ANNEX A
SERIES 2019-1
SUPPLEMENTAL DEFINITIONS LIST
“Administrative Agent” has the meaning set forth in the preamble to the Series 2019-1 Class A-1 Note Purchase Agreement. For purposes of the Base Indenture, the Administrative Agent shall be deemed to be a “Class A-1 Administrative Agent”.
“Administrative Agent Fees” has the meaning set forth in the Series 2019-1 Class A-1 VFN Fee Letter.
“Advance Request” has the meaning set forth in Section 7.03(d) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Agent Members” means members of, or participants in, DTC, or a nominee thereof.
“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.
“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Base Rate” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Base Rate Advance” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Breakage Amount” has the meaning set forth in Section 3.06(c) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Cede” has the meaning set forth in Section 4.02(a) of the Series 2019-1 Supplement.
“Class A-1 Accrued Quarterly Commitment Fee Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Class A‑1 Notes Commitment Fees Account with respect to the Series 2019-1 Class A-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Class A-1 Notes Accrued Quarterly Commitment Fee Amounts for all such preceding Weekly Allocation Dates.
“Class A-1 Amendment Expenses” means “Amendment Expenses” as defined in, and payable pursuant to, Section 9.05(a)(ii) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Class A-1 Daily Interest Amount” means, for any day during any Interest Accrual Period, the sum of the following amounts:
(a) with respect to any Eurodollar Advance outstanding on such day, the result of (i) the product of (x) the Eurodollar Rate in effect for such Interest Accrual Period and (y) the principal amount of such Series 2019-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 360; plus
(b) with respect to any Base Rate Advance outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2019-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus
(c) with respect to any CP Advance outstanding on such day, the result of (i) the product of (x) the CP Rate in effect for such Interest Accrual Period and (y) the principal amount of such Series 2019-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 360; plus
(d) with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2019-1 Class A-1 Swingline Loans and Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus
(e) with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Quarterly Fees that accrue thereon for such day.
“Class A-1 Estimated Quarterly Commitment Fee” means, with respect to any Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Daily Commitment Fees Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Series 2019-1 Class A-1 Quarterly Commitment Fees Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.04(a).
“Class A-1 Estimated Quarterly Interest” means, with respect to each Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Class A-1 Daily Interest Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Class A-1 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period, together with additional interest thereon as set forth in Section 3.04(a).
“Class A-1 Extension Fees” means the fees payable pursuant to the Series 2019-1 Class A-1 VFN Fee Letter in connection with the extension of a Commitment Termination Date.
“Class A-1 Final Interest Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period. For purposes of the Base Indenture, the Class A-1 Final Interest Adjustment Amount for any Interest Accrual Period shall be deemed to be a “Class A‑1 Interest Adjustment Amount” for such Interest Accrual Period.
“Class A-1 Notes Accrued Quarterly Commitment Fee Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Commitment Fee Final Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (c) below) an amount equal to the sum of:
(a) the sum of (A) the product of (1) the Weekly Allocation Percentage and (2) the Class A-1 Estimated Quarterly Commitment Fee for such Interest Accrual Period and (B) the Class A-1 Accrued Quarterly Commitment Fee Shortfall for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Commitment Fee, net of any allocated but unpaid negative Commitment Fee Final Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;
(b) if such Weekly Allocation Date is on or prior to the second to last Weekly Allocation Date in such Quarterly Collection Period, the Commitment Fee Weekly Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (a)); and
(c) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Commitment Fee Final Adjustment Amount, if positive, with respect to such Interest Accrual Period.
For purposes of the Base Indenture, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount shall be deemed to be the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount”.
“Class A-1 Order of Distribution” shall mean the priorities of distribution set forth in in Section 4.02(a) and (b) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Class A-1 Weekly Interest Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period.
“Class A-2 Accrued Quarterly Scheduled Principal Amount” means, for each Weekly Allocation Date during any Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the Quarterly Scheduled Principal Amount for the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount for such Weekly Allocation Date, until such Quarterly Scheduled Principal Amount shall have been allocated (or prefunded with respect to the first Quarterly Collection Period) in full. For purposes of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”.
“Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount” means, (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Principal Payment Account with respect to Class A-2 Accrued Quarterly Scheduled Principal Amounts on the immediately preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Class A-2 Accrued Quarterly Scheduled Principal Amount for such immediately preceding Weekly Allocation Date.
“Class A-2 Quarterly Interest” means, with respect to any Interest Accrual Period, an amount equal to the sum of (i) the accrued interest at the Series 2019-1 Class A-2 Note Rate on the Series 2019-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.05(a).
“Commitments” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Commitment Fee Final Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (a) - (c) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period. For purposes of the Base Indenture, the Commitment Fee Final Adjustment Amount shall be deemed to be the “Class A-1 Commitment Fee Adjustment Amount”.
“Commitment Fee Weekly Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (a) - (c) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period.
“Commitment Termination Date” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Committed Note Purchaser” has the meaning set forth in the preamble to the Series 2019-1 Class A-1 Note Purchase Agreement.
“Conduit Investors” has the meaning set forth in the preamble to the Series 2019-1 Class A-1 Note Purchase Agreement.
“CP Advance” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“CP Rate” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Daily Commitment Fees Amount” means, for any day during any Interest Accrual Period, the Undrawn Commitment Fees that accrue for such day.
“Daily Post-Renewal Date Contingent Interest Amount” means, for any day during any Interest Accrual Period commencing on or after the Series 2019-1 Class A-1 Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) the Series 2019-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances and Undrawn L/C Face Amounts included therein) as of the close of business on such day divided by (ii) 360 and (b) the result of (i) the product of (x) the Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) any Base Rate Advances included in the Series 2019-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable.
“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.
“Definitive Notes” has the meaning set forth in Section 4.02(c) of the Series 2019-1 Supplement.
“Depository” means the depository or the custodian specified herein to whom the Notes of a Class of a Series, upon original issuance, may be issued and delivered.
“DTC” means The Depository Trust Company and any successor thereto.
“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ERISA Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which are subject to Title I of ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are deemed to include the assets of such plans.
“Estimated Class A-1 Daily Interest Amount” means (a) for the first Interest Accrual Period, the Class A-1 Daily Interest Amount as of the Series 2019-1 Closing Date and (b) for any other Interest Accrual Period, the Class A-1 Daily Interest Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.
“Estimated Daily Commitment Fees Amount” means (a) for the first Interest Accrual Period, the Daily Commitment Fees Amount as of the Series 2019-1 Closing Date and (b) for any other Interest Accrual Period, the Daily Commitment Fees Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.
“Eurodollar Advance” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Eurodollar Rate” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.
“Funding Agent” has the meaning set forth in the preamble to the Series 2019-1 Class A‑1 Note Purchase Agreement.
“Increase” has the meaning set forth in Section 2.01(a) of the Series 2019-1 Supplement.
“Initial Purchasers” means, collectively, Guggenheim Securities, LLC, Morgan Stanley & Co. LLC, Rabo Securities U.S.A., Inc., BofA Securities Inc. and Wells Fargo Securities LLC.
“Investor” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A‑1 Note Purchase Agreement.
“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“KBRA” means Kroll Bond Rating Agency, Inc. (and any successor or successors thereto).
“L/C Commitment” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“L/C Issuing Bank” has the meaning set forth in Section 2.07(g) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“L/C Obligations” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“L/C Provider” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Letter of Credit” has the meaning set forth in Section 2.07(a) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Make-Whole End Date” has the meaning set forth in Section 3.06(e) of the Series 2019-1 Supplement.
“Mandatory Decrease” has the meaning set forth in the Series 2019-1 Class A-1 Note Purchase Agreement.
“Offering Memorandum” means the offering memorandum for the offering of the Series 2019-1 Class A-2 Notes, dated June 28, 2019, prepared by the Master Issuer.
“Outstanding” has the meaning set forth in the Base Indenture.
“Permanent Regulation S Global Notes” has the meaning set forth in Section 4.02(b) of the Series 2019-1 Supplement.
“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.
“Plan Fiduciary” has the meaning set forth in Section 4.05(l) of the Series 2019-1 Supplement.
“Prepayment Notice” has the meaning set forth in Section 3.06(g) of the Series 2019-1 Supplement.
“Prepayment Record Date” means, with respect to the date of any Series 2019-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2019-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2019-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2019-1 Prepayment.
“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, (i) with respect to the Series 2019-1 Class A-2-I Notes, $1,437,500, (ii) with respect to the Series 2019-1 Class A-2-II Notes, $687,500 and (iii) with respect to the Series 2019-1 Class A-2-III Notes, $1,125,000; provided that amounts paid to the Series 2019-1 Class A-2 Noteholders in respect of the Series 2019-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 3.06(f) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably. Series 2019-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2019-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2019-1 Class A-2 Notes. For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.
“Quarterly Scheduled Principal Deficiency Amount” means, as of any date of determination, the amount, if any, of due and unpaid Quarterly Scheduled Principal Amount with respect to each Quarterly Payment Date prior to such date of determination. For purposes of the Base Indenture, the Quarterly Scheduled Principal Deficiency Amount shall be deemed to be a “Senior Notes Quarterly Scheduled Principal Deficiency Amount”.
“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.
“Rabobank” means Coöperatieve Rabobank, U.A., New York Branch.
“Rating Agency” means S&P, KBRA and any respective successor or successors thereto. Solely with respect to the Series 2019-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2019-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.
“Regulation S” means Regulation S promulgated under the 1933 Act.
“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.
“Required Balance” means, with respect to any Weekly Collection Period, the product of (1) the percentage set forth in the table below for each Weekly Collection Period for the specific length of the Fiscal Quarter and (2) with respect to (a) the Senior Notes Interest Payment Account, the sum, for each Interest Accrual Period, of (x) the Class A-1 Quarterly Commitment Fee Amounts and (y) the Senior Notes Quarterly Interest Amount, (b) the Senior Subordinated Notes Interest Payment Account, the Senior Subordinated Notes Accrued Quarterly Interest Amount, (c) the Subordinated Notes Interest Payment Account, the Subordinated Notes Accrued Quarterly Interest Amount, (d) the Senior Notes Principal Payment Account, the Senior Notes Quarterly Scheduled Principal Amounts, (e) the Senior Subordinated Notes Principal Payment Account, the Senior Subordinated Quarterly Scheduled Principal Amounts, (f) the Subordinated Notes Principal Payment Account, the Subordinated Quarterly Scheduled Principal Amounts and (g) the Senior Notes Post-ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount.
| | Length of Fiscal Quarter |
Week | 12-week quarter | 13-week quarter | 16-week quarter |
| 1 | – | – | – |
| 2 | – | – | – |
| 3 | – | – | – |
| 4 | 45% | 45% | – |
| 5 | 45% | 45% | – |
| 6 | 45% | 45% | 45% |
| 7 | 80% | 80% | 45% |
| 8 | 80% | 80% | 45% |
| 9 | 100% | 100% | 45% |
| 10 | 100% | 100% | 80% |
| 11 | 100% | 100% | 80% |
| 12 | 100% | 100% | 80% |
| 13 | N/A | 100% | 100% |
| 14 | N/A | N/A | 100% |
| 15 | N/A | N/A | 100% |
| 16 | N/A | N/A | 100% |
“Restricted Period” means, with respect to any Series 2019-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2019-1 Closing Date and ending on the 40th day after the Series 2019-1 Closing Date.
“Rule 144A” means Rule 144A promulgated under the 1933 Act.
“Rule 144A Global Notes” has the meaning set forth in Section 4.02(a) of the Series 2019-1 Supplement.
“S&P” means S&P Global Ratings (and any successor or successors thereto).
“Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) of “Senior Notes Accrued Quarterly Interest Amount (Class A-1)”), an amount equal to the sum of Senior Notes Accrued Quarterly Interest Amount (Class A-1) and Senior Notes Accrued Quarterly Interest Amount (Class A-2) for such Weekly Allocation Date. For purposes of the Base Indenture, the Senior Notes Accrued Quarterly Interest Amount shall be deemed to be a “Senior Notes Accrued Quarterly Interest Amount”.
“Senior Notes Accrued Quarterly Interest Amount (Class A-1)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) below), an amount equal to the sum of:
(i) the sum of (A) the product of (1) the applicable Weekly Allocation Percentage and (2) the Class A-1 Estimated Quarterly Interest for such Interest Accrual Period and (B) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1) for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Interest, net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;
(ii) if such Weekly Allocation Date is on or prior to the second to last Weekly Allocation Date in such Quarterly Collection Period, the Class A-1 Weekly Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (i)); and
(iii) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Class A-1 Final Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period.
“Senior Notes Accrued Quarterly Interest Amount (Class A-2)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the sum of: (i) the product of (1) the Weekly Allocation Percentage and (2) the expected Class A-2 Quarterly Interest for such Interest Accrual Period and (ii) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for such Weekly Allocation Date, until such expected Class A-2 Quarterly Interest shall have been allocated in full.
“Senior Notes Accrued Quarterly Interest Shortfall (Class A-1)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to Senior Notes Accrued Quarterly Interest Amount (Class A-1) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-1) for all such preceding Weekly Allocation Dates.
“Senior Notes Accrued Quarterly Interest Shortfall (Class A-2)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount (Class A-2) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-2) for all such preceding Weekly Allocation Dates.
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the aggregate of each interest amount designated hereunder as a “Senior Notes Quarterly Post-ARD Contingent Interest Amount” for purposes of the Base Indenture (collectively, the “Designated SNQPCIA”) due on the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall for such Weekly Allocation Date, until such Designated SNQPCIA shall have been allocated in full. For purposes of the Base Indenture, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount shall be deemed to be a “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount”.
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2019-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.
“Series 2019-1 Anticipated Repayment Date” has the meaning set forth in Section 3.06(b) of the Series 2019-1 Supplement. For purposes of the Base Indenture, the Series 2019-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.
“Series 2019-1 Class A-1 Administrative Expenses” means, for any Weekly Allocation Date, the aggregate amount of any Administrative Agent Fees and Class A-1 Amendment Expenses then due and payable and not previously paid and, if the following Quarterly Payment Date is a Series 2019-1 Class A-1 Notes Renewal Date, the amount of any Class A-1 Extension Fees due and payable on such Quarterly Payment Date. For purposes of the Base Indenture, the Series 2019-1 Class A-1 Administrative Expenses shall be deemed to be “Class A-1 Notes Administrative Expenses”.
“Series 2019-1 Class A-1 Advance” has the meaning set forth in the recitals to the Series 2019-1 Class A-1 Note Purchase Agreement.
“Series 2019-1 Class A-1 Advance Notes” has the meaning set forth in “Designation” in the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Advance Request” has the meaning set forth under “Advance Request” in this Annex A.
“Series 2019-1 Class A-1 Breakage Amount” has the meaning set forth under the “Breakage Amount” in this Annex A.
“Series 2019-1 Class A-1 Commitments” has the meaning set forth under “Commitments” in this Annex A.
“Series 2019-1 Class A-1 Commitment Term” has the meaning set forth in under “Commitment Term” in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Series 2019-1 Class A-1 Distribution Account” means account no. 12206200 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Series 2019-1 – Series 2019-1 Distribution Account” maintained by the Trustee pursuant to Section 3.07(a) of the Series 2019-1 Supplement or any successor securities account maintained pursuant to Section 3.07(a) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.07(b) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2019-1 Class A-1 Outstanding Principal Amount exceeds the Series 2019-1 Class A-1 Notes Maximum Principal Amount.
“Series 2019-1 Class A-1 Initial Advance” has the meaning set forth in Section 2.01(a) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Initial Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2019-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2019-1 Class A-1 Initial Advances made on the Series 2019-1 Closing Date pursuant to Section 2.01(a) of the Series 2019-1 Supplement, which is $0.
“Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2019-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Series 2019-1 Closing Date pursuant to Section 2.07 of the Series 2019-1 Class A-1 Note Purchase Agreement, which is $76,798,364.16.
“Series 2019-1 Class A-1 Initial Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2019-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2019-1 Closing Date pursuant to Section 2.06 of the Series 2019-1 Class A-1 Note Purchase Agreement, which is $0.
“Series 2019-1 Class A-1 Investor” has the meaning set forth under “Investor” in this Annex A.
“Series 2019-1 Class A-1 L/C Notes” has the meaning set forth in “Designation” in the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 L/C Obligations” has the meaning set forth under “L/C Obligations” in this Annex A.
“Series 2019-1 Class A-1 Legal Final Maturity Date” is the Quarterly Payment Date occurring in August 2049.
“Series 2019-1 Class A-1 Note Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of July 8, 2019, by and among the Master Issuer, the Guarantors, the Manager, the Series 2019-1 Class A-1 Investors, the Series 2019-1 Class A-1 Noteholders and Coöperatieve Rabobank, U.A., New York Branch, as administrative agent thereunder, pursuant to which the Series 2019-1 Class A-1 Noteholders have agreed to purchase the Series 2019-1 Class A-1 Notes from the Master Issuer, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time. For purposes of the Base Indenture, the Series 2019-1 Class A-1 Note Purchase Agreement shall be deemed to be a “Variable Funding Note Purchase Agreement”.
“Series 2019-1 Class A-1 Note Rate” means, for any day, (a) with respect to any portion of the Series 2019-1 Class A-1 Outstanding Principal Amount as of such day, the CP Rate, the Eurodollar Rate or the Base Rate, as applicable thereto pursuant to the Series 2019-1 Class A-1 Note Purchase Agreement for such day, and (b) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2019-1 Class A-1 Note Rate, the Base Rate in effect for such day.
“Series 2019-1 Class A-1 Noteholder” means the Person in whose name a Series 2019-1 Class A-1 Note is registered in the Note Register.
“Series 2019-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Notes Amortization Event” means that the Outstanding Principal Amount of the Series 2019-1 Class A-1 Notes is not paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or prior to the Series 2019-1 Class A-1 Notes Renewal Date. For purposes of the Base Indenture, a Series 2019-1 Class A-1 Notes Amortization Event shall be deemed to be a “Class A-1 Notes Amortization Event”.
“Series 2019-1 Class A-1 Notes Amortization Period” means the period commencing on the date on which a Series 2019-1 Class A-1 Notes Amortization Event occurs and ending on the date on which there are no Series 2019-1 Class A-1 Notes Outstanding. For purposes of the Base Indenture, a Series 2019-1 Class A-1 Notes Amortization Period shall be deemed to be a “Class A-1 Notes Amortization Period”.
“Series 2019-1 Class A-1 Notes Maximum Principal Amount” means $150,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Series 2019-1 Class A-1 Notes Renewal Date” means (i) the Quarterly Payment Date in August 2024, (ii) if the date in clause (i) is extended at such time to the Quarterly Payment Date in August 2025, the Quarterly Payment Date in August 2025, and (iii) if the date in clause (ii) is extended at such time to the Quarterly Payment Date in August 2026, the Quarterly Payment Date in August 2026, in each case pursuant to Section 3.06(b) of this Series Supplement. For purposes of the Base Indenture, the Series 2019-1 Class A-1 Notes Renewal Date shall be deemed to be a “Class A-1 Notes Renewal Date”.
“Series 2019-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2019-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a redemption or otherwise) made on the Series 2019-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2019-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.01 of the Series 2019-1 Supplement resulting from Series 2019-1 Class A-1 Advances made on or prior to such date and after the Series 2019-1 Closing Date plus (d) any Series 2019-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2019-1 Class A-1 Outstanding Principal Amount exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount. For purposes of the Base Indenture, the Series 2019-1 Class A-1 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.
“Series 2019-1 Class A-1 Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2019-1 Class A-1 Swingline Notes and Series 2019-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility Increases or Subfacility Decreases therein to occur on such date pursuant to the terms of the Series 2019-1 Class A-1 Note Purchase Agreement or the Series 2019-1 Supplement).
“Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Amount” means, for any Interest Accrual Period commencing on or after the Series 2019-1 Class A-1 Notes Renewal Date, an amount equal to the sum of the aggregate of the Daily Post-Renewal Date Contingent Interest Amounts for each day in such Interest Accrual Period. For purposes of the Base Indenture, the Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.
“Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Rate” has the meaning set forth in Section 3.04(c) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 Subfacility Noteholder” means the Person in whose name a Series 2019-1 Class A-1 Swingline Note or Series 2019-1 Class A-1 L/C Note is registered in the Note Register.
“Series 2019-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loan” in this Annex A.
“Series 2019-1 Class A-1 Swingline Notes” has the meaning set forth in “Designation” of the Series 2019-1 Supplement.
“Series 2019-1 Class A-1 VFN Fee Letter” means the Fee Letter, dated as of the Series 2019-1 Closing Date, by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline Lender, and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.
“Series 2019-1 Class A-2 Distribution Account” means account no. 12206300 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Series 2019-1 – Series 2019-1 Distribution Account” maintained by the Trustee pursuant to Section 3.08(a) of the Series 2019-1 Supplement or any successor securities account maintained pursuant to Section 3.08(a) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.08(b) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2019-1 Class A-2 Notes, which is $1,300,000,000.
“Series 2019-1 Class A-2 Legal Final Maturity Date” means the Quarterly Payment Date occurring in August 2049.
“Series 2019-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.06(g) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2019-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2019-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche (i) the discounted present value as of the relevant Series 2019-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2019-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2019-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the principal of such Tranche (or portion thereof) being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid or (B) if such Series 2019-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the applicable Tranche, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2019-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base Indenture, Series 2019-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.
“Series 2019-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of June 28, 2019, by and among Guggenheim Securities, LLC, on behalf of itself and as representative of the Initial Purchasers, the Master Issuer, the Guarantors, the Manager, Jack in the Box Eastern Division L.P., JBX General Partner LLC and JBX Limited Partner LLC, as amended, supplemented or otherwise modified from time to time.
“Series 2019-1 Class A-2 Note Rate” means (i) with respect to the Series 2019-1 Class A-2-I Notes, the Series 2019-1 Class A-2-I Note Rate, (ii) with respect to the Series 2019-1 Class A-2-II Notes, the Series 2019-1 Class A-2-II Note Rate and (iii) (ii) with respect to the Series 2019-1 Class A-2-III Notes, the Series 2019-1 Class A-2-III Note Rate.
“Series 2019-1 Class A-2 Noteholder” means the Person in whose name a Series 2019-1 Class A-2 Note is registered in the Note Register.
“Series 2019-1 Class A-2-I Note Rate” means 3.982% per annum.
“Series 2019-1 Class A-2-II Note Rate” means 4.476% per annum.
“Series 2019-1 Class A-2-III Note Rate” means 4.970% per annum.
“Series 2019-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2019-1 Supplement.
“Series 2019-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2019-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2019-1 Class A-2 Noteholders with respect to Series 2019-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the Series 2019-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.
“Series 2019-1 Class A-2 Prepayment” has the meaning set forth in Section 3.06(e) of the Series 2019-1 Supplement.
“Series 2019-1 Class A-2 Prepayment Date” means the date on which any prepayment on the Series 2019-1 Class A-2 Notes is made pursuant to Section 3.06(d), Section 3.06(f) or Section 3.06(j) of this Series Supplement, which shall be, with respect to any Series 2019-1 Class A-2 Prepayment pursuant to Section 3.6(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2019-1 Class A-2 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.
“Series 2019-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 3.05(b)(i). For purposes of the Base Indenture, the Series 2019-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.
“Series 2019-1 Closing Date” means July 8, 2019. For purposes of the Base Indenture, the Series 2019-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2019-1 Notes.
“Series 2019-1 Distribution Accounts” means, collectively, the Series 2019-1 Class A-1 Distribution Account and the Series 2019-1 Class A-2 Distribution Account. For purposes of the Base Indenture, the Series 2019-1 Distribution Accounts shall be deemed to be “Series Distribution Accounts”.
“Series 2019-1 Extension Elections” means, collectively, the Series 2019-1 First Extension Election and the Series 2019-1 Second Extension Election.
“Series 2019-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2019-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2019-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts (after giving effect to the provisions of Section 4.04 of the Series 2019-1 Class A-1 Note Purchase Agreement), the payment of all fees and expenses and other amounts then due and payable under the Series 2019-1 Class A-1 Note Purchase Agreement and the termination in full of all Series 2019-1 Class A-1 Commitments.
“Series 2019-1 Final Payment Date” means the date on which the Series 2019-1 Final Payment is made.
“Series 2019-1 First Extension Election” has the meaning set forth in Section 3.06(b)(i) of the Series 2019-1 Supplement.
“Series 2019-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.
“Series 2019-1 Ineligible Account” has the meaning set forth in Section 3.11 of the Series 2019-1 Supplement.
“Series 2019-1 Legal Final Maturity Date” means, (i) with respect to the Series 2019-1 Class A-1 Notes, the Series 2019-1 Class A-1 Legal Final Maturity Date and (ii) with respect to the Series 2019-1 Class A-2 Notes, the Series 2019-1 Class A-2 Legal Final Maturity Date. For purposes of the Base Indenture, the Series 2019-1 Legal Final Maturity Date shall be deemed to be a “Series Legal Final Maturity Date”.
“Series 2019-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Holdco Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the Series 2019-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.
“Series 2019-1 Note Owner” means, with respect to a Series 2019-1 Note that is a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).
“Series 2019-1 Noteholders” means, collectively, the Series 2019-1 Class A-1 Noteholders and the Series 2019-1 Class A-2 Noteholders.
“Series 2019-1 Notes” has the meaning set forth in “Designation” in the Series 2019-1 Supplement.
“Series 2019-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2019-1 Class A-1 Outstanding Principal Amount, plus the Series 2019-1 Class A-2 Outstanding Principal Amount.
“Series 2019-1 Prepayment” means a Series 2019-1 Class A-2 Prepayment, a prepayment in respect of the Series 2019-1 Class A-1 Notes or any other prepayment in respect of the Series 2019-1 Notes pursuant to Section 3.06(e), (f) and (k).
“Series 2019-1 Prepayment Amount” means the aggregate principal amount of the applicable Class(es) or Tranche(s) of Notes to be prepaid on any Series 2019-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.
“Series 2019-1 Prepayment Date” means the date on which any prepayment on the Series 2019-1 Class A-1 Notes or the Series 2019-1 Class A-2 Notes is made pursuant to Section 3.06(d)(i), Section 3.06(d)(ii), Section 3.06(f) or Section 3.06(j) of this Series Supplement, which shall be, with respect to any Series 2019-1 Prepayment pursuant to Section 3.06(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2019-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.
“Series 2019-1 Second Extension Election” has the meaning set forth in Section 3.06(b)(ii) of the Series 2019-1 Supplement.
“Series 2019-1 Securities Intermediary” has the meaning set forth in Section 3.09(a) of the Series 2019-1 Supplement.
“Series 2019-1 Senior Notes” means, collectively, the Series 2019-1 Class A-1 Notes and the Series 2019-1 Class A-2 Notes.
“Series 2019-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that each of the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1), the Class A-1 Weekly Interest Adjustment Amount and the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for each applicable Weekly Allocation Date were equal to zero) net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to the related Interest Accrual Period. While not otherwise used herein, for purposes of the Base Indenture, the Series 2019-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.
“Series 2019-1 Supplement” means the Series 2019-1 Supplement, dated as of the Series 2019-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2019-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.
“Series 2019-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2019-1 Supplement.
“STAMP” has the meaning set forth in Section 4.03(a) of the Series 2019-1 Supplement.
“Subfacility Decrease” has the meaning set forth in Section 2.02(d) of the Series 2019-1 Supplement.
“Subfacility Increase” has the meaning set forth in Section 2.01(b) of the Series 2019-1 Supplement.
“Swingline Commitment” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Swingline Lender” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Temporary Regulation S Global Notes” has the meaning set forth in Section 4.02(b) of the Series 2019-1 Supplement.
“Tranche” means (i) the Series 2019-1 Class A-2-I Notes, (ii) the Series 2019-1 Class A-2-II Notes and (iii) the Series 2019-1 Class A-2-III Notes, each of which is hereby designated as a “Tranche” of the Series 2019-1 Class A-2 Notes for purposes of the Base Indenture.
“Undrawn Commitment Fees” has the meaning set forth in Section 3.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Undrawn L/C Face Amounts” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“Unreimbursed L/C Drawings” has the meaning set forth in Section 1.02 of the Series 2019-1 Class A-1 Note Purchase Agreement.
“U.S. Person” has the meaning set forth in Section 4.02 of the Series 2019-1 Supplement.
“Voluntary Decrease” has the meaning set forth in Section 2.02(b) of the Series 2019-1 Supplement.
“Weekly Allocation Percentage” means with respect to any Weekly Collection Period, the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period within a Quarterly Fiscal Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent Interest Account, as applicable, for such Weekly Collection Period.
