | 2.09% | | 2.91% | | 2.12% | | 3.27% | | 4.80% | | 4.09% |
| 20 | | 2.31% | | 2.99% | | 1.99% | | 3.59% | | 4.69% | | 3.15% |
| 21 | | 2.36% | | 2.67% | | 2.44% | | 3.52% | | 4.01% | | 3.31% |
| 22 | | 2.58% | | 2.11% | | 2.76% | | 3.86% | | 3.04% | | 3.55% |
| 23 | | 2.91% | | 1.90% | | 3.23% | | 4.40% | | 3.06% | | 3.40% |
| 24 | | 3.31% | | 2.46% | | 3.33% | | 4.36% | | 3.54% | | 4.09% |
| 25 | | 3.14% | | 2.82% | | 3.59% | | 3.75% | | 3.61% | | 4.01% |
| 26 | | 3.00% | | 3.46% | | 3.59% | | 2.99% | | 4.23% | | 4.24% |
| 27 | | 2.56% | | 3.66% | | 4.17% | | 3.05% | | 4.02% | | 4.25% |
| 28 | | 2.51% | | 3.67% | | 4.62% | | 3.26% | | 4.12% | | 4.17% |
| 29 | | 3.10% | | 3.88% | | 4.13% | | 3.32% | | 4.30% | | 4.78% |
| 30 | | 3.04% | | 4.18% | | 3.65% | | 3.78% | | 4.33% | | 4.37% |
| 31 | | 3.81% | | 4.63% | | 3.16% | | 3.71% | | 4.81% | | 4.00% |
| 32 | | 4.02% | | 4.42% | | 3.11% | | 3.86% | | 4.55% | | 3.38% |
| 33 | | 4.03% | | 3.94% | | 3.08% | | 3.82% | | 4.14% | | 3.37% |
| 34 | | 4.48% | | 3.00% | | 3.52% | | 3.96% | | 3.49% | | 3.63% |
| 35 | | 4.19% | | 3.03% | | 3.66% | | 4.46% | | 3.67% | | 3.87% |
| 36 | | 4.98% | | 3.25% | | 3.74% | | 4.01% | | 3.74% | | 4.20% |
| 37 | | 4.69% | | 3.31% | | 3.79% | | 3.52% | | 4.39% | | |
| 38 | | 4.28% | | 3.84% | | 3.89% | | 3.19% | | 4.56% | | |
| 39 | | 3.07% | | 3.57% | | 3.71% | | 3.47% | | | | |
| 40 | | 3.21% | | 3.74% | | 4.20% | | 3.57% | | | | |
| 41 | | 3.55% | | 3.78% | | 4.00% | | 3.82% | | | | |
| 42 | | 3.46% | | 3.81% | | 3.75% | | 4.06% | | | | |
| 43 | | 3.86% | | 4.55% | | 3.34% | | | | | | |
| 44 | | 3.86% | | 3.92% | | 3.48% | | | | | | |
| 45 | | 4.32% | | 3.62% | | 3.58% | | | | | | |
| 46 | | 4.02% | | 3.38% | | 3.71% | | | | | | |
| 47 | | 3.97% | | 3.29% | | 4.14% | | | | | | |
| 48 | | 4.55% | | 3.69% | | | | | | | | |
| 49 | | 4.40% | | 4.02% | | | | | | | | |
| 50 | | 3.90% | | 4.66% | | | | | | | | |
| 51 | | 3.57% | | | | | | | | | | |
| 52 | | 3.66% | | | | | | | | | | |
| 53 | | 3.62% | | | | | | | | | | |
| 54 | | 4.14% | | | | | | | | | | |
| 55 | | 4.53% | | | | | | | | | | |
90+ Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.01% | | 0.00% | | 0.00% |
| 2 | | 0.34% | | 0.19% | | 0.13% | | 0.13% | | 0.63% | | 0.44% | | 0.62% | | 0.02% |
| 3 | | 1.57% | | 1.06% | | 1.21% | | 1.65% | | 2.14% | | 1.90% | | 2.14% | | 0.62% |
| 4 | | 2.36% | | 2.06% | | 2.90% | | 2.86% | | 2.91% | | 2.82% | | 2.35% | | 1.49% |
| 5 | | 2.23% | | 2.38% | | 3.01% | | 3.22% | | 3.29% | | 2.85% | | 2.40% | | 1.88% |
| 6 | | 2.16% | | 2.87% | | 3.40% | | 3.39% | | 3.87% | | 2.57% | | 2.74% | | 2.20% |
| 7 | | 2.47% | | 2.85% | | 3.24% | | 3.54% | | 3.24% | | 2.35% | | 2.50% | | 2.12% |
| 8 | | 2.43% | | 2.86% | | 3.26% | | 3.42% | | 2.35% | | 2.53% | | 2.64% | | 2.31% |
| 9 | | 3.05% | | 3.01% | | 3.73% | | 3.22% | | 2.54% | | 2.53% | | 2.97% | | 2.51% |
| 10 | | 3.28% | | 3.32% | | 3.98% | | 2.79% | | 3.20% | | 3.06% | | 3.43% | | 2.96% |
| 11 | | 3.79% | | 3.79% | | 3.58% | | 3.09% | | 3.27% | | 3.37% | | 3.73% | | 3.41% |
| 12 | | 3.83% | | 4.08% | | 3.07% | | 3.20% | | 3.55% | | 3.56% | | 3.64% | | 3.17% |
| 13 | | 4.29% | | 3.63% | | 3.00% | | 3.39% | | 3.63% | | 3.45% | | 4.18% | | 3.17% |
| 14 | | 4.48% | | 2.89% | | 3.29% | | 3.92% | | 3.86% | | 3.65% | | 3.86% | | 2.83% |
| 15 | | 4.52% | | 2.91% | | 3.60% | | 4.01% | | 3.82% | | 4.28% | | 3.61% | | 2.94% |
| 16 | | 4.05% | | 3.22% | | 3.98% | | 4.17% | | 3.92% | | 3.99% | | 3.37% | | 3.13% |
| 17 | | 3.29% | | 3.35% | | 4.10% | | 4.04% | | 4.66% | | 4.02% | | 3.16% | | 3.08% |
| 18 | | 3.23% | | 3.75% | | 4.27% | | 4.28% | | 4.51% | | 3.38% | | 3.24% | | 3.26% |
| 19 | | 3.63% | | 3.89% | | 4.28% | | 4.67% | | 4.25% | | 3.28% | | 3.64% | | |
| 20 | | 3.64% | | 3.86% | | 4.40% | | 4.43% | | 3.76% | | 3.29% | | 3.86% | | |
| 21 | | 4.14% | | 4.19% | | 4.59% | | 4.05% | | 3.58% | | 3.87% | | | | |
| 22 | | 4.25% | | 3.84% | | 4.30% | | 3.39% | | 3.88% | | 4.20% | | | | |
| 23 | | 4.37% | | 4.29% | | 3.88% | | 3.19% | | 4.10% | | | | | | |
| 24 | | 4.18% | | 4.08% | | 3.57% | | 3.52% | | 4.27% | | | | | | |
| 25 | | 4.04% | | 3.72% | | 3.46% | | 3.85% | | | | | | | | |
| 26 | | 4.64% | | 3.47% | | 3.71% | | 4.29% | | | | | | | | |
| 27 | | 4.57% | | 3.53% | | 4.16% | | | | | | | | | | |
| 28 | | 4.14% | | 3.64% | | 4.07% | | | | | | | | | | |
| 29 | | 3.51% | | 3.90% | | | | | | | | | | | | |
| 30 | | 3.64% | | 3.79% | | | | | | | | | | | | |
| 31 | | 3.67% | | | | | | | | | | | | | | |
| 32 | | 4.28% | | | | | | | | | | | | | | |
| 33 | | 4.63% | | | | | | | | | | | | | | |
90+ Day Delinquencies by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.01% | | 0.00% | | 0.00% | | 0.02% | | 0.00% | | 0.02% | | 0.01% | | 0.00% |
| 2 | | 0.16% | | 0.04% | | 0.04% | | 0.46% | | 0.03% | | 0.74% | | 0.02% | | |
| 3 | | 1.04% | | 0.73% | | 0.89% | | 1.49% | | 0.78% | | 1.56% | | 0.78% | | |
| 4 | | 1.72% | | 1.53% | | 1.67% | | 1.71% | | 1.31% | | 1.95% | | | | |
| 5 | | 1.83% | | 2.06% | | 2.44% | | 1.58% | | 1.61% | | | | | | |
| 6 | | 2.10% | | 2.25% | | 2.30% | | 1.55% | | 1.82% | | | | | | |
| 7 | | 2.26% | | 2.27% | | 2.16% | | 1.97% | | 1.85% | | | | | | |
| 8 | | 2.57% | | 2.36% | | 1.97% | | 2.20% | | | | | | | | |
| 9 | | 2.80% | | 2.34% | | 2.10% | | 2.47% | | | | | | | | |
| 10 | | 2.53% | | 2.33% | | 2.39% | | | | | | | | | | |
| 11 | | 2.27% | | 2.40% | | 2.56% | | | | | | | | | | |
| 12 | | 2.27% | | 2.47% | | 2.66% | | | | | | | | | | |
| 13 | | 2.49% | | 2.71% | | | | | | | | | | | | |
| 14 | | 3.11% | | 3.05% | | | | | | | | | | | | |
| 15 | | 3.20% | | | | | | | | | | | | | | |
Prepayment (ABS) Speed by Securitization Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.66% | | 0.81% | | 0.71% | | 1.08% |
| 2 | | 0.63% | | 0.85% | | 0.95% | | 0.78% |
| 3 | | 1.20% | | 0.84% | | 0.90% | | 1.05% |
| 4 | | 1.68% | | 1.55% | | 1.82% | | 1.78% |
| 5 | | 1.80% | | 1.99% | | 1.88% | | 1.99% |
| 6 | | 1.76% | | 2.04% | | 2.02% | | 2.08% |
| 7 | | 2.02% | | 2.16% | | 2.04% | | 1.89% |
| 8 | | 2.35% | | 2.04% | | 1.91% | | 1.67% |
| 9 | | 2.15% | | 2.09% | | 2.07% | | 1.66% |
| 10 | | 2.22% | | 2.03% | | 1.86% | | 1.78% |
| 11 | | 1.90% | | 1.88% | | 1.59% | | 1.78% |
| 12 | | 1.90% | | 2.04% | | 1.48% | | 1.93% |
| 13 | | 1.90% | | 1.80% | | 1.72% | | 2.11% |
| 14 | | 1.80% | | 1.60% | | 1.80% | | 1.80% |
| 15 | | 1.99% | | 1.46% | | 1.73% | | 1.86% |
| 16 | | 1.83% | | 1.73% | | 1.95% | | 1.78% |
| 17 | | 1.68% | | 1.69% | | 1.68% | | 1.66% |
| 18 | | 1.41% | | 1.68% | | 1.69% | | 2.23% |
| 19 | | 1.65% | | 1.89% | | 1.64% | | 2.14% |
| 20 | | 1.65% | | 1.55% | | 1.57% | | 1.87% |
| 21 | | 1.68% | | 1.77% | | 2.08% | | 1.85% |
| 22 | | 1.81% | | 1.65% | | 1.91% | | 1.94% |
| 23 | | 1.65% | | 1.46% | | 1.79% | | 1.87% |
| 24 | | 1.63% | | 1.98% | | 1.66% | | 1.83% |
| 25 | | 1.52% | | 1.71% | | 1.83% | | 1.70% |
| 26 | | 1.45% | | 1.68% | | 1.65% | | 1.69% |
| 27 | | 1.94% | | 1.62% | | 1.59% | | 1.71% |
| 28 | | 1.73% | | 1.55% | | 1.59% | | 1.56% |
| 29 | | 1.67% | | 1.56% | | 1.55% | | 1.64% |
| 30 | | 1.52% | | 1.48% | | 1.66% | | 1.78% |
| 31 | | 1.60% | | 1.49% | | 1.51% | | 1.61% |
| 32 | | 1.49% | | 1.44% | | 1.50% | | 1.40% |
| 33 | | 1.47% | | 1.47% | | 1.72% | | 1.38% |
| 34 | | 1.51% | | 1.35% | | 1.43% | | 1.38% |
| 35 | | 1.43% | | 1.43% | | 1.36% | | 1.46% |
| 36 | | 1.38% | | 1.65% | | 1.36% | | 1.35% |
| 37 | | 1.37% | | 1.46% | | 1.35% | | 1.34% |
| 38 | | 1.37% | | 1.21% | | 1.30% | | 1.22% |
| 39 | | 1.54% | | 1.22% | | 1.21% | | 1.27% |
| 40 | | 1.39% | | 1.28% | | 1.18% | | 1.18% |
| 41 | | 1.27% | | 1.25% | | 1.16% | | 1.23% |
| 42 | | 1.20% | | 1.18% | | 1.10% | | 1.31% |
| 43 | | 1.18% | | 1.17% | | 1.23% | | 0.96% |
| 44 | | 1.29% | | 1.11% | | 1.13% | | 1.11% |
| 45 | | 1.12% | | 1.16% | | 1.36% | | 0.90% |
| 46 | | 1.03% | | 1.14% | | 0.96% | | 0.96% |
| 47 | | 1.02% | | 1.03% | | 0.84% | | 1.05% |
| 48 | | 0.90% | | 1.13% | | 0.93% | | 0.97% |
| 49 | | 0.94% | | 0.66% | | 0.77% | | 0.73% |
| 50 | | 1.03% | | 0.67% | | 0.91% | | 0.73% |
| 51 | | 1.02% | | 0.55% | | 0.64% | | 0.47% |
| 52 | | 0.56% | | 0.34% | | 0.45% | | 0.80% |
| 53 | | 0.65% | | 0.77% | | 0.43% | | 0.67% |
| 54 | | 0.48% | | 0.44% | | 0.17% | | 0.60% |
| 55 | | -0.02% | | 0.25% | | 0.26% | | 0.00% |
| 56 | | 0.46% | | -0.60% | | 0.49% | | 0.11% |
| 57 | | | | -1.85% | | 0.51% | | -0.36% |
| 58 | | | | -0.87% | | | | |
Prepayment (ABS) Speed by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.79% | | 1.62% | | 1.07% | | 2.17% | | 2.83% | | 1.29% |
| 2 | | 0.66% | | 1.20% | | 1.21% | | 1.99% | | 1.62% | | 1.31% |
| 3 | | 1.05% | | 1.26% | | 1.09% | | 1.96% | | 1.94% | | 1.53% |
| 4 | | 1.36% | | 1.61% | | 1.41% | | 2.18% | | 2.06% | | 2.17% |
| 5 | | 1.68% | | 2.03% | | 1.76% | | 2.35% | | 2.27% | | 2.56% |
| 6 | | 1.47% | | 1.87% | | 1.77% | | 2.29% | | 2.34% | | 2.47% |
| 7 | | 1.77% | | 1.96% | | 2.44% | | 2.35% | | 2.45% | | 2.40% |
| 8 | | 1.72% | | 1.87% | | 2.25% | | 2.19% | | 2.49% | | 2.69% |
| 9 | | 2.05% | | 2.05% | | 2.38% | | 2.44% | | 2.27% | | 2.57% |
| 10 | | 2.18% | | 2.44% | | 2.14% | | 2.17% | | 2.72% | | 2.26% |
| 11 | | 2.00% | | 2.37% | | 2.20% | | 2.44% | | 2.19% | | 2.31% |
| 12 | | 2.12% | | 2.11% | | 2.17% | | 2.27% | | 2.15% | | 2.29% |
| 13 | | 1.85% | | 2.12% | | 2.08% | | 2.16% | | 2.07% | | 2.38% |
| 14 | | 1.90% | | 2.16% | | 2.02% | | 2.51% | | 2.13% | | 2.04% |
| 15 | | 2.28% | | 2.05% | | 1.90% | | 2.08% | | 2.21% | | 2.04% |
| 16 | | 2.20% | | 2.07% | | 1.88% | | 1.94% | | 2.01% | | 1.97% |
| 17 | | 2.02% | | 2.07% | | 1.92% | | 1.97% | | 1.99% | | 1.88% |
| 18 | | 1.99% | | 1.89% | | 1.87% | | 1.97% | | 1.87% | | 1.83% |
| 19 | | 2.09% | | 2.02% | | 2.17% | | 1.98% | | 1.79% | | 1.73% |
| 20 | | 1.96% | | 1.88% | | 1.82% | | 1.83% | | 1.72% | | 1.90% |
| 21 | | 1.81% | | 1.88% | | 1.73% | | 1.75% | | 1.77% | | 1.46% |
| 22 | | 1.82% | | 2.07% | | 1.68% | | 1.65% | | 1.84% | | 1.53% |
| 23 | | 1.84% | | 1.86% | | 1.65% | | 1.56% | | 1.38% | | 1.60% |
| 24 | | 1.91% | | 1.61% | | 1.64% | | 1.60% | | 1.40% | | 1.43% |
| 25 | | 1.84% | | 1.59% | | 1.56% | | 1.50% | | 1.43% | | 1.61% |
| 26 | | 1.73% | | 1.62% | | 1.49% | | 1.70% | | 1.38% | | 1.44% |
| 27 | | 1.92% | | 1.65% | | 1.48% | | 1.34% | | 1.54% | | 1.49% |
| 28 | | 1.71% | | 1.67% | | 1.51% | | 1.35% | | 1.42% | | 1.37% |
| 29 | | 1.60% | | 1.48% | | 1.54% | | 1.30% | | 1.39% | | 1.24% |
| 30 | | 1.61% | | 1.53% | | 1.39% | | 1.23% | | 1.28% | | 1.43% |
| 31 | | 1.46% | | 1.42% | | 1.52% | | 1.43% | | 1.14% | | 1.31% |
| 32 | | 1.54% | | 1.40% | | 1.28% | | 1.32% | | 1.44% | | 1.35% |
| 33 | | 1.50% | | 1.41% | | 1.23% | | 1.31% | | 1.29% | | 1.13% |
| 34 | | 1.31% | | 1.54% | | 1.18% | | 1.26% | | 1.36% | | 1.23% |
| 35 | | 1.51% | | 1.14% | | 1.27% | | 1.14% | | 1.14% | | 1.10% |
| 36 | | 1.28% | | 1.23% | | 1.25% | | 1.31% | | 1.13% | | 1.17% |
| 37 | | 1.35% | | 1.25% | | 1.14% | | 1.18% | | 0.94% | | |
| 38 | | 1.23% | | 1.07% | | 1.13% | | 1.16% | | 1.03% | | |
| 39 | | 1.47% | | 1.28% | | 1.13% | | 1.07% | | | | |
| 40 | | 1.06% | | 1.20% | | 0.90% | | 1.02% | | | | |
| 41 | | 1.12% | | 1.05% | | 1.12% | | 0.88% | | | | |
| 42 | | 1.22% | | 1.08% | | 1.09% | | 0.99% | | | | |
| 43 | | 0.92% | | 0.88% | | 1.05% | | | | | | |
| 44 | | 1.11% | | 1.16% | | 0.94% | | | | | | |
| 45 | | 0.98% | | 1.16% | | 1.00% | | | | | | |
| 46 | | 1.02% | | 1.01% | | 0.79% | | | | | | |
| 47 | | 0.87% | | 0.90% | | 0.84% | | | | | | |
| 48 | | 0.76% | | 0.90% | | | | | | | | |
| 49 | | 1.05% | | 0.66% | | | | | | | | |
| 50 | | 0.87% | | 0.86% | | | | | | | | |
| 51 | | 0.80% | | | | | | | | | | |
| 52 | | 0.55% | | | | | | | | | | |
| 53 | | 0.53% | | | | | | | | | | |
| 54 | | 0.28% | | | | | | | | | | |
| 55 | | 0.17% | | | | | | | | | | |
Prepayment (ABS) Speed by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 2.13% | | 2.11% | | 1.64% | | 0.88% | | 1.86% | | 1.70% | | 1.32% | | 0.51% |
| 2 | | 1.28% | | 1.68% | | 1.20% | | 0.88% | | 1.16% | | 1.01% | | 0.68% | | 1.29% |
| 3 | | 1.60% | | 1.72% | | 1.43% | | 1.42% | | 1.50% | | 1.36% | | 1.23% | | 1.05% |
| 4 | | 2.10% | | 2.03% | | 2.09% | | 2.07% | | 2.30% | | 2.11% | | 2.52% | | 1.72% |
| 5 | | 3.00% | | 2.49% | | 2.75% | | 2.58% | | 2.52% | | 2.25% | | 2.22% | | 2.05% |
| 6 | | 2.55% | | 2.49% | | 2.54% | | 2.52% | | 2.25% | | 2.52% | | 2.18% | | 2.07% |
| 7 | | 2.45% | | 2.59% | | 2.44% | | 2.22% | | 2.40% | | 1.97% | | 2.18% | | 2.04% |
| 8 | | 2.25% | | 2.18% | | 2.11% | | 2.09% | | 2.38% | | 2.12% | | 1.98% | | 1.80% |
| 9 | | 2.55% | | 2.16% | | 2.14% | | 1.98% | | 1.93% | | 2.07% | | 2.01% | | 2.02% |
| 10 | | 2.46% | | 2.03% | | 1.97% | | 2.13% | | 1.97% | | 1.93% | | 1.84% | | 1.94% |
| 11 | | 2.18% | | 1.97% | | 1.93% | | 1.72% | | 2.08% | | 2.09% | | 2.03% | | 1.73% |
| 12 | | 2.23% | | 2.00% | | 2.15% | | 1.96% | | 2.03% | | 1.98% | | 1.97% | | 2.03% |
| 13 | | 2.17% | | 1.96% | | 1.78% | | 1.93% | | 1.95% | | 2.02% | | 1.86% | | 1.94% |
| 14 | | 2.13% | | 2.04% | | 1.86% | | 1.85% | | 1.92% | | 1.73% | | 1.92% | | 1.90% |
| 15 | | 2.05% | | 1.64% | | 1.71% | | 1.99% | | 1.97% | | 1.69% | | 1.89% | | 1.69% |
| 16 | | 1.95% | | 1.72% | | 1.74% | | 1.85% | | 1.81% | | 1.96% | | 1.87% | | 1.81% |
| 17 | | 2.04% | | 1.84% | | 1.95% | | 1.80% | | 1.58% | | 1.76% | | 1.77% | | 1.68% |
| 18 | | 1.66% | | 1.72% | | 1.75% | | 1.69% | | 1.91% | | 1.89% | | 1.66% | | 1.64% |
| 19 | | 1.69% | | 1.79% | | 1.74% | | 1.54% | | 1.82% | | 1.64% | | 1.50% | | |
| 20 | | 1.74% | | 1.71% | | 1.71% | | 1.74% | | 1.82% | | 1.63% | | 1.66% | | |
| 21 | | 1.57% | | 1.62% | | 1.52% | | 1.65% | | 1.60% | | 1.40% | | | | |
| 22 | | 1.70% | | 1.65% | | 1.69% | | 1.69% | | 1.70% | | 1.64% | | | | |
| 23 | | 1.59% | | 1.45% | | 1.52% | | 1.49% | | 1.48% | | | | | | |
| 24 | | 1.60% | | 1.62% | | 1.63% | | 1.40% | | 1.58% | | | | | | |
| 25 | | 1.50% | | 1.49% | | 1.46% | | 1.28% | | | | | | | | |
| 26 | | 1.41% | | 1.47% | | 1.46% | | 1.40% | | | | | | | | |
| 27 | | 1.49% | | 1.35% | | 1.34% | | | | | | | | | | |
| 28 | | 1.40% | | 1.32% | | 1.40% | | | | | | | | | | |
| 29 | | 1.52% | | 1.19% | | | | | | | | | | | | |
| 30 | | 1.31% | | 1.38% | | | | | | | | | | | | |
| 31 | | 1.29% | | | | | | | | | | | | | | |
| 32 | | 1.23% | | | | | | | | | | | | | | |
| 33 | | 1.26% | | | | | | | | | | | | | | |
Prepayment (ABS) Speed by Securitization Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% | | 0.00% |
| 1 | | 0.98% | | 0.13% | | 0.42% | | 1.06% | | 0.20% | | 1.82% | | 0.51% | | 0.32% |
| 2 | | 0.95% | | 0.81% | | 0.88% | | 0.84% | | 0.75% | | 1.04% | | 0.69% | | |
| 3 | | 1.08% | | 1.06% | | 0.98% | | 1.07% | | 0.97% | | 1.30% | | 0.86% | | |
| 4 | | 1.64% | | 1.41% | | 1.28% | | 1.60% | | 1.31% | | 1.79% | | | | |
| 5 | | 1.85% | | 1.76% | | 1.65% | | 1.93% | | 1.64% | | | | | | |
| 6 | | 1.74% | | 1.73% | | 1.86% | | 1.66% | | 1.47% | | | | | | |
| 7 | | 1.63% | | 1.69% | | 1.82% | | 1.64% | | 1.59% | | | | | | |
| 8 | | 1.51% | | 1.73% | | 1.90% | | 1.64% | | | | | | | | |
| 9 | | 1.66% | | 1.60% | | 1.63% | | 1.73% | | | | | | | | |
| 10 | | 1.81% | | 1.86% | | 1.77% | | | | | | | | | | |
| 11 | | 1.72% | | 1.78% | | 1.71% | | | | | | | | | | |
| 12 | | 1.71% | | 1.76% | | 1.82% | | | | | | | | | | |
| 13 | | 1.69% | | 1.66% | | | | | | | | | | | | |
| 14 | | 1.53% | | 1.76% | | | | | | | | | | | | |
| 15 | | 1.72% | | | | | | | | | | | | | | |
Pool Factors by Securitization End of Period Principal Balance Outstanding Divided by Original Amount Financed Through July 31, 2024
Aggregate Principal Balance at Cutoff Date | | $578,947,371 | | $729,166,667 | | $885,416,667 | | $880,829,111 |
| | | | | | | | |
| 0 | | 100.00% | | 100.00% | | 100.00% | | 100.00% |
| 1 | | 98.60% | | 98.45% | | 98.55% | | 98.15% |
| 2 | | 97.23% | | 96.86% | | 96.85% | | 96.63% |
| 3 | | 95.26% | | 95.28% | | 95.20% | | 94.81% |
| 4 | | 92.77% | | 92.91% | | 92.52% | | 92.19% |
| 5 | | 90.16% | | 90.04% | | 89.78% | | 89.33% |
| 6 | | 87.61% | | 87.17% | | 86.90% | | 86.39% |
| 7 | | 84.81% | | 84.17% | | 84.06% | | 83.69% |
| 8 | | 81.63% | | 81.35% | | 81.40% | | 81.33% |
| 9 | | 78.74% | | 78.54% | | 78.56% | | 79.00% |
| 10 | | 75.78% | | 75.84% | | 76.06% | | 76.54% |
| 11 | | 73.29% | | 73.34% | | 73.89% | | 74.14% |
| 12 | | 70.82% | | 70.72% | | 71.86% | | 71.57% |
| 13 | | 68.38% | | 68.40% | | 69.61% | | 68.79% |
| 14 | | 66.08% | | 66.33% | | 67.29% | | 66.48% |
| 15 | | 63.57% | | 64.45% | | 65.04% | | 64.13% |
| 16 | | 61.32% | | 62.29% | | 62.61% | | 61.89% |
| 17 | | 59.27% | | 60.21% | | 60.51% | | 59.82% |
| 18 | | 57.52% | | 58.15% | | 58.43% | | 57.08% |
| 19 | | 55.56% | | 55.90% | | 56.43% | | 54.52% |
| 20 | | 53.63% | | 54.06% | | 54.55% | | 52.34% |
| 21 | | 51.64% | | 52.03% | | 52.07% | | 50.21% |
| 22 | | 49.55% | | 50.15% | | 49.87% | | 48.04% |
| 23 | | 47.71% | | 48.48% | | 47.83% | | 45.99% |
| 24 | | 45.91% | | 46.26% | | 45.98% | | 44.01% |
| 25 | | 44.25% | | 44.39% | | 43.99% | | 42.22% |
| 26 | | 42.67% | | 42.58% | | 42.23% | | 40.49% |
| 27 | | 40.56% | | 40.88% | | 40.55% | | 38.76% |
| 28 | | 38.75% | | 39.28% | | 38.91% | | 37.20% |
| 29 | | 37.07% | | 37.67% | | 37.34% | | 35.60% |
| 30 | | 35.56% | | 36.19% | | 35.67% | | 33.88% |
| 31 | | 33.99% | | 34.72% | | 34.19% | | 32.38% |
| 32 | | 32.55% | | 33.33% | | 32.74% | | 31.10% |
| 33 | | 31.18% | | 31.91% | | 31.08% | | 29.84% |
| 34 | | 29.78% | | 30.63% | | 29.76% | | 28.62% |
| 35 | | 28.48% | | 29.30% | | 28.52% | | 27.35% |
| 36 | | 27.24% | | 27.80% | | 27.30% | | 26.18% |
| 37 | | 26.05% | | 26.50% | | 26.12% | | 25.05% |
| 38 | | 24.87% | | 25.41% | | 24.99% | | 24.00% |
| 39 | | 23.57% | | 24.35% | | 23.94% | | 22.96% |
| 40 | | 22.42% | | 23.26% | | 22.92% | | 21.99% |
| 41 | | 21.38% | | 22.20% | | 21.94% | | 21.01% |
| 42 | | 20.40% | | 21.21% | | 21.00% | | 19.98% |
| 43 | | 19.45% | | 20.24% | | 19.99% | | 19.17% |
| 44 | | 18.45% | | 19.32% | | 19.07% | | 18.30% |
| 45 | | 17.58% | | 18.38% | | 18.02% | | 17.53% |
| 46 | | 16.76% | | 17.48% | | 17.20% | | 16.75% |
| 47 | | 15.95% | | 16.64% | | 16.45% | | 15.94% |
| 48 | | 15.20% | | 15.78% | | 15.67% | | 15.16% |
| 49 | | 14.45% | | 15.10% | | 14.96% | | 14.49% |
| 50 | | 13.68% | | 14.40% | | 14.20% | | 13.82% |
| 51 | | 12.92% | | 13.74% | | 13.54% | | 13.21% |
| 52 | | 12.30% | | 13.12% | | 12.91% | | 12.52% |
| 53 | | 11.66% | | 12.41% | | 12.29% | | 11.88% |
| 54 | | 11.05% | | 11.77% | | 11.70% | | 11.25% |
| 55 | | 10.51% | | 11.15% | | 11.10% | | 10.69% |
| 56 | | 9.90% | | 10.61% | | 10.46% | | 10.13% |
| 57 | | | | 10.12% | | 9.82% | | 9.59% |
| 58 | | | | 9.56% | | | | |
Pool Factors by Securitization End of Period Principal Balance Outstanding Divided by Original Amount Financed Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $797,927,461 | | $932,538,738 | | $708,603,517 | | $1,179,763,578 | | $1,237,144,340 | | $1,336,895,223 |
| | | | | | | | | | | | |
| 0 | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% |
| 1 | | 98.47% | | 97.55% | | 98.16% | | 96.91% | | 96.11% | | 97.92% |
| 2 | | 97.08% | | 95.59% | | 96.17% | | 94.06% | | 93.75% | | 95.83% |
| 3 | | 95.28% | | 93.57% | | 94.32% | | 91.27% | | 91.05% | | 93.52% |
| 4 | | 93.14% | | 91.16% | | 92.13% | | 88.22% | | 88.21% | | 90.47% |
| 5 | | 90.70% | | 88.23% | | 89.55% | | 84.98% | | 85.14% | | 86.94% |
| 6 | | 88.49% | | 85.57% | | 86.98% | | 81.85% | | 82.01% | | 83.56% |
| 7 | | 85.97% | | 82.83% | | 83.54% | | 78.73% | | 78.85% | | 80.40% |
| 8 | | 83.51% | | 80.22% | | 80.41% | | 75.85% | | 75.66% | | 76.87% |
| 9 | | 80.74% | | 77.46% | | 77.12% | | 72.66% | | 72.78% | | 73.54% |
| 10 | | 77.82% | | 74.20% | | 74.28% | | 69.88% | | 69.32% | | 70.68% |
| 11 | | 75.16% | | 71.06% | | 71.38% | | 66.83% | | 66.64% | | 67.85% |
| 12 | | 72.36% | | 68.33% | | 68.54% | | 64.05% | | 64.08% | | 65.06% |
| 13 | | 69.94% | | 65.61% | | 65.93% | | 61.44% | | 61.65% | | 62.19% |
| 14 | | 67.52% | | 62.87% | | 63.42% | | 58.37% | | 59.16% | | 59.79% |
| 15 | | 64.65% | | 60.37% | | 61.08% | | 55.96% | | 56.67% | | 57.47% |
| 16 | | 61.91% | | 57.86% | | 58.78% | | 53.79% | | 54.45% | | 55.24% |
| 17 | | 59.45% | | 55.39% | | 56.52% | | 51.61% | | 52.28% | | 53.15% |
| 18 | | 57.05% | | 53.24% | | 54.34% | | 49.46% | | 50.26% | | 51.14% |
| 19 | | 54.54% | | 50.93% | | 51.79% | | 47.37% | | 48.40% | | 49.29% |
| 20 | | 52.30% | | 48.84% | | 49.74% | | 45.48% | | 46.62% | | 47.29% |
| 21 | | 50.26% | | 46.78% | | 47.84% | | 43.70% | | 44.81% | | 45.75% |
| 22 | | 48.23% | | 44.49% | | 46.03% | | 42.05% | | 42.94% | | 44.16% |
| 23 | | 46.20% | | 42.56% | | 44.27% | | 40.51% | | 41.55% | | 42.52% |
| 24 | | 44.15% | | 40.94% | | 42.54% | | 38.97% | | 40.17% | | 41.09% |
| 25 | | 42.22% | | 39.34% | | 40.94% | | 37.54% | | 38.78% | | 39.49% |
| 26 | | 40.45% | | 37.77% | | 39.43% | | 35.93% | | 37.45% | | 38.08% |
| 27 | | 38.48% | | 36.19% | | 37.95% | | 34.69% | | 35.99% | | 36.65% |
| 28 | | 36.78% | | 34.61% | | 36.46% | | 33.44% | | 34.67% | | 35.34% |
| 29 | | 35.26% | | 33.23% | | 34.95% | | 32.26% | | 33.39% | | 34.15% |
| 30 | | 33.75% | | 31.82% | | 33.62% | | 31.15% | | 32.21% | | 32.82% |
| 31 | | 32.39% | | 30.56% | | 32.21% | | 29.89% | | 31.15% | | 31.61% |
| 32 | | 30.99% | | 29.32% | | 31.01% | | 28.74% | | 29.88% | | 30.40% |
| 33 | | 29.65% | | 28.10% | | 29.86% | | 27.62% | | 28.74% | | 29.35% |
| 34 | | 28.48% | | 26.79% | | 28.77% | | 26.55% | | 27.57% | | 28.25% |
| 35 | | 27.17% | | 25.80% | | 27.63% | | 25.57% | | 26.57% | | 27.25% |
| 36 | | 26.07% | | 24.78% | | 26.52% | | 24.50% | | 25.59% | | 26.22% |
| 37 | | 24.93% | | 23.76% | | 25.50% | | 23.54% | | 24.72% | | |
| 38 | | 23.90% | | 22.86% | | 24.49% | | 22.60% | | 23.82% | | |
| 39 | | 22.72% | | 21.83% | | 23.50% | | 21.72% | | | | |
| 40 | | 21.82% | | 20.89% | | 22.65% | | 20.89% | | | | |
| 41 | | 20.91% | | 20.04% | | 21.69% | | 20.12% | | | | |
| 42 | | 19.95% | | 19.18% | | 20.77% | | 19.32% | | | | |
| 43 | | 19.15% | | 18.43% | | 19.89% | | | | | | |
| 44 | | 18.29% | | 17.57% | | 19.06% | | | | | | |
| 45 | | 17.49% | | 16.71% | | 18.22% | | | | | | |
| 46 | | 16.68% | | 15.94% | | 17.48% | | | | | | |
| 47 | | 15.95% | | 15.23% | | 16.72% | | | | | | |
| 48 | | 15.26% | | 14.52% | | | | | | | | |
| 49 | | 14.46% | | 13.89% | | | | | | | | |
| 50 | | 13.75% | | 13.21% | | | | | | | | |
| 51 | | 13.07% | | | | | | | | | | |
| 52 | | 12.45% | | | | | | | | | | |
| 53 | | 11.84% | | | | | | | | | | |
| 54 | | 11.25% | | | | | | | | | | |
| 55 | | 10.69% | | | | | | | | | | |
Pool Factors by Securitization End of Period Principal Balance Outstanding Divided by Original Amount Financed Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $1,045,279,734 | | $871,804,507 | | $1,169,804,526 | | $1,073,768,792 | | $624,839,856 | | $643,116,434 | | $691,689,832 | | $610,572,063 |
| | | | | | | | | | | | | | | | |
| 0 | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% |
| 1 | | 97.01% | | 97.02% | | 97.58% | | 98.39% | | 97.30% | | 97.49% | | 97.96% | | 98.81% |
| 2 | | 94.99% | | 94.55% | | 95.64% | | 96.79% | | 95.41% | | 95.77% | | 96.59% | | 96.78% |
| 3 | | 92.62% | | 92.06% | | 93.47% | | 94.64% | | 93.18% | | 93.67% | | 94.65% | | 95.02% |
| 4 | | 89.74% | | 89.25% | | 90.58% | | 91.80% | | 90.00% | | 90.67% | | 91.23% | | 92.49% |
| 5 | | 85.76% | | 85.93% | | 86.88% | | 88.37% | | 86.58% | | 87.57% | | 88.21% | | 89.61% |
| 6 | | 82.42% | | 82.64% | | 83.50% | | 85.05% | | 83.53% | | 84.13% | | 85.33% | | 86.73% |
| 7 | | 79.23% | | 79.24% | | 80.34% | | 82.12% | | 80.39% | | 81.45% | | 82.46% | | 83.90% |
| 8 | | 76.32% | | 76.41% | | 77.61% | | 79.43% | | 77.29% | | 78.66% | | 79.85% | | 81.40% |
| 9 | | 73.13% | | 73.69% | | 74.88% | | 76.89% | | 74.79% | | 75.95% | | 77.24% | | 78.69% |
| 10 | | 70.09% | | 71.13% | | 72.41% | | 74.19% | | 72.31% | | 73.44% | | 74.87% | | 76.11% |
| 11 | | 67.44% | | 68.68% | | 70.00% | | 71.97% | | 69.72% | | 70.80% | | 72.31% | | 73.80% |
| 12 | | 64.81% | | 66.26% | | 67.36% | | 69.50% | | 67.21% | | 68.33% | | 69.84% | | 71.18% |
| 13 | | 62.28% | | 63.91% | | 65.19% | | 67.14% | | 64.82% | | 65.83% | | 67.53% | | 68.70% |
| 14 | | 59.82% | | 61.49% | | 62.93% | | 64.88% | | 62.54% | | 63.72% | | 65.16% | | 66.29% |
| 15 | | 57.49% | | 59.53% | | 60.89% | | 62.49% | | 60.21% | | 61.69% | | 62.89% | | 64.16% |
| 16 | | 55.33% | | 57.51% | | 58.85% | | 60.28% | | 58.09% | | 59.35% | | 60.67% | | 61.94% |
| 17 | | 53.10% | | 55.42% | | 56.58% | | 58.15% | | 56.27% | | 57.28% | | 58.58% | | 59.90% |
| 18 | | 51.30% | | 53.48% | | 54.57% | | 56.19% | | 54.11% | | 55.12% | | 56.64% | | 57.91% |
| 19 | | 49.48% | | 51.48% | | 52.62% | | 54.41% | | 52.09% | | 53.26% | | 54.88% | | |
| 20 | | 47.66% | | 49.59% | | 50.73% | | 52.43% | | 50.09% | | 51.43% | | 53.00% | | |
| 21 | | 46.02% | | 47.84% | | 49.04% | | 50.58% | | 48.37% | | 49.86% | | | | |
| 22 | | 44.28% | | 46.08% | | 47.21% | | 48.70% | | 46.57% | | 48.08% | | | | |
| 23 | | 42.68% | | 44.54% | | 45.56% | | 47.07% | | 45.01% | | | | | | |
| 24 | | 41.10% | | 42.87% | | 43.86% | | 45.54% | | 43.40% | | | | | | |
| 25 | | 39.63% | | 41.36% | | 42.33% | | 44.13% | | | | | | | | |
| 26 | | 38.26% | | 39.87% | | 40.82% | | 42.63% | | | | | | | | |
| 27 | | 36.82% | | 38.52% | | 39.44% | | | | | | | | | | |
| 28 | | 35.50% | | 37.19% | | 38.03% | | | | | | | | | | |
| 29 | | 34.10% | | 35.99% | | | | | | | | | | | | |
| 30 | | 32.89% | | 34.65% | | | | | | | | | | | | |
| 31 | | 31.70% | | | | | | | | | | | | | | |
| 32 | | 30.58% | | | | | | | | | | | | | | |
| 33 | | 29.45% | | | | | | | | | | | | | | |
Pool Factors by Securitization End of Period Principal Balance Outstanding Divided by Original Amount Financed Through July 31, 2024 (continued)
Aggregate Principal Balance at Cutoff Date | | $680,726,726 | | $635,832,252 | | $675,834,501 | | $789,174,371 | | $702,315,604 | | $859,340,872 | | $869,816,642 | | $925,333,926 |
| | | | | | | | | | | | | | | | |
| 0 | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% | | 100.00% |
| 1 | | 98.33% | | 99.20% | | 98.91% | | 98.24% | | 99.16% | | 97.37% | | 98.85% | | 99.03% |
| 2 | | 96.70% | | 97.68% | | 97.32% | | 96.71% | | 97.75% | | 95.67% | | 97.51% | | |
| 3 | | 94.93% | | 95.89% | | 95.63% | | 94.95% | | 96.11% | | 93.68% | | 95.99% | | |
| 4 | | 92.56% | | 93.73% | | 93.61% | | 92.58% | | 94.10% | | 91.12% | | | | |
| 5 | | 89.97% | | 91.17% | | 91.18% | | 89.81% | | 91.73% | | | | | | |
| 6 | | 87.52% | | 88.65% | | 88.51% | | 87.40% | | 89.57% | | | | | | |
| 7 | | 85.21% | | 86.24% | | 85.91% | | 85.06% | | 87.29% | | | | | | |
| 8 | | 83.08% | | 83.79% | | 83.23% | | 82.74% | | | | | | | | |
| 9 | | 80.80% | | 81.53% | | 80.93% | | 80.32% | | | | | | | | |
| 10 | | 78.35% | | 78.95% | | 78.48% | | | | | | | | | | |
| 11 | | 76.02% | | 76.53% | | 76.12% | | | | | | | | | | |
| 12 | | 73.73% | | 74.15% | | 73.69% | | | | | | | | | | |
| 13 | | 71.48% | | 71.92% | | | | | | | | | | | | |
| 14 | | 69.46% | | 69.61% | | | | | | | | | | | | |
| 15 | | 67.23% | | | | | | | | | | | | | | |
Annex B
Clearance, Settlement and Tax Documentation Procedures
NOTICE TO INVESTORS: THIS ANNEX B IS AN INTEGRAL PART OF THE PROSPECTUS TO WHICH IT IS ATTACHED.
Except in limited circumstances, the notes will be available primarily in book-entry form. Investors in the notes may hold the notes (i) in the United States, through DTC, or (ii) in Europe, through Clearstream or, with respect to the publicly offered notes and only if the sponsor satisfies any applicable conditions precedent to the holding of such notes through its system, Euroclear. The notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.
Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven calendar day settlement.
Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations.
Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.
Non-U.S. holders of global notes will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.
Initial Settlement
All book-entry notes will be held by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their relevant depository which in turn will hold these positions in their accounts as DTC participants.
Investors electing to hold their notes through DTC will follow DTC settlement practices. Investor notes custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary security and no lock-up or restricted period. Notes will be credited to the notes custody accounts on the settlement date against payment in same-day funds.
Secondary Market Trading
Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.
Trading between DTC Participants
Secondary market trading between DTC participants will be settled using the procedures applicable to asset-back notes issues in same-day funds.
Trading between Clearstream or Euroclear Participants
Secondary market trading between Clearstream participants or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.
Trading between DTC, Seller and Clearstream or Euroclear Participants
When notes are to be transferred from the account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the relevant depository, as the case may be, to receive the notes against payment. Payment will include interest accrued on the notes from and including the last coupon distribution date to and excluding the settlement date, on the basis of the actual number of days in the accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the relevant depository to the DTC participant’s account against delivery of the notes. After settlement has been completed, the notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream participant’s or Euroclear participant’s account. The notes credit will appear the next day, European time and the cash debt will be back-valued to, and the interest on the global notes will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date and the trade fails, the Clearstream or Euroclear cash debt will be valued instead as of the actual settlement date.
Clearstream participants and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the notes are credited to their account one day later.
As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream participants or Euroclear participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream participants or Euroclear participants purchasing notes would incur overdraft charges for one day, assuming they cleared the overdraft when the notes were credited to their accounts. However, interest on the notes would accrue from the value date. Therefore, in many cases the investment income on the global notes earned during that one-day period may substantially reduce or offset the amount of the overdraft charges, although the result will depend on each Clearstream participant’s or Euroclear participant’s particular cost of funds.
Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for crediting global notes to the respective European depository for the benefit of Clearstream participants or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participants a cross-market transaction will settle no differently than a trade between two DTC participants.
Trading between Clearstream or Euroclear Seller and DTC Purchaser
Due to time zone differences in their favor, Clearstream participants and Euroclear participants may employ their customary procedures for transactions in which notes are to be transferred by the respective clearing system, through the respective depository, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day prior to settlement. In these cases Clearstream or Euroclear will instruct the respective depository, as appropriate, to credit the notes to the DTC participant’s account against payment. Payment will include interest accrued on the notes from and including the last interest payment to and excluding the settlement date on the basis of the actual number of days in the accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of Clearstream participant or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. In the event that the Clearstream participant or Euroclear participant has a line of credit with its respective clearing system and elects to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date and the trade fails, receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would instead be valued as of the actual settlement date.
Finally, day traders that use Clearstream or Euroclear and that purchase global notes from DTC participants for delivery to Clearstream participants or Euroclear participants may wish to note that these trades would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:
| • | borrowing through Clearstream or Euroclear for one day, until the purchase side of the trade is reflected in their Clearstream or Euroclear accounts in accordance with the clearing system’s customary procedures; |
| • | borrowing the notes in the United States from a DTC participant no later than one day prior to settlement, which would give the notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or |
| • | staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream participant or Euroclear participant. |
Certain U.S. Federal Income Tax Documentation Requirements
A beneficial owner of notes holding such notes through Clearstream, Euroclear or DTC will be subject to the 30% U.S. federal withholding tax that generally applies to payments of interest, including OID, on registered debt issued by U.S. Persons, unless:
| (1) | each clearing system, bank or other financial institution that holds customers’ notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and |
| (2) | such beneficial owner certifies as to an exemption or reduced tax rate, which may be done using one of the forms below. |
This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to non-U.S. holders of the notes as well as the application of the withholding tax regulations. You are encouraged to consult your own tax advisors for specific advice regarding the holding and disposing of the notes. For further discussion of U.S. federal withholding tax under FATCA, see “U.S. Tax Matters—Tax Consequences to Non-U.S. Holders of the Notes—Foreign Account Tax Compliance Act” in this prospectus.
Exemption for Non-U.S. Persons – IRS Form W-8BEN or IRS Form W-8BEN-E
A beneficial owner of notes that is a Non-U.S. Person, as defined below, generally can obtain a complete exemption from the U.S. federal withholding tax by providing a duly executed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) or IRS Form W-8BEN-E, Certificate of Beneficial Owner for United States Tax Withholding and Reporting (Entities), as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on an IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or IRS Form W-8BEN-E may remain effective indefinitely.
Exemption for Non-U.S. Persons with effectively connected income – IRS Form W-8ECI
A Non-U.S. Person may claim an exemption from U.S. federal withholding tax on income effectively connected with the conduct of a trade or business in the United States by providing a duly executed IRS Form W-8ECI, Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States. The IRS Form W-8ECI is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on an IRS Form W-8ECI changes, a new IRS Form W-8ECI must be provided within 30 days of the change.
Exemption or reduced rate for Non-U.S. Persons resident in treaty countries – IRS Form W-8BEN or IRS Form W‑8BEN-E
A Non-U.S. Person may claim treaty benefits by providing a duly executed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) or IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities), as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on an IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or IRS Form W-8BEN-E may remain effective indefinitely.
Exemption for U.S. Persons – IRS Form W-9
U.S. Persons may obtain a complete exemption from U.S. federal withholding tax by filing a duly executed IRS Form W-9, Request for Taxpayer Identification Number and Certification, supplying such U.S. Person’s U.S. federal taxpayer identification number and certain other information.
For purposes of this discussion, a U.S. Person is:
| (1) | a citizen or resident of the United States; |
| (2) | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof; |
| (3) | an estate that is subject to U.S. federal income tax regardless of the source of its income; or |
| (4) | a trust if a court within the United States can exercise primary supervision over the administration of the trust and at least one U.S. person has the authority to control all substantial decisions of the trust. |
A Non-U.S. Person is any person other than a U.S. Person and other than a partnership (including any entity treated as a partnership for U.S. federal income tax purposes).
Exeter Automobile Receivables Trust 2024-5
$99,000,000 Asset-Backed Notes, Class A-1(1)
$178,380,000 Asset-Backed Notes, Class A-2(1)
$113,620,000 Asset-Backed Notes, Class A-3(1)
$155,720,000 Asset-Backed Notes, Class B(1)
$133,260,000 Asset-Backed Notes, Class C(1)
$133,760,000 Asset-Backed Notes, Class D(1)
$107,390,000 Asset-Backed Notes, Class E(1) (2)
________________
| (1) | At least 5% of the initial principal amount of each class of notes will be retained by the sponsor or a majority-owned affiliate of the sponsor to satisfy the U.S. credit risk retention obligations of the sponsor, as described under “U.S. Credit Risk Retention” in this prospectus. |
| (2) | The Class E Notes are not being publicly registered and are not offered hereby. The depositor expects that the Class E Notes will be privately placed. |
EFCAR, LLC
Depositor
Exeter Finance LLC
Sponsor and Servicer
__________________
PROSPECTUS
__________________
| Barclays | J.P. Morgan
| Mizuho |
| | Co-Managers
| |
| Citigroup | Deutsche Bank Securities | Wells Fargo Securities |
You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to give you different information. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the front cover of this prospectus. We are not offering the notes in any jurisdiction where it is not permitted.
Dealer prospectus delivery obligation. Until ninety days after the date of this prospectus, all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
