UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 4, 2021
| Ford Credit Floorplan Master Owner Trust A |
(Exact Name of Issuing Entity as Specified in Charter)
Commission File Number: 333-227766
Central Index Key Number: 0001159408
| Ford Credit Floorplan LLC and Ford Credit Floorplan Corporation |
(Exact Name of Registrants/Depositors as Specified in Charter)
Commission File Numbers: 333-227766-01 and 333-227766-02
Central Index Key Numbers: 0001061198 and 0000872471
| Ford Motor Credit Company LLC |
(Exact Name of Sponsor as Specified in Charter)
Central Index Key Number: 0000038009
| Delaware |
(State or Other Jurisdiction of Incorporation of the Registrants)
| 38-3372243 and 38-2973806 |
(IRS Employer Identification No. of the Registrants)
| c/o Ford Motor Company – Ford Credit SPE Management Office | ||
| World Headquarters, Suite 802 | ||
| One American Road | ||
| Dearborn, Michigan | 48126 | |
| (Address of Principal Executive Offices of the Registrants) | (Zip Code) |
Registrants' telephone number, including area code: 313-594-3495
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
| Item 1.01 | Entry into a Material Definitive Agreement |
Ford Credit Floorplan Master Owner Trust A, as issuer (the "Trust") has entered into Omnibus Amendment No. 2 to Indenture Supplements (Series 2015-3, Series 2016-2, Series 2017-3, Series 2018-2, Series 2018-3, Series 2018-4, Series 2019-1, Series 2019-2, Series 2019-3, Series 2019-4, Series 2020-1 and Series 2020-2), dated as of August 4, 2021 (the "Omnibus Amendment"), with The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), in order to amend each Indenture Supplement listed in Exhibit A thereto (each, an "Indenture Supplement" and collectively, the "Indenture Supplements"), each supplemental to the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the "Indenture"), between the Issuer and the Indenture Trustee. The Omnibus Amendment (a) amends the Amortization Event relating to amounts on deposit in the Excess Funding Account in each applicable Indenture Supplement by increasing the applicable percentage from 30% to 70% of the sum of the Adjusted Invested Amounts of all Series and (b) adds provisions in each applicable Indenture Supplement making certain Available Investor Principal Collections available to make payments of interest and fees if the amount in the Excess Funding Account exceeds 30% of the sum of the Adjusted Invested Amounts of all Series.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.16 | Omnibus Amendment No. 2 to Indenture Supplements, dated as of August 4, 2021, between the Trust and the Indenture Trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their respective behalves by the undersigned hereunto duly authorized.
| FORD CREDIT FLOORPLAN CORPORATION | |||
| By: | /s/ Nathan Herbert | ||
| Name: | Nathan Herbert | ||
| Title: | Assistant Secretary | ||
| FORD CREDIT FLOORPLAN LLC | |||
| By: | /s/ Nathan Herbert | ||
| Name: | Nathan Herbert | ||
| Title: | Assistant Secretary | ||
Dated: August 4, 2021
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Exhibit 10.16
Execution Version
Omnibus Amendment No. 2
to Indenture Supplements
(Series 2015-3, Series 2016-2, Series 2017-3, Series 2018-2, Series 2018-3, Series 2018-4,
Series 2019-1, Series 2019-2, Series 2019-3,
Series 2019-4, Series 2020-1 and Series 2020-2)
This Omnibus Amendment No. 2, dated as of August 4, 2021 (this "Amendment"), amends each Indenture Supplement listed in Exhibit A (each, an "Indenture Supplement" and collectively, the "Indenture Supplements"), each supplemental to the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the "Indenture"), between Ford Credit Floorplan Master Owner Trust A, as issuer (the "Issuer") and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"). Capitalized terms used but not defined in this Amendment have the meanings given in or by reference in the related Indenture Supplement.
Section 1 Amendments. In accordance with Section 9.1(b) of the Indenture, the parties to this Amendment agree to amend each Indenture Supplement as follows:
(i) Adding the clause for such Indenture Supplement included in Exhibit A to this Amendment as Section 4.2(c)(iv) and updating the numerical order of each following clause in Section 4.2(c) as applicable.
(ii) Deleting Section 6.1(g) in each Indenture Supplement in its entirety and replacing it with the section for such Indenture Supplement included in Exhibit B to this Amendment.
(iii) Amending the definition of "Available Investor Interest Collections" in Annex A to each Indenture Supplement by deleting such definition in its entirety and replacing it with the definition for such Indenture Supplement included in Exhibit C to this Amendment.
(iv) Adding the definition of "Excess Funding Period" included for such Indenture Supplement in Exhibit D to this Amendment to Annex A to each Indenture Supplement in the appropriate alphabetical order.
(v) Deleting Item 10 in Section XI of the Trust Summary in Exhibit B Form of Monthly Investor Report in each Indenture Supplement in its entirety and replacing it with the section for such Indenture Supplement included in Exhibit E to this Amendment.
(vi) Deleting Item 10 in Section XII of the Trust Summary in Exhibit B Form of Monthly Investor Report in each Indenture Supplement in its entirety and replacing it with the section for such Indenture Supplement included in Exhibit F to this Amendment.
Section 2 Incorporation of Amendments. Upon the effectiveness of this Amendment, each reference in an Indenture Supplement to "this Indenture Supplement," "hereunder," "hereof," "herein," "hereby" or words of like import shall mean and be a reference to such Indenture Supplement as amended hereby, and each reference to an Indenture Supplement in any other document, instrument and agreement executed or delivered in connection with such Indenture Supplement will mean and be a reference to such Indenture Supplement as amended by this Amendment.
Section 3 Confirmation. Except as specifically amended hereby, each Indenture Supplement and each other document, instrument and agreement executed or delivered in connection with such Indenture Supplement will remain in full force and effect and is ratified and confirmed.
Section 4 The Indenture Trustee. The Indenture Trustee will not be responsible in any manner for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained in this Amendment, all of which recitals are made solely by the Issuer.
Section 5 The Owner Trustee. The Owner Trustee will not be responsible in any manner for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained in this Amendment, all of which recitals are made solely by the Issuer.
Section 6 Counterparts. This Amendment may be executed in any number of counterparts. Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.
Section 7 GOVERNING LAW. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
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| EXECUTED BY: | ||
| FORD CREDIT FLOORPLAN MASTER OWNER | ||
| TRUST A | ||
| By: | U.S. BANK TRUST NATIONAL | |
| ASSOCIATION, not in its individual capacity, | ||
| but solely as Owner Trustee | ||
| By: | /s/ April E. Lancsak | |
| Name: | April E. Lancsak | ||
| Title: | Vice President | ||
| THE BANK OF NEW YORK MELLON, not in its | |||
| individual capacity, but solely as Indenture | |||
| Trustee | |||
| By: | /s/ Rita Duggan | ||
| Name: | Rita Duggan | ||
| Title: | Vice President |
[Signature Page to Omnibus Amendment No. 2 to Indenture Supplements]
Exhibit A
| Indenture Supplement | Amended Section 4.2(c)(iv) |
| Series 2015-3 Indenture Supplement, dated as of June 1, 2015, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Section 4.2(a)(i) through (a)(iii) in that order; |
| Series 2016-2 Indenture Supplement, dated as of March 1, 2016, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Section 4.2(a)(i) through (a)(iii) in that order; |
| Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2019-2 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
Exhibit A-1
| Series 2019-3 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2019-4 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2020-1 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
| Series 2020-2 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | (iv) on any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (a)(vi) in that order; |
Exhibit A-2
Exhibit B
| Indenture Supplement | Amended Section 6.1(g) |
| Series 2015-3 Indenture Supplement, dated as of June 1, 2015, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2016-2 Indenture Supplement, dated as of March 1, 2016, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2019-2 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
Exhibit B-1
| Series 2019-3 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2019-4 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2020-1 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
| Series 2020-2 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | (g) Excess Funding Account. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or |
Exhibit B-2
Exhibit C
| Indenture Supplement | "Available Investor Interest Collections" Definition |
| Series 2015-3 Indenture Supplement, dated as of June 1, 2015, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for any Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2015-3 Accounts for the related Collection Period, plus (c) the Series 2015-3 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2015-3 Accumulation Period Reserve Account under Section 4.7(c)(iii), all remaining amounts in the Series 2015-3 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2016-2 Indenture Supplement, dated as of March 1, 2016, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2016-2 Accounts for the related Collection Period, plus (c) the Series 2016-2 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2016-2 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2016-2 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2017-3 Accounts for the related Collection Period, plus (c) the Series 2017-3 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2017-3 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2017-3 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
Exhibit C-1
| Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2018-2 Accounts for the related Collection Period, plus (c) the Series 2018-2 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2018-2 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2018-2 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2018-3 Accounts for the related Collection Period, plus (c) the Series 2018-3 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2018-3 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2018-3 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2018-4 Accounts for the related Collection Period, plus (c) the Series 2018-4 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2018-4 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2018-4 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
Exhibit C-2
| Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2019-1 Accounts for the related Collection Period, plus (c) the Series 2019-1 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2019-1 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2019-1 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2019-2 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2019-2 Accounts for the related Collection Period, plus (c) the Series 2019-2 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2019-2 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2019-2 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2019-3 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2019-3 Accounts for the related Collection Period, plus (c) the Series 2019-3 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2019-3 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2019-3 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
Exhibit C-3
| Series 2019-4 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2019-4 Accounts for the related Collection Period, plus (c) the Series 2019-4 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2019-4 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2019-4 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2020-1 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2020-1 Accounts for the related Collection Period, plus (c) the Series 2020-1 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2020-1 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2020-1 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
| Series 2020-2 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | "Available Investor Interest Collections" means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 2020-2 Accounts for the related Collection Period, plus (c) the Series 2020-2 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2020-2 Accumulation Period Reserve Account under Section 4.10(c) of the Indenture Supplement, all remaining amounts in the Series 2020-2 Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date, plus (f) any Available Investor Principal Collections treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement. |
Exhibit C-4
Exhibit D
| Indenture Supplement | "Excess Funding Period" Definition |
| Series 2015-3 Indenture Supplement, dated as of June 1, 2015, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2016-2 Indenture Supplement, dated as of March 1, 2016, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
Exhibit D-1
| Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2019-2 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2019-3 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
Exhibit D-2
| Series 2019-4 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2020-1 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
| Series 2020-2 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | "Excess Funding Period" means the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30% of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related Payment Date. |
Exhibit D-3
Exhibit E
| Indenture Supplement | Amended Item 10 in Section XI of the Trust Summary in Exhibit B Form of Monthly Investor Report |
| Series 2015-3 Indenture Supplement, dated as of June 1, 2015, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2016-2 Indenture Supplement, dated as of March 1, 2016, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2017-3 Indenture Supplement, dated as of October 1, 2017, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2018-2 Indenture Supplement, dated as of March 1, 2018, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2018-3 Indenture Supplement, dated as of November 1, 2018, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2018-4 Indenture Supplement, dated as of December 1, 2018, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
Exhibit E-1
Exhibit F
| Indenture Supplement | Amended Item 10 in Section XII of the Trust Summary in Exhibit B Form of Monthly Investor Report |
| Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2019-2 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2019-3 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2019-4 Indenture Supplement, dated as of September 1, 2019, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2020-1 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
| Series 2020-2 Indenture Supplement, dated as of September 1, 2020, between the Issuer and the Indenture Trustee | Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods |
Exhibit F-1