Delaware | 45-3969432 | 333-233850 | 0001654238 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | (Commission File Number) | (Central Index Key Number) |
EXETER FINANCE LLC |
(Exact name of sponsor as specified in its charter) |
0001541713 |
(Central Index Key Number of sponsor) |
Walter Evans c/o Exeter Finance LLC 2101 W. John Carpenter Freeway Irving, Texas 75063 (214) 572-8256 | Reed D. Auerbach, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per unit(1) | Proposed maximum aggregate offering price(1) | Amount of registration fee(1) |
Asset-Backed Notes | (2) | (2) | (2) | (2) |
Holding Trust Certificates(3) | (4) | (4) | (4) | (4) |
(1) | Calculated in accordance with Rule 457(s) of the Securities Act of 1933. |
(2) | An unspecified amount of securities of each identified class is being registered as may from time to time be offered at unspecified prices. The registrant is deferring payment of all of the registration fees for any such securities in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933. |
(3) | The Holding Trust Certificate issued by each holding trust will represents a 100% equity interest in the assets of that holding trust, which will be a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles. The Holding Trust Certificate will be transferred to the related issuing entity on the date that the related asset backed notes are issued by that issuing entity and will not be offered to any investors under any prospectus. |
(4) | Not applicable. |
Before you purchase any notes, be sure you understand the structure and the risks. You should carefully review the risk factors beginning on page [_] of this prospectus. The notes are asset-backed securities issued by the issuing entity and will be paid only from the assets of the issuing entity, including related credit enhancement. The notes represent the obligations of the issuing entity only and do not represent the obligations of or interests in Exeter Finance LLC, EFCAR, LLC or any of their affiliates. Neither the notes nor the automobile loan contracts will be insured or guaranteed by any governmental agency or instrumentality. | The issuing entity will issue - · [seven] classes of notes that are offered by this prospectus[; and · [[one] class of subordinated notes that is not offered by this prospectus. These subordinated notes [are anticipated to be privately placed primarily with institutional investors][will initially be retained by the depositor or an affiliate of the depositor]]. The notes - · are backed by a pledge of assets of the issuing entity and the holding trust. The assets of the issuing entity securing the notes will consist primarily of a non-interest bearing certificate representing 100% of the equity interest in the holding trust. The assets of the holding trust will include a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles. These sub-prime automobile loan contracts are contracts made to borrowers who have experienced prior credit difficulties; · receive monthly distributions [of interest and, after the revolving period, of principal] on the [_] day of each month, or, if not a business day, then on the next business day, beginning on [_], 20[_]; and · currently have no trading market. Credit enhancement for the notes offered by this prospectus will consist of - · excess cashflow collected on the pool of automobile loan contracts; · overcollateralization resulting from the excess of the principal amount of the automobile loan contracts over the aggregate principal amount of the notes; · the subordination of each class of notes to those classes senior to it[, including the subordination of the class of notes which is not being offered by this prospectus to each class of notes being offered by this prospectus]; and · a reserve account that can be used to cover payments of timely interest, parity payments and ultimate principal of the notes. | |
[Exeter Automobile Receivables Trust 20[_]-[_] will offer asset-backed notes with an aggregate initial principal amount of $[___] or an aggregate initial principal amount of $[___]. If the aggregate initial principal amount of the publicly offered notes is $[___], the following notes will be offered:] |
Initial Principal Amount(2)* | Interest Rate* | Accrual Method* | Final Scheduled Distribution Date(3) | |||||
Class A-1 Notes[(4)] | $[___] | [[_]%] | [30/360] | [___] | ||||
Class A-2[-A] Notes[(4)]** | } | $[___][(5)] (aggregate) | [[_]%] | [30/360] | [___] | |||
[Class A-2-B Notes] [(4)]** | [One-month LIBOR [+][-] [_]%(6)] | [Actual/360] | [___] |
Class A-3 Notes[(4)] | $[___] | [[_]%] | [30/360] | [___] | ||
Class B Notes[(4)] | $[___] | [[_]%] | [30/360] | [___] | ||
Class C Notes[(4)] | $[___] | [[_]%] | [30/360] | [___] | ||
Class D Notes[(4)] | $[___] | [[_]%] | [30/360] | [___] | ||
Total | $[___] | |||||
Price to Public[(7)] | Underwriting Discounts and Commissions | Proceeds to Depositor(8) | ||||
Class A-1 Notes | $[___] | [_]% | [___] | |||
Class A-2[-A] Notes | $[___] | [_]% | [___] | |||
[Class A-2-B Notes] | $[___] | [_]% | [___] | |||
Class A-3 Notes | $[___] | [_]% | [___] | |||
Class B Notes | $[___] | [_]% | [___] | |||
Class C Notes | $[___] | [_]% | [___] | |||
Class D Notes | $[___] | [_]% | [___] | |||
Total | $[___] |
Joint Bookrunners | |
[____] | [____] |
Co-Managers | |
[____] | [____] |
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Asset-Backed Notes | $[____] | 100% | $[____] | $[___] |
20[_]-[_] Holding Trust Certificate(1) | (2) | (2) | (2) | (2) |
Summary | 6 |
Risk Factors | 22 |
Use of Proceeds | 52 |
The Sponsor, the Servicer and the Custodian | 52 |
The Depositor | 54 |
[The Seller[s] | 55 |
[The Backup Servicer | 55 |
The Holding Trust | 56 |
The Issuing Entity | 57 |
The Owner Trustee | 60 |
The Indenture Trustee | 61 |
The Asset Representations Reviewer | 61 |
[The Hedge Counterparty] | 62 |
[Originator[s]] | 63 |
Exeter’s Automobile Financing Program | 63 |
Exeter’s Securitization Program | 68 |
Exeter’s Static Pool Information | 68 |
The Trust Property and the Holding Trust Property | 69 |
Depositor Review of Automobile Loan Contracts | 70 |
The Automobile Loan Contracts | 71 |
Yield and Prepayment Considerations | 99 |
Description of the Notes | 113 |
Description of the Transaction Documents | 123 |
U.S. Tax Matters | 158 |
State and Local Tax Consequences | 166 |
ERISA Considerations | 166 |
Legal Proceedings | 168 |
Certain Relationships and Related Transactions | 169 |
Volcker Rule Considerations | 169 |
U.S. Credit Risk Retention | 169 |
[European Securitization Rules | 173 |
Underwriting | 174 |
Legal Opinions | 177 |
Incorporation by Reference | 177 |
Financial Information | 177 |
Glossary | 178 |
Annex A | A-1 |
Annex B Clearance, Settlement and Tax Documentation Procedures | B-1 |
· | You should rely only on information provided or referenced in this prospectus. We have not authorized anyone to provide you with different information. |
· | We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The table of contents on the previous page provides the pages on which these captions are located. |
(1) | This chart provides only a simplified overview of the relationships between the key parties to the transaction. Refer to this prospectus for a further description of the relationships between the key parties. |
[(2) | The Class E Notes are not being offered hereby.] |
(3) | The Certificates, which will represent equity interests in the issuing entity, are not being offered hereby. |
(4) | The Holding Trust Certificate, which will represent 100% of the equity interest in the holding trust, is not being offered hereby. |
· | This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of the notes, read carefully this entire prospectus. |
· | This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this prospectus. |
· | There are material risks associated with an investment in the notes. You should read the section entitled “Risk Factors” on page [_]of this prospectus and consider the risk factors described in that section before making a decision to invest in the notes. |
Class | Initial Principal Amount(1) | Interest Rate | Final Scheduled Distribution Date(2) | ||||
A-1 | $[_] | ___% | [___] | ||||
A-2[-A] | } | $[_](3) (aggregate) | [One-month LIBOR + [_]%(4)] | [___] | |||
[A-2-B] | ___% | [___] | |||||
A-3 | $[_] | ___% | [___] | ||||
B | $[_] | ___% | [___] | ||||
C | $[_] | ___% | [___] | ||||
D | $[_] | ___% | [___] |
Class | Initial Principal Amount(1) | Interest Rate | Final Scheduled Distribution Date(2) | ||||
E | $[_] | ___% | [___] |
· | [___], 20[_] for the interest period from the closing date to the first distribution date; and |
· | for each interest period thereafter, the second London business day prior to the distribution date on which such interest period begins.] |
· | The distribution date will be the [__] day of each month, subject to the business day rule set forth below, commencing on [_], 20[_]. |
· | Business day rule: |
· | Record dates: |
· | Collection periods: |
· | Final scheduled distribution date: |
1. | [if the hedge agreement is a swap agreement, to the hedge counterparty, net payments (excluding swap termination payments), if any, then due to it under the interest rate swap transaction;] |
2. | to the servicer, the servicing fee for the related calendar month, any supplemental servicing fees for the related calendar month, any reimbursements for mistaken deposits and other related amounts and certain other amounts due on the automobile loan contracts that the servicer is entitled to retain; to Exeter, amounts paid by obligors during the related calendar month but not related to interest, principal or extension fees due on the automobile loan contracts; and to any successor servicer, transition fees not to exceed the cap specified in the sale and servicing agreement; |
3. | to the indenture trustee, the custodian, the owner trustee[,][and] the asset representations reviewer [and the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed)], any accrued and unpaid fees, expenses and indemnities then due to each of them (to the extent Exeter has not previously paid those fees, expenses and indemnities), in each case subject to a maximum annual limit specified in the sale and servicing agreement; |
4. | [pari passu, (a)] to pay interest due on the Class A Notes; [and (b) if the hedge agreement is a swap agreement, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)]; |
5. | [after the revolving period,] to pay principal to the extent necessary to reduce the principal amount of the Class A Notes to the pool balance, which amount will be paid out as described below under “Principal”; |
6. | to pay the remaining principal amount of the Class A Notes on its final scheduled distribution date; |
7. | to pay interest due on the Class B Notes; |
8. | [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 5 and 6 above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the pool balance, which amount will be paid out as described below under “Principal”; |
9. | to pay the remaining principal amount of the Class B Notes on its final scheduled distribution date; |
10. | to pay interest due on the Class C Notes; |
11. | [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 5, 6, 8 and 9 above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the pool balance, which amount will be paid out as described below under “Principal;” |
12. | to pay the remaining principal amount of the Class C Notes on its final scheduled distribution date; |
13. | to pay interest due on the Class D Notes; |
14. | [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 5, 6, 8, 9, 11 and 12 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the pool balance, which amount will be paid out as described below under “Principal”; |
15. | to pay the remaining principal amount of the Class D Notes on its final scheduled distribution date; |
16. | [to pay interest due on the Class E Notes;] |
17. | [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 5, 6, 8, 9, 11, 12, 14 and 15 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and the Class E Notes to the pool balance, which amount will be paid out as described below under “Principal”; |
18. | [to pay the remaining principal amount of the Class E Notes on its final scheduled distribution date;] |
19. | to the reserve account, the amount necessary to cause the amount deposited therein to equal the specified reserve account amount; |
20. | to pay principal to achieve the specified amount of overcollateralization, which amount will be paid out as described below under “Principal”; |
22. | [[if the hedge agreement is a swap agreement, to the hedge counterparty, any unpaid swap termination payments;] and |
23. | to pay all remaining amounts to the certificateholders. |
· | Principal of the notes will be payable on each distribution date [after the end of the revolving period]: |
(1) | as necessary to prevent undercollateralization or to cause the remaining principal amount of a class of notes to be repaid on its final scheduled distribution date, and |
(2) | as necessary to build or maintain overcollateralization at its required amount. |
- | first, the Class A-1 Notes will amortize, until they are paid in full; |
- | once the Class A-1 Notes are paid in full, the Class A-2 Notes will begin to amortize, until they are paid in full; |
- | once the Class A-2 Notes are paid in full, the Class A-3 Notes will begin to amortize, until they are paid in full; |
- | once the Class A-3 Notes are paid in full, the Class B Notes will begin to amortize, until they are paid in full; |
- | once the Class B Notes are paid in full, the Class C Notes will begin to amortize, until they are paid in full; |
- | once the Class C Notes are paid in full, the Class D Notes will begin to amortize, until they are paid in full; and |
- | once the Class D Notes are paid in full, the Class E Notes will begin to amortize, until they are paid in full. |
· | Because the notes are “sequential pay,” if due to losses, insufficient liquidation proceeds or otherwise, the holding trust property and the trust property, in the aggregate, prove to be insufficient to repay the principal of the notes in full, it is possible that certain earlier maturing classes of notes will be paid in full and that the losses will be fully borne by the later maturing classes of notes. In that case, losses would be borne in reverse order of payment priority (i.e. beginning with the most junior class then outstanding). |
· | a pool consisting of primarily sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles; |
· | collections on the automobile loan contracts received after the initial cutoff date [or, in the case of subsequent automobile loan contracts, after the related subsequent cutoff date]; |
· | the security interests in the automobiles securing the automobile loan contracts; |
· | the automobile loan contract files; |
· | an assignment of all rights to receive proceeds from claims on insurance policies covering the automobiles or the obligors; |
· | an assignment of all rights to proceeds from liquidating the automobile loan contracts; |
· | any proceeds from any automobile loan contract repurchased by a dealer pursuant to an agreement between Exeter and such dealer as a result of a breach of representation or warranty in such agreement; |
· | all rights under any service contracts on the financed vehicles; |
· | other rights under the transaction documents; and |
· | all proceeds from the items described above. |
· | the holding trust certificate; |
· | all distributions on or in respect of the holding trust certificate and any other rights granted to the holder of the holding trust certificate; |
· | amounts held in the collection account, [the lockbox account,] the note distribution account[, the prefunding account][, the revolving account] and the reserve account; |
· | other rights under the transaction documents; and |
· | all proceeds from the items described above. |
· | The automobile loan contracts consist of motor vehicle retail installment sale contracts originated by dealers for assignment to Exeter. The automobile loan contracts were originated in accordance with Exeter’s credit policies. The automobile loan contracts are contracts made primarily to borrowers who have experienced prior credit difficulties. |
· | The depositor will purchase [all][a portion] of the automobile loan contracts directly from Exeter. [The depositor will purchase the remainder of the automobile loan contracts from the seller[s], which will purchase such automobile loan contracts from its affiliate, which previously purchased such automobile loan contracts from Exeter.] |
· | [From time to time on distribution dates during the revolving period, collections on the automobile loan contracts that have been deposited to the revolving account pursuant to the priority of payments set forth under “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus will be used to purchase subsequent automobile loan contracts.] |
· | Upon discovery of a breach by the depositor of any of the eligibility representations and warranties with respect to the automobile loan contracts under the sale and servicing agreement in which the interests of any noteholder are materially and adversely affected by the breach, the depositor shall have the obligation to repurchase from the holding trust any related automobile loan contract affected by the breach, unless such breach has been cured in all material respects. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in the affected automobile loan contract if such breach has not affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract. |
warranties with respect to the automobile loan contracts under the sale agreement[s] in which the interests of any noteholder are materially and adversely affected by the breach, [Exeter][[the][each] third party loan seller] shall have the obligation to repurchase from the depositor any related automobile loan contract affected by the breach, unless such breach has been cured in all material respects. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in the affected automobile loan contract if such breach has not affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract.] |
· | Exeter will sell [all][certain] of the automobile loan contracts to the depositor pursuant to the purchase agreement. Exeter will make representations and warranties with respect to those automobile loan contracts sold to the depositor under the purchase agreement. Upon the discovery of a breach by Exeter of any of the eligibility representations and warranties with respect to the automobile loan contracts under the purchase agreement or sale agreement[s] in which the interests of any noteholder are materially and adversely affected by the breach, or of any other event which requires the repurchase of an automobile loan contract by the depositor under the sale and servicing agreement, Exeter shall have the obligation to repurchase from the depositor any related automobile loan contract affected by the breach, unless such breach has been cured in all material respects. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in the affected automobile loan contract if such breach has not affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract. |
· | Upon discovery of a breach by Exeter, as servicer, of certain covenants with respect to the automobile loan contracts under the sale and servicing agreement in which the interests of any noteholder are materially and adversely affected by the breach, Exeter shall have the obligation to purchase from the holding trust any related automobile loan contract affected by the breach, unless such breach has been cured in all material respects. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in the affected automobile loan contract if such breach has not |
affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract. |
· | a delinquency trigger is reached, and |
· | the required percentage of noteholders vote to direct the review. |
· | For so long as Exeter [or the backup servicer] is the servicer: |
- | A servicing fee, equal to [_]% times the aggregate principal balance of the automobile loan contracts as of the beginning of the calendar month preceding the calendar month in which the distribution date occurs times one‑twelfth; and |
- | A supplemental servicing fee, equal to all administrative fees, expenses and charges paid by or on behalf of obligors, including late fees, prepayment fees and liquidation |
fees collected on the automobile loan contracts during the preceding calendar month (but excluding any fees or expenses related to extensions). |
· | If any entity other than Exeter [or the backup servicer] becomes the servicer, the servicing fee may be adjusted as agreed upon by the majority noteholders of the most senior class outstanding and the successor servicer as set forth in the sale and servicing agreement. |
· | The pool information in this prospectus is based on the automobile loan contracts in the pool as of the [statistical calculation date][[initial] cutoff date], which is [_], 20[_]. [The statistical distribution of the characteristics of the [initial] automobile loan contract pool as of the [initial] cutoff date, which is [_], 20[_], will vary somewhat from the statistical distribution of those characteristics as of the statistical calculation date, although the sponsor and the depositor do not expect that the variance will be material.] |
· | As of the [statistical calculation date][[initial] cutoff date], if the aggregate initial principal amount of the notes is $[___], the automobile loan contracts in the pool had: |
- | an aggregate principal balance of $[_]; |
- | a weighted average annual percentage rate of approximately [_]%; |
- | a weighted average original term to maturity of approximately [_] months; |
- | a weighted average remaining term to maturity of approximately [_] months; |
- | an individual remaining term to maturity of not more than [_] months and not less than [_] months; and |
- | a weighted average proprietary credit score of [_] and a weighted average non-zero credit bureau score of [_]. |
· | As of the [statistical calculation date][[initial] cutoff date], if the aggregate initial principal amount of the notes is $[___], the automobile loan contracts in the pool had: |
- | an aggregate principal balance of $[_]; |
- | a weighted average annual percentage rate of approximately [_]%; |
- | a weighted average original term to maturity of approximately [_] months; |
- | a weighted average remaining term to maturity of approximately [_] months; |
- | an individual remaining term to maturity of not more than [_] months and not less than [_] months; and |
- | a weighted average proprietary credit score of [_] and a weighted average non-zero credit bureau score of [_]. |
· | [As of the [initial] cutoff date, [if the aggregate initial principal amount of the publicly offered notes is $[_],] up to [_]% of the automobile loan contracts may have a scheduled payment that is between and days past due.] |
· | [As of the [initial] cutoff date, [if the aggregate initial principal amount of the publicly offered notes is $[_],] up to [_]% of the automobile loan contracts may have a scheduled payment that is between and days past due.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] have been delinquent between 31 and 60 days once; and [_]% of [the]/[that] automobile loan contracts in the pool have been delinquent between 61 and 90 days once.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] have been delinquent between 31 and 60 days once; and [_]% of [the]/[that] automobile loan contracts in the pool have been delinquent between 61 and 90 days once.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] have received one or more monthly payment extensions.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] |
have received one or more monthly payment extensions.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] have had their original terms modified.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]], have had their original terms modified.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] are automobile loan contracts that were previously pledged as collateral in securitizations arranged by the sponsor that were repurchased in connection with a “clean-up call” of the related securitization.] |
· | [As of [the statistical calculation date]/[the [initial] cutoff date], [_]% of the automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] are automobile loan contracts that were previously pledged as collateral in securitizations arranged by the sponsor that were repurchased in connection with a “clean-up call” of the related securitization.] |
· | [Insert data regarding the number of automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] that are outside of the sponsor’s underwriting guidelines and a description of the nature of how these automobile loan contracts differ, to the extent applicable and material.] |
· | [Insert data regarding the number of automobile loan contracts in the pool [relating to the publicly offered notes if the aggregate initial principal amount of the publicly offered notes is $[_]] that are outside of the sponsor’s underwriting guidelines and a description of the nature of how these automobile loan contracts differ, to the extent applicable and material.] |
contracts purchased with amounts on deposit in the pre-funding account are described under “The Automobile Loan Contracts— Eligibility Criteria for Subsequent Automobile Loan Contracts.”
Approximately $[__] of the proceeds from the sale of the notes will be deposited into a capitalized interest account. Amounts will be released from the capitalized interest account on the first distribution date and on each distribution date thereafter, until the distribution date immediately following the last day of the pre-funding period, and will be used by the issuing entity as an additional source of funds to make payments on those distribution dates. The amount that will be released from the capitalized interest account on each of these distribution dates is described under “Description of the Transaction Documents—Accounts.”]
Credit Enhancement
Credit enhancement for the notes will consist of excess cashflow, overcollateralization, subordination and a reserve account. [NOTE: The following description of the available credit enhancement for the notes is for illustrative purposes only. In any transaction, all or only some of the following types of credit enhancement may be applicable to the notes offered thereby and will be described in the related prospectus.]
If available funds together with amounts available under any credit enhancement are insufficient to make required payments of principal of the notes, it is possible that the most senior class of notes outstanding will be paid in full and that the losses will be fully borne in reverse order of payment priority (i.e. starting with the most junior class then outstanding). In addition, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes will only receive principal payments after each class of notes senior to that class of notes has been paid in full, exposing those noteholders to losses.
Excess Cashflow
It is anticipated that more interest will be paid by the obligors on the automobile loan contracts each month than is necessary to pay the interest earned on the notes each month and the issuing entity’s monthly fees and expenses (including fees paid to the servicer, [backup servicer,] indenture trustee, custodian, asset representations reviewer and owner trustee), resulting in excess cashflow. In any month, excess cashflow, if any, will be available to maintain the reserve account at its target amount, to make principal payments on the notes to build and maintain a target level of overcollateralization[, during the revolving period, to purchase subsequent automobile loan contracts so as to build and maintain a target level of overcollateralization and, after the revolving period], [and] to make principal· | first, by the holders of the Class E Notes, to the extent amounts are due to them; |
· | second, by the holders of the Class D Notes, to the extent amounts are due to them; |
· | third, by the holders of the Class C Notes, to the extent amounts are due to them; |
· | fourth, by the holders of the Class B Notes, to the extent amounts are due to them; and |
· | fifth, by the holders of the Class A Notes, to the extent amounts are due to them. |
· | default in the payment of any interest when it becomes due and payable on (i) any Class A Notes, (ii) if no Class A Notes are outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, the Class D Notes or (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, the Class E Notes (which default, in each case, remains uncured for five days); provided, however, that if such payment default shall have been caused by a Force Majeure Event (as defined in the Glossary), the five day cure period shall be extended for an additional 60 calendar days; |
· | default in the payment of the principal of any note on its final scheduled distribution date; provided, however, that if such payment default shall have been caused by a Force Majeure Event, such default shall not constitute an “event of default” for an additional 60 calendar days; |
· | certain breaches of representations, warranties and covenants by the issuing entity (subject to any applicable cure period); provided, however, that if such breach shall have been caused by a Force Majeure Event, the applicable cure period shall be extended for an additional 60 calendar days; and |
· | certain events of bankruptcy relating to the issuing entity or the issuing entity’s property (subject to any applicable cure period). |
1. | to the servicer, [the hedge counterparty,] the custodian, the owner trustee, the indenture trustee, the asset representations reviewer [and the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed)], certain amounts due and owing to such entities, pursuant to the priorities in clauses 1, 2 and 3, and without regard to the caps set forth in clauses 2 and 3, under “—Payments,” above; |
2. | [pari passu, (a)] to the Class A noteholders, for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority [and (b) if applicable, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)]; |
3. | to the Class A noteholders, for amounts due and unpaid on the notes for principal, first, to the noteholders of the Class A-1 Notes until they are paid off and, second, to the noteholders of the Class A-2 Notes and the Class A-3 Notes, ratably, without preference or priority, until they are paid in full; |
4. | to the Class B noteholders, for amounts due and unpaid on the notes for interest; |
5. | to the Class B noteholders, for amounts due and unpaid on the notes for principal, until the Class B Notes are paid in full; |
6. | to the Class C noteholders, for amounts due and unpaid on the notes for interest; |
7. | to the Class C noteholders, for amounts due and unpaid on the notes for principal, until the Class C Notes are paid in full; |
8. | to the Class D noteholders, for amounts due and unpaid on the notes for interest; |
9. | to the Class D noteholders, for amounts due and unpaid on the notes for principal, until the Class D Notes are paid in full; |
10. | to the Class E noteholders, for amounts due and unpaid on the notes for interest; |
11. | to the Class E noteholders, for amounts due and unpaid on the notes for principal, until the Class E Notes are paid in full; |
12. | [to the hedge counterparty, any unpaid swap termination payments;] and |
13. | to pay all remaining amounts to the certificateholders. |
The notes are not suitable investments for all investors, and may not be a suitable investment for you. | The notes are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risks, the tax consequences of an investment in the notes and the interaction of these factors. | |
You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market or other factors. | The notes will not be listed on any securities exchange. A secondary market for your notes may not be available and the underwriters will not be obligated to establish a secondary market in the notes. It is doubtful that a meaningful secondary market for your notes will develop, or that, if one does develop, it will provide you with liquidity of investment or continue for the life of your notes. The liquidity of a trading market, if any, for the notes may also be adversely affected by general declines or disruptions in the credit markets. Such market declines or disruptions could adversely affect the liquidity of and market for the notes independent of the credit performance of the automobile loan contracts. Any period of illiquidity that exists may continue, and even worsen, and may adversely affect the market value of your notes. As a result you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment. | |
Changes in the market value of the notes may not reflect the performance or anticipated performance of the automobile loan contracts. | The market value of the notes may be volatile. Market values can change rapidly and significantly and changes can result from a variety of factors. A decrease in market value may not necessarily be the result of deterioration in the performance or anticipated performance of the automobile loan contracts. For example, changes in prevailing interest rates, perceived risk, supply and demand for similar or other investment products, accounting standards, capital requirements that apply to regulated financial institutions, legal proceedings, governmental intervention and other factors that are not directly related to the automobile loan contracts may adversely and materially affect the market value of the notes. | |
Book-entry registration for the notes may reduce their liquidity | The notes will be issued in book-entry form. Interests in such notes will be required to be held through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme, or Clearstream or Euroclear Bank S.A./NV as operator of the Euroclear System, or Euroclear, in Europe. Transfers of interests in such notes within The Depository Trust Company, Clearstream or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as such notes are in book-entry form, the related noteholders will not be entitled to receive a definitive note representing interests. Such notes will remain in book-entry form except in the limited circumstances described under the caption “Description of the Notes— Definitive Notes” in this prospectus. Unless and until the global notes cease to be held in book-entry form, the related transaction parties will not recognize the related noteholders as |
holders of the related securities. As a result, such noteholders will only be able to exercise the rights as a noteholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream and Euroclear (in Europe) and their participating organizations. Holding the notes in book-entry form could also limit such noteholders ability to pledge or transfer such notes to persons or entities that do not participate in The Depository Trust Company, Clearstream or Euroclear. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase notes for which they cannot obtain physical notes. Interest and principal on such notes will be paid by the indenture trustee, on behalf of the issuing entity, to The Depository Trust Company as the record holder of those notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the indenture trustee, on behalf of the issuing entity, to the accounts of its participants which, in turn, will credit those amounts to such noteholders either directly or indirectly through indirect participants. This process may delay receipt of payments from the indenture trustee, on behalf of the issuing entity. | ||
[Risks associated with unknown aggregate initial principal amount of the notes. | Whether the issuing entity will offer notes with an aggregate initial principal amount of $[___] or $[___] is not expected to be known until the day of pricing. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. The size of a class of notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.] |
We cannot predict the rate at which the notes will amortize. | Your notes may amortize more quickly than expected for a variety of reasons. First, obligors can prepay their automobile loan contracts without penalty. The rate of prepayments may be influenced by a variety of factors, including changes in economic and social conditions. The fact that consumer obligors generally may not sell or transfer their financed vehicles securing the automobile loan contracts without the servicer's consent may also influence the rate of prepayments. Second, under certain circumstances, the depositor and Exeter are obligated to purchase automobile loan contracts as a result of breaches of eligibility representations and warranties. As a result of such breach, the outstanding principal balance of the affected automobile loan contracts would be paid by the depositor and subsequently by Exeter, as applicable, and the automobile loan contracts would be removed from the automobile loan contract pool. Third, the notes contain an overcollateralization feature that could result in accelerated principal payments to noteholders, which would cause faster amortization of the notes than of the automobile loan contract pool. Finally, the servicer or the depositor has the right to purchase the automobile loan contracts remaining in the automobile loan contract pool when the outstanding principal balance of the automobile loan contract pool is [10]% or less of the aggregate principal balance of the automobile loan contract pool as of the cutoff date. If this right is exercised by the servicer or the depositor, you may be paid principal of the notes earlier than you expected. In any of these cases, you may be repaid principal of the notes at a different rate than you expect and you may not be able to reinvest the principal repaid to you at a rate of return that is at least equal to the rate of return on your notes. | |
Your yield to maturity may be reduced by prepayments or slower than expected prepayments. | The pre-tax yield to maturity is uncertain and will depend on a number of factors including the following: · The rate of return of principal is uncertain. The amount of payments of principal of your notes and the time when you receive those payments depends on the amount and times at which obligors make principal payments on the automobile loan contracts. Those principal payments may be regularly scheduled payments or unscheduled payments resulting from prepayments or defaults on the automobile loan contracts. For example, the servicer may engage in marketing practices or promotions, including refinancing, which may indirectly result in faster than expected payments on the automobile loan contracts. In addition, prepayments of principal on the automobile loan contracts may increase when market conditions cause third party lending companies that specialize in sub-prime lending to lower their underwriting standards to give obligors on the automobile loan contracts access to more financing options. · You may be unable to reinvest distributions in comparable investments. Asset-backed notes, like the notes, usually produce a faster return of principal to investors if market interest rates fall below the interest rates on the related automobile loan contracts and produce a slower return of |
principal if market interest rates rise above the interest rates on the related automobile loan contracts. As a result, you are likely to receive a greater amount of money on your notes to reinvest at a time when other investments generally are producing a lower yield than that on your notes, and are likely to receive a lesser amount of money on your notes when other investments generally are producing a higher yield than that on your notes. You will bear the risk that the timing and amount of payments on your notes will prevent you from attaining your desired yield. · An optional redemption of the notes will shorten the life of your investment which may reduce your yield to maturity. If the automobile loan contracts are purchased by the servicer or the depositor upon exercise of a “clean-up call,” the issuing entity will redeem all notes then outstanding and you will receive the remaining principal amount of your notes plus accrued interest through the related distribution date. Following payment to you of the remaining principal amount of your notes, plus accrued interest, your notes will no longer be outstanding and you will not receive the additional interest payments that you would have received had the notes remained outstanding. If you bought your notes at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised. See “Description of the Notes—Optional Redemption” in this prospectus. | ||
Decrement tables are based upon assumptions and models, and therefore, the actual weighted average lives of the notes may differ from the weighted average lives shown in the decrement tables. | The decrement tables appearing under “Yield and Prepayment Considerations” in this prospectus have been prepared on the basis of the modeling assumptions set forth under “Yield and Prepayment Considerations” in this prospectus. The model used in this prospectus for prepayments does not purport to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of automobile loan contracts, including the automobile loan contracts in the pool. It is highly unlikely that the automobile loan contracts will prepay at the rates specified. The prepayment assumptions are for illustrative purposes only. For these reasons, the actual weighted average lives of the notes may differ from the weighted average lives shown in the decrement tables. | |
You may suffer a loss if the final scheduled distribution date of the notes is accelerated. | If a default occurs under the indenture and the final scheduled distribution dates of the outstanding notes are accelerated, the indenture trustee may, under certain circumstances specified in the indenture, sell the automobile loan contracts and prepay those notes in advance of their final scheduled distribution dates. The proceeds from such a sale of the automobile loan contracts may be insufficient to pay the aggregate principal amount of the outstanding notes and accrued interest on those notes in full. If this occurs, you may suffer a loss due to such an acceleration. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity and holding trust to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the outstanding principal amount of the notes to be paid before the related final scheduled payment date will involve the prepayment risks described above. |
The notes are asset-backed debt and the issuing entity and the holding trust have only limited assets, which may not be sufficient to make full payments on your notes. | The sole sources for repayment of the notes are payments on the trust property (which will principally consist a certificate representing the beneficial interest in the holding trust) and the holding trust property (which will principally consist of a pool of sub-prime automobile loan contracts) and amounts (if any) on deposit in the cash accounts held by the indenture trustee [and any amounts payable to the issuing entity by the hedge counterparty]. No noteholder will have recourse for payment of its notes to any assets of any person other than the issuing entity and the holding trust. The notes represent obligations solely of the issuing entity, and no person other than the issuing entity is obligated to make any payments on the notes, provided that the holding trust has pledged the automobile loan contracts to secure the notes. The notes are not insured by any financial guaranty insurance policy. None of any governmental agency or instrumentality, the sponsor, the servicer, the underwriters or any of their respective affiliates will guarantee or insure either the notes or the automobile loan contracts. Consequently, noteholders must generally rely upon the automobile loan contracts owned by the holding trust and collections thereon for the payment of principal of and interest on the notes. Should the notes not be paid in full on a timely basis, noteholders may not look to, or draw upon, any assets of any person other than the issuing entity and the holding trust to satisfy their claims. See “Distributions—Distribution Date Payments” in this prospectus. [The money in the [pre-funding account]/[revolving account] will be used solely to purchase subsequent automobile loan contracts and is not available to cover losses on the automobile loan contracts. [Additionally, the capitalized interest account is designed to cover obligations of the issuing entity relating to that portion of its assets not invested in the automobile loan contracts and is not designed to provide protection against losses on the automobile loan contracts.]] If the issuing entity does not have sufficient assets to pay the full amount due and payable on the notes, then you may suffer a loss without having recourse to anyone else. Furthermore, certain assets of the issuing entity or the holding trust may be released and paid out to other persons, such as service providers, or any other person entitled to payments from the issuing entity or the holding trust prior to making payment on the notes. Those assets will no longer be available to make payments to you. | |
Credit enhancement is limited and may be reduced, and may result in shortfalls on your notes. | The right to receive payments and distributions on the certificates is subordinate to payments and distributions on the notes, the funding requirements of the reserve account and the funding requirements with respect to the target overcollateralization amount. The right to receive payments in respect of principal and interest on the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes is subordinate to the right to receive such payments on the class or classes of notes senior to such class. Protection against loss on the notes is provided by the subordination of the certificates, the Class E Notes, the Class D Notes, the Class C Notes and the Class B Notes, the overcollateralization amount and any amounts held in the reserve account. However, such credit enhancement is limited and may not be sufficient to cover all losses on the automobile loan contracts. Additionally, such credit enhancement could be reduced or eliminated, and in such event, the certificateholders and each class of noteholders would bear the risk of loss on the automobile loan contracts and delays in payment or losses will be suffered by the most junior outstanding class or classes of notes even as payment may be made |
in full to more senior classes. | ||
[Payments on the notes will depend on payments made under the interest rate [swap][cap] agreement. | The issuing entity will enter into an interest rate [swap][cap] agreement because the automobile loan contracts owned by the issuing entity bear interest at fixed rates while the Class A-2-B Notes will bear interest at a floating rate and an additional source of funds may be necessary to ensure that all payments are made on the notes during periods when the floating rate of interest on the Class A-2-B Notes has risen. The issuing entity may use payments made by the hedge counterparty to make required payments on each distribution date. During those periods in which the floating rate payable by the hedge counterparty is substantially greater than the [fixed rates payable by the issuing entity under the interest rate swap agreement][strike rate under the interest rate cap agreement], the issuing entity will be more dependent on receiving payments from the hedge counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the hedge counterparty fails to pay any required payment and collections on the automobile loan contracts and other assets on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes. [During those periods in which the floating rate payable by the hedge counterparty under the interest rate swap agreement is less than the fixed rate payable by the issuing entity under the interest rate swap agreement, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. The issuing entity’s obligation to pay a net swap payment to the hedge counterparty is secured by the trust property. The hedge counterparty’s claim for net swap payments will be higher in priority than all payments on the notes. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the automobile loan contracts and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.] The hedge transactions generally may not be terminated except upon, among other things, failure of either party to the interest rate [swap][cap] agreement to make payments when due, insolvency of either party to the interest rate [swap][cap] agreement, illegality, the exercise of certain rights under the indenture, the issuing entity amends the transaction documents without the consent of the hedge counterparty if such consent is required, or failure of the hedge counterparty to post collateral, assign the interest rate [swap][cap] agreement to an eligible counterparty or take other remedial action if the hedge counterparty’s credit ratings drop below the levels required by the interest rate [swap][cap] agreement. Depending on the timing of and reason for the termination, a termination payment may be due to the issuing entity or to the hedge counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial. If the hedge counterparty fails to make a termination payment owed to the issuing entity under the interest rate [swap][cap] agreement, the issuing entity may not have sufficient funds available to enter into a replacement interest rate [swap][cap] agreement. If this occurs, the amount available to |
pay principal and interest on the notes will be reduced to the extent the interest rate on the Class A-2-B Notes exceeds the fixed rate the issuing entity would have been required to pay the hedge counterparty under the interest rate [swap][cap] agreement. If the interest rate [swap][cap] agreement is terminated and no replacement interest rate [swap][cap] agreement is entered into and collections on the automobile loan contracts and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes, you may experience delays and/or reductions in the interest and principal payments on your notes.] | ||
[The rating of the hedge counterparty may affect the ratings of the notes. | Any rating agencies rating the notes will consider the provisions of the interest rate [swap][cap] agreement and any ratings assigned to the hedge counterparty. A downgrade, suspension or withdrawal of the rating of the debt of the hedge counterparty by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of notes. A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of notes would likely have adverse consequences on their liquidity or market value. To provide some protection against the adverse consequences of a downgrade, the hedge counterparty will be required to take one of the following actions if any rating agency rating its debt reduces its debt ratings below certain levels: · collateralize its obligations under the interest rate [swap][cap] agreement; · assign the interest rate [swap][cap] agreement to another party with a better debt rating; · obtain a replacement interest rate [swap][cap] agreement on substantially the same terms as the interest [swap][cap] agreement; or · establish any other arrangement satisfactory to any rating agencies rating the notes. The interest rate [swap][cap] involves a degree of counterparty credit risk and the issuing entity will be exposed to this risk. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes.] | |
[You may suffer a loss due to the floating interest rate on the Class A-2-B Notes if interest rates rise because the issuing entity will not enter into interest rate hedges. | [The pool of automobile loan contracts provides for level monthly payments and all classes of notes, except the Class A-2-B Notes, will bear interest at a fixed rate. The Class A-2-B Notes will bear interest at a floating rate based on one-month LIBOR plus a spread. Even though the issuing entity will issue the Class A-2-B Notes, it will not enter into any interest rate hedges or other derivatives contracts to mitigate this interest rate risk. The issuing entity will make payments on the Class A-2-B Notes out of amounts received on the pool of automobile loan contracts and not solely from any subset of collections that are dedicated to the Class A-2-B Notes. Therefore, an increase in one-month LIBOR would increase the amount due as interest payments on the Class A-2-B Notes without any corresponding |
increase in the amount of interest due on the automobile loan contracts or any additional source of funds that provide a source of payment for those increased interest payments. If the floating rate payable by the issuing entity increases to the point at which the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amounts received on the pool of automobile contracts, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make these payments, you may experience delays or reductions in the interest and principal payments on your notes.] | ||
[There are risks associated with the unknown allocation of the Class A-2-A Notes and the Class A-2-B Notes. | The allocation of the initial principal amount between the Class A-2-A Notes and the Class A-2-B Notes may not be known until the time of pricing. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes. Additionally, one of the two classes may not be issued or may have a very small initial principal amount. However, the depositor expects that the initial principal amount of the Class A-2-B Notes will not exceed $[___]. As the allocated initial principal amount of the Class A-2-B Notes is increased (relative to the Class A-2-A Notes), there will be a greater amount of floating rate notes issued by the issuing entity, and therefore the issuing entity will have greater exposure to increases in the floating rate payable on the Class A-2-B Notes. Because the aggregate initial principal amount of Class A-2-A Notes and the Class A-2-B Notes is fixed as set forth on the front cover of this prospectus, the division of the aggregate initial principal amount between the Class A-2-A Notes and the Class A-2-B Notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.] | |
[Negative LIBOR rates will reduce the rate of interest on the Class A 2-B Notes. | The interest rate to be borne by the Class A-2-B Notes is based on a spread over one-month LIBOR. As a result, changes in one-month LIBOR will affect the rate at which the Class A-2-B Notes accrue interest and the level of interest payments on the Class A-2-B Notes. To the extent that one-month LIBOR decreases below 0.00% for any interest period, the rate at which the Class A-2-B Notes accrue interest for such interest period will be reduced by the amount by which one-month LIBOR is negative, provided that the interest rate on the Class A-2-B Notes for any interest period will not be less than 0.00%. A negative one-month LIBOR rate could result in the interest applied to the Class A-2-B Notes decreasing to 0.00% for the related interest period.] | |
[Uncertainty relating to LIBOR and potential phasing out of LIBOR after 2021 may adversely affect the value of the notes. | The interest rate to be borne by the Class A-2-B Notes is based on a spread over one-month LIBOR. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. Regulators and law-enforcement agencies in a number of different jurisdictions have conducted and continue to conduct civil and criminal investigations into potential manipulation or attempted manipulation of LIBOR submissions to the British Bankers’ Association. The British Bankers’ Association was replaced by ICE Benchmark Administration |
Limited (the “IBA”) as LIBOR administrator as of February 1, 2014, and additional reforms to LIBOR, and related submission and calculation procedures, are anticipated. Investors in the notes should be aware that the administrator of LIBOR will not have any involvement in the administration of the issuing entity or the notes and may take actions in respect of LIBOR without regard to the effect of such actions on the notes. Any changes to LIBOR could affect the level and volatility of the published one-month LIBOR rate and any uncertainty in the value of LIBOR or the development of a widespread market view that LIBOR has been manipulated, or any uncertainty in the prominence of LIBOR as a benchmark interest rate due to the recent regulatory reform may adversely affect the interest rate on the Class A-2-B Notes and the liquidity and market value of the Class A-2-B Notes in the secondary market. In addition, on July 27, 2017, the Chief Executive Officer of the United Kingdom Financial Conduct Authority (the “FCA”) announced that by the end of 2021 (the “London Interbank Offered Rate Phase-Out Date”), LIBOR would no longer be sustained through the FCA’s efforts to compel banks’ participation in setting the benchmark. In the announcement, the Chief Executive Officer of the FCA stated that the London interbank market is no longer sufficiently active to determine reliable rates. It is not currently known whether the IBA, the entity responsible for administering LIBOR, will continue to quote LIBOR after the London Interbank Offered Rate Phase-Out Date. The IBA has not proposed an alternative benchmark rate, nor has it outlined a process or schedule for introducing an alternative benchmark rate, if any. If a published LIBOR rate is unavailable at any time after the issuance date of the notes, the rate of interest on the Class A-2-B Notes will be determined using the alternative methods described under “Description of the Notes—Payments of Interest,” including by reference to rates quoted by banks selected by Exeter, in its capacity as administrator. These alternative methods may result in lower interest payments than would have been made if LIBOR were available in its current form. The alternative methods may also be subject to factors that make LIBOR impossible or impracticable to determine. If a published LIBOR rate is unavailable and banks are unwilling to provide quotations, the rate of interest on the Class A-2-B Notes for a determination date will be the same as on the preceding determination date, and such rate could remain the rate of interest on the Class A-2-B Notes for the remaining life of the Class A-2-B Notes. As a result of the foregoing, the rate at which the Class A-2-B Notes bear interest could be adversely affected by misconduct in the rate-setting process for LIBOR, changes to such process, the phasing out of the rate entirely, or the unavailability of such rate. Any of these events may have an adverse effect on the interest rate, yield, value and marketability of the notes and could impact the amount of funds available to make payments on the notes.] | ||
Because the Class B Notes, the Class C Notes [and] the Class D Notes [and the Class E Notes] are subordinated to the Class A Notes, payments on those classes are more sensitive to losses on the | Certain notes are subordinated, which means that (i) principal paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration, will be made only once payments of principal have been made in full to all classes of notes senior to those classes and (ii) interest paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration, will be made only once payments of interest have been made in full to all classes of notes senior to those classes. The Class A |
automobile loan contracts. | Notes have the highest priority of payment with respect to payments of principal and interest, followed in descending order of priority of payment by the Class B Notes, the Class C Notes, the Class D Notes [and[, except in certain circumstances where they are paid principal before classes senior to them,] the Class E Notes]. Therefore, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any distribution date or following acceleration, delays in payment or losses will be suffered by the most junior outstanding class or classes even as payment may be made in full to more senior classes. | |
Principal may be paid on certain classes of notes before interest is paid on other classes. | If on any distribution date the outstanding principal amount of the notes exceeds the principal balance of the pool of automobile loan contracts, a payment of principal, to the extent available, will be made to the holders of the most senior outstanding class or classes of notes to eliminate that undercollateralization. Furthermore, if any class of notes has an outstanding principal amount on its final scheduled distribution date, a payment of principal, to the extent available, will be made to the holders of that class of notes on that distribution date to reduce their outstanding principal amount to zero. Certain of these principal payments will be made before interest payments are made on certain subordinated classes of notes on that distribution date. Furthermore, following certain events of default, payment of interest on certain subordinated classes of notes will be made only once payments of principal have been made in full to all classes of notes senior to those classes. As a result, there may not be enough cash available to pay the interest on certain subordinated classes of notes on that distribution date. | |
The failure to make principal payments on any class of notes will generally not result in an event of default under the indenture until the applicable final scheduled distribution date or redemption date. | The amount of principal required to be paid to investors prior to the applicable final scheduled distribution date will be limited to amounts available for those purposes. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled distribution date or redemption date for that class of notes. | |
There may be a conflict of interest among classes of notes. | As described elsewhere in this prospectus, if an event of default occurs under the indenture, only the majority noteholders will be able to waive that event of default, accelerate the applicable final scheduled distribution dates of the notes or direct any remedial action under the indenture (although a consent of all noteholders is required for sale or liquidation of the collateral in certain circumstances set forth in the indenture). Because the holders of different classes of notes may have varying interests when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders. There may be conflicts of interest among classes of notes due to differing priorities of payment and terms. Investors in the notes should consider that certain decisions may not be in the best interests of each class of noteholders and that any conflict of interest among different noteholders may not be resolved in favor of investors in a particular class of notes. Any disputes that arise between noteholders may not be resolved without substantial delay, which may cause delays in payment on the notes. The economic interests of the holders of a class of notes may not coincide with those of other holders of the same class or holders of other classes of notes. The holders of notes will not be required to consider any possible adverse |
effect of their actions on other holders of the same class or holders of other classes of notes. | ||
There are potential conflicts of interest relating to the underwriters. | One or more of the underwriters or their affiliates may from time to time perform investment banking services for, or solicit investment banking business from, any person named in this prospectus. The underwriters and/or their employees or customers may from time to time enter into hedging positions with respect to one or more classes of notes. The underwriters and their affiliates may invest or take long or short positions in securities or instruments, including the notes, that may be different from positions held by other noteholders. The activities of the underwriters and their affiliates may not align with the interests of the noteholders and may result in certain conflicts of interest. Any voting or consent rights could be exercised by them in a manner that could adversely affect your investment in the notes. Also, the ownership of any notes by the underwriters or their affiliates could adversely affect the development of a market for such notes. If any of this were to occur, the interests of the underwriters and their affiliates may not be aligned with the interests of other noteholders. [One or more of the underwriters or their affiliates may from time to time enter into, credit facilities or other financial transactions with Exeter or its affiliates. Actions taken by the underwriters and/or their affiliates in connection with such transactions, which may include the exercise of remedies against Exeter, could adversely affect Exeter. If this were to occur, Exeter’s ability to service the automobile loan contracts could be adversely affected, in which event payments on the notes could be delayed or reduced.] [A financial institution may provide financing for the retained interest in the notes and certificates held by the sponsor or its majority-owned affiliates, including by entering into a repurchase transaction. In connection with any such transactions with the sponsor and its affiliates, the financial institution may exercise rights or remedies in a manner that may adversely affect the noteholders or the certificateholders. See “U.S. Credit Risk Retention.”] | |
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes. | Ratings are not recommendations to buy, sell or hold the notes. Rather, ratings are an assessment by the applicable rating agency of the likelihood that any interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by its final scheduled distribution date. Ratings do not consider to what extent the notes will be subject to prepayment or that the principal of any class of notes will be paid prior to the final scheduled distribution date for that class of notes, nor do the ratings consider the prices of the notes or their suitability to a particular investor. A rating agency may revise or withdraw the ratings at any time in its sole discretion. The ratings of any notes may be lowered by a rating agency (including the engaged rating agencies) following the initial issuance of the notes as a result of losses on the automobile loan contracts in excess of the levels contemplated by a rating agency at the time of its initial rating analysis. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to replace or supplement any credit support, or to take any other action to maintain any ratings of the notes. Accordingly, there is no assurance that the ratings assigned to any note on the date on which the note is originally issued will not be lowered or withdrawn by any rating agency at any time thereafter. If any rating with |
respect to the notes is revised or withdrawn, the liquidity or the market value of your note may be adversely affected. The sponsor has engaged the rating agencies set forth under “Ratings” and will pay them a fee to assign ratings on the notes. The sponsor has not engaged any other nationally recognized statistical rating organization, or NRSRO, to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under effective United States Securities and Exchange Commission, or SEC, rules, information provided by or on behalf of the sponsor to an engaged rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to all NRSROs in order to make it possible for non-engaged NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. Consequently, prospective investors should monitor whether an unsolicited rating of the notes has been assigned by a non-engaged NRSRO and should consult with their financial and legal advisors regarding the impact of the assignment of an unsolicited rating to a class of notes. NRSROs, including the engaged rating agencies, have different methodologies, criteria, models and requirements. If any non-engaged NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the engaged rating agencies, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. If any non-engaged NRSRO releases any adverse market commentary on the issuance (even without assigning a rating on the notes), this could have a similar adverse effect. In addition, if the sponsor fails to make available to the non-engaged NRSROs any information provided to any engaged rating agency for the purpose of assigning or monitoring the ratings on the notes, an engaged rating agency could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the notes, including the credit enhancement on the notes, and not to rely solely on the ratings on the notes. | ||
Potential rating agency conflict of interest and regulatory scrutiny. | It may be perceived that the engaged rating agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the rating agencies for their rating services. Furthermore, the rating agencies have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the financial crisis and such scrutiny and any actions such legislative and regulatory bodies may take as a result thereof may also have an adverse effect on the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes. | |
[Retention of some or all of one or more classes of notes by the depositor or an affiliate of the depositor may reduce the liquidity | Some or all of one or more classes of notes may be retained by the depositor or an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes already in the market |
of the notes. | could be adversely affected. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.] | |
Original issue discount for the notes. | One or more classes of the notes may be issued with original issue discount, or OID, for U.S. federal income tax purposes. If a note is issued with OID, a U.S. holder (as defined under “U.S. Tax Matters” in this prospectus) generally will be required to accrue OID with respect to such note on a current basis as ordinary income and pay tax accordingly, regardless of whether such U.S. holder receives cash attributable to that income and regardless of such U.S. holder’s usual method of tax accounting. For further discussion of the computation and reporting of OID, see “U.S. Tax Matters—Tax Consequences to U.S. Holders of the Notes—Original Issue Discount” in this prospectus. | |
Recent amendment to the timing of income rules, which may have tax implications on noteholders. | Under the Tax Cuts and Jobs Act of 2017, or the Tax Cuts and Jobs Act, a holder of notes using the accrual method of accounting generally will be required to include amounts in income with respect to a note no later than the time such amounts are reflected on certain financial statements of such holder. The application of this rule thus may require the accrual of income earlier than described above, although the precise application of this rule is unclear at this time. Prospective purchasers of notes using the accrual method of accounting are advised to consult their own tax advisors regarding the application of these rules to income in respect of a purchased note. | |
Possible recharacterization of the issuing entity may have tax implications on noteholders. | The opinion of Special Income Tax Counsel will reflect some uncertainty as to the U.S. federal income tax classification of the Class E Notes. If the Class E Notes were not classified as indebtedness for U.S. federal income tax purposes, such notes should be treated as equity interests in the issuing entity for U.S. federal income tax purposes, and any such note, a recharacterized Class E Note. If that were the case, it is expected that the certificateholders and holders of the recharacterized Class E Notes would be treated as partners in the issuing entity, which would no longer qualify as a grantor trust for U.S. federal income tax purposes. An entity treated as a partnership (other than a publicly traded partnership taxable as a corporation) would annually file IRS Form 1065, Return of Partnership Income, and it and its partners would be required to comply with the requirements of subchapter K and the other provisions of the Code that apply to entities treated as partnerships for U.S. federal income tax purposes and to the partners of such partnerships. An entity treated as a partnership may be subject to limitations on the amount of interest deductions that it may take in each year. Deductions for business interest are limited to the issuing entity’s business interest income plus 30% of a business’s taxable income (before interest, depreciation, and depletion). Because the limitation on interest is based upon income before depletion, the significance of the limitation is difficult to predict. However, it is possible that the issuing entity will not be able to deduct all of its interest expense in the year accrued. If this occurs, the excess interest expense could be carried forward to subsequent years, but the tax allocable to the issuing entity’s beneficial owners in the year the expense is accrued could increase. |
An automobile loan contract pool | The automobile loan contracts in the automobile loan contract pool are |
that includes substantially all automobile loan contracts that are the obligations of sub-prime obligors will have higher default rates than a pool comprised of the obligations of prime obligors. | substantially all sub-prime automobile loan contracts and generally were made to obligors who do not qualify for conventional motor vehicle financing as a result of, among other things, a lack of or adverse credit history, low income levels and/or the inability to provide adequate down payments. While Exeter's underwriting guidelines, pricing of the automobile loan contracts and collection methods are designed to negate, to a degree, the higher risks inherent in automobile loan contracts with sub-prime obligors, no assurance can be given that such pricing, underwriting guidelines and collection methods will afford adequate protection against such risks or that such methods will enable the holding trust (and the issuing entity, in turn, as holder of the holding trust certificate) to avoid higher than expected charge-off rates or that Exeter’s allowance for credit losses for the next twelve months will be sufficient to cover actual losses. In the event of an automobile loan contract default, generally, the most practical alternative is repossession of the financed vehicle. The collateral value of the vehicle securing the automobile loan contract realized in a repossession will generally not cover the outstanding principal balance on that automobile loan contract and the related costs of recover. Other factors that may affect the ability of the issuing entity to realize the full amount due on an automobile loan contract include whether endorsements or amendments to certificates of title relating to the automobiles had been filed or such certificates have been delivered to the custodian; whether financing statements to perfect the security interest in the automobile loan contracts had been filed; depreciation, obsolescence, damage or loss of any vehicle; a market deterioration for recoveries from repossessed automobiles; and the application of federal and state bankruptcy and insolvency laws. As a result, losses on the automobile loan contracts are anticipated from repossessions and foreclosure sales that do not yield sufficient proceeds to repay the automobile loan contracts in full. See “Material Legal Aspects of the Automobile Loan Contracts” in this prospectus. | |
During periods of economic downturn, losses may increase and loans used to finance vehicles may incur greater losses. | The United States previously experienced a period of economic slowdown or recession and may experience a similar period in the future. Such periods of economic slowdown or recession may adversely affect the performance and market value of your notes. High or rising unemployment and lack of available credit can lead to increased delinquencies, defaults, repossessions and losses on automobile loans. Such periods of slowdown or recession may also be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which could weaken collateral coverage and increase the amount of a loss in the event of default. Also, any increases in the inventory of used automobiles during a period of economic slowdown or recession will typically depress the prices at which repossessed automobiles may be sold. Additionally, higher and unstable energy prices, unstable real estate values, reset of adjustable rate mortgages to higher interest rates, declining stock market values and other factors can impact consumer confidence and disposable income. Moreover, the recent partial shutdown of the U.S. federal government, and any similar shutdowns that may occur in the future, could have a negative economic impact on obligors who are employees of the federal government or who otherwise rely upon federal government assistance (including, for example, obligors living in disaster |
areas). The servicer may grant payment extensions on an automobile loan contract with respect to which the obligor’s ability to make on-time payments was adversely affected by a major disaster (as declared by the President of the United States). These conditions increased loss frequency, decreased consumer demand for automobiles and weakened collateral values on certain types of automobiles during the most recent economic slowdown or recession and may have similar effects in any future periods of economic slowdown or recession. Because Exeter focuses predominately on sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these automobile loan contracts are higher than those experienced in the general automobile finance industry and may be impacted to a greater extent during an economic downturn. Sub-prime obligors generally have lower collection rates and higher loan loss rates than prime obligors. Sub-prime obligors have historically been, and may in the future become, more likely to be affected, or more severely affected, by adverse macroeconomic conditions, particularly unemployment. If obligors on the automobile loan contracts default, Exeter will bear this risk, to the extent of any deficiency between the value of the collateral and the balance owed on the automobile loan contract, including accrued and unpaid interest, or the full amount in certain cases where the collateral does not get repossessed. Accordingly, consumer defaults could adversely affect Exeter’s results from operations and could materially and adversely affect payments on the notes. See “Delinquency and Loan Loss Information,” “Delinquency Experience” and “Loan Loss Experience” in this prospectus for delinquency, default, loan loss and repossession information regarding the automobile loans originated indirectly by Exeter through dealers and serviced by Exeter. In addition to an economic slowdown or recession, the asset-backed securities market, along with credit markets in general, may experience disruptions. Such disruptions could result in a reduction in the general availability of credit which may slow the expected rate of prepayment of automobile loan contracts. If losses on the automobile loan contracts held by the holding trust increase, recovery rates on repossessed automobile loan contracts decrease or the expected rate of prepayment decreases, then the yields on the notes will be relatively more sensitive to losses on the automobile loan contracts. If the actual rate and amount of losses exceed your expectations, the yield to maturity on your notes may be lower than anticipated, and you may suffer a loss on your investment. No prediction or assurance can be made as to the effect of economic developments on the rate of delinquencies, prepayments and/or losses on the automobile loan contracts or the market value of your notes. | ||
Geographic concentrations of automobile loan contracts may increase concentration risks. | The concentration of the automobile loan contracts in specific geographic areas may increase the risk of loss. Adverse economic conditions or other factors affecting any state or region could increase the delinquency or loan loss experience of the automobile loan contracts originated in that state or region. As a result, you may experience payment delays and losses on your notes. However, an improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the automobile loan contracts. As a result, you may receive principal payments of your notes earlier than anticipated. No prediction can be made and no assurance can be given as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses |
on the automobile loan contracts. As of the cutoff date, the four states with the highest concentration levels of automobile loan contract originations, based on the automobile loan contracts' principal balance as of such date, were in the states of [__] ([_]%), [__] ([_]%), [__] ([_]%) and [__] ([_]%). No other state accounts for more than 5.00% of the aggregate principal balance of the automobile loan contracts as of the cutoff date. The effect of economic factors, as described under “—During periods of economic downturn, losses may increase and loans used to finance vehicles may incur greater losses” and the effect of natural disasters, such as hurricanes, tornadoes, fires, drought, earthquakes, floods and other extreme weather conditions, on the performance of the automobile loan contracts is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. Because of the concentration of the obligors in certain states, any adverse economic factors or natural disasters in those states may have a greater effect on the performance of the notes and the collections on the automobile loan contracts than if the concentration did not exist. | ||
The eligibility representations and warranties that Exeter and the depositor will make about the automobile loan contracts, and Exeter and the depositor's obligations to repurchase automobile loan contracts with respect to which there is a breach of any such representation and warranty, are limited. | Exeter will make eligibility representations and warranties to the depositor about the automobile loan contracts and the depositor will make the same eligibility representations and warranties to the issuing entity about the automobile loan contracts. If there is a breach of any such eligibility representations or warranties regarding the automobile loan contracts made by Exeter to the depositor or by the depositor to the issuing entity, respectively, if the related breach is not cured and if the related breach materially and adversely affects the interest of the noteholders in such automobile loan contract, Exeter or the depositor, respectively, will be obligated to repurchase the affected automobile loan contract. Any such breach will be deemed not to have a material and adverse effect on the interests of the noteholders in an automobile loan contract if such breach has not affected the ability of the holding trust or noteholders to receive and retain timely payment in full of all amounts due on such automobile loan contract. Certain of the eligibility representations and warranties that Exeter and the depositor will make about each automobile loan contract are subject to important qualifications or limitations, such as knowledge qualifiers, or relate to actions taken by a third-party, such as the related dealer. Therefore, certain of these eligibility representations and warranties are included principally to allocate risk among the parties to the related agreements rather than to state matters of fact regarding the automobile loan contracts that Exeter or the depositor, as applicable, is able to independently verify. While the eligibility representations and warranties that are made by Exeter and the depositor cover a number of potential defects with respect to each automobile loan contract, they do not cover every potential defect which may result in a realized loss on the automobile loan contracts. Furthermore, while the depositor and Exeter are obligated to repurchase any automobile loan contract if there is a breach of any of their respective eligibility representations and warranties (and if such breach is not cured and materially and adversely affects the interest of the noteholders in such automobile loan contract), there can be no assurance given that Exeter or |
the depositor, respectively, will financially be in a position to fund its repurchase obligation. | ||
Inadequate insurance on automobiles may cause losses on your investment. | Each automobile loan contract requires the obligor to maintain insurance covering physical loss and damage to the vehicle. Since the obligors select their own insurers to provide the required coverage, the specific terms and conditions of their policies vary. If an obligor ceases to maintain such insurance, it is the sponsor’s policy not to force-place such insurance. In the event insurance coverage ceases to be maintained by obligors then insurance recoveries may be limited in the event of losses or casualties to automobiles included in the holding trust property, and you could suffer a loss on your investment. | |
[This prospectus provides information regarding the characteristics of the automobile loan contracts as of the statistical calculation date that will be sold to the issuing entity on the closing date, which may differ from the characteristics of the automobile loan contracts as of the [initial] cutoff date that will be sold to the issuing entity on the closing date | The automobile loan contracts sold to the issuing entity on the closing date may have characteristics as of the [initial] cutoff date that differ somewhat from the characteristics of the automobile loan contracts as of the statistical calculation date described in this prospectus. However, the characteristics of the automobile loan contracts as of the [initial] cutoff date are not expected to differ materially from the characteristics of the automobile loan contracts as of the statistical calculation date, and each automobile loan contract must satisfy the eligibility criteria described in “The Automobile Loan Contracts—Eligibility Criteria for [Initial] Automobile Loan Contracts.” If you purchase a note, you must not assume that the characteristics of the automobile loan contracts sold to the issuing entity on the closing date as of the [initial] cutoff date will be identical to the characteristics of the automobile loan contracts as of the statistical calculation date.] | |
[The subsequent automobile loan contracts that the issuing entity acquires during the [pre-funding period]/[revolving period] may have characteristics that differ from the initial automobile loan contracts that are described in this prospectus. | [The issuing entity will acquire subsequent automobile loan contracts during the [pre-funding period]/[revolving period] that may have characteristics that differ somewhat from the characteristics of the automobile loan contracts described in this prospectus. However, the subsequent automobile loan contracts will also have been originated by the sponsor through dealers and then assigned to the sponsor or will have been originated directly with consumers by the sponsor and must meet the eligibility requirements described in “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.” If you purchase a note, you must not assume that the characteristics of the subsequent automobile loan contracts that are sold to the issuing entity will be identical to the characteristics of the initial automobile loan contracts in the [statistical] pool that are disclosed in this prospectus.].] | |
[The inability to acquire subsequent automobile loan contracts may result in possible prepayments on the notes. | [Funds in the prefunding account][Principal collections received on the automobile loan contracts during the revolving period] will be used by the issuing entity to purchase additional automobile loan contracts from the depositor after the date the notes are issued. The number of automobile loan contracts that the depositor has to sell depends on its ability to acquire additional automobile loan contracts which, in turn, is affected by, among other things, the number of financed vehicles sold. The number of financed vehicles sold is affected by a variety of factors, including interest rates, unemployment levels, the rate of inflation and consumer perception of economic conditions generally. To the extent all of those funds are not used by the end of the [prefunding period][revolving period] to purchase new automobile loan contracts, those funds will be applied as a mandatory prepayment on the notes. In that event, you would receive payments on your notes earlier than expected and you may not be able to reinvest those |
amounts at a rate of return that is at least equal to the rate of return on your notes. For additional information, see “Yield and Prepayment Considerations” in this prospectus.] | ||
Financial regulatory reform could have a significant impact on the servicer, the sponsor, the depositor, the holding trust or the issuing entity. | The Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), or the Dodd-Frank Act, was signed into law on July 21, 2010. Many of its provisions had delayed implementation dates or required implementing regulations to be issued. Some of these regulations still have not been issued. In addition, there have been various proposals regarding repealing or modifying various provisions of the Dodd-Frank Act. The Dodd‑Frank Act is extensive and significant legislation that, among other things: · creates a liquidation framework under which the Federal Deposit Insurance Corporation, or FDIC, may be appointed as receiver following a “systemic risk determination” by the Secretary of Treasury (in consultation with the President) for the resolution of certain nonbank financial companies and other entities, defined as “covered financial companies,” and commonly referred to as “systemically important entities,” in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their subsidiaries; · creates a framework for the regulation of over-the-counter derivatives activities; · strengthens the regulatory oversight of securities and capital markets activities by the SEC; · creates the Consumer Financial Protection Bureau, or Bureau, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services; and · increases the regulation of the securitization markets through, among other things, a mandated risk retention requirement for securitizers and a direction to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities. The various requirements of the Dodd-Frank Act, including the implementing regulations which have yet to be released, may substantially impact the origination, servicing and securitization program of the sponsor and its subsidiaries. With respect to the liquidation framework for systemically important entities, no assurances can be given that such framework would not apply to the sponsor or its subsidiaries, including the issuing entity and the depositor, although the expectation embedded in the Dodd-Frank Act is that the framework will be invoked only very rarely. Guidance from the FDIC indicates that such new framework will largely be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to the sponsor, the depositor, the holding trust and the issuing entity. Any attempt by the FDIC to recharacterize the transfer of the automobile loan contracts as a security |
interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entity were to become subject to the orderly liquidation framework, the FDIC could repudiate the debt of the issuing entity and the noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to the orderly liquidation framework, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. In October 2014, various federal regulators adopted rules under the Dodd-Frank Act regarding credit risk retention that, among other things, require securitizers of asset-backed securities (or their majority-owned affiliates) to retain, on an unhedged basis, at least 5% of the credit risk of the assets underlying the securities, subject to certain exemptions and exceptions. Under the Dodd-Frank Act, the final rules became effective for securitizers and originators of asset-backed securities backed by automobile loans, including the sponsor, on December 24, 2016. No assurance can be given as to the impact that these risk retention regulations may have on the market value of the notes or the operating results of the sponsor or its affiliates. See “U.S. Credit Risk Retention” in this prospectus for more information regarding the manner in which the risk retention regulations are expected to be satisfied. Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the applicable federal regulatory agencies, not all of which has yet occurred. Therefore, the full impact of financial regulatory reform on the financial markets and its participants and on the asset-backed securities market in particular will not be known for some time. We cannot assure you that the Dodd-Frank Act and its implementing regulations, or the imposition of additional regulations, will not have a significant adverse impact on the value of the notes, on the servicing of the assets or on the sponsor, the depositor, the holding trust, the issuing entity, the indenture trustee, the owner trustee, the asset representations reviewer or the servicer. Under some interpretations of these new provisions, the potential may exist for the performance of the notes to be negatively impacted. [Such rulemaking could include guidance from a relevant regulatory agency with respect to financing arrangements pursuant to the credit risk retention regulations discussed under “U.S. Credit Risk Retention.” Although the risk retention regulations permit eligible retention holders to enter into certain arrangements for financing retained interests, there is no regulatory guidance as to whether specific terms and conditions of such arrangements may or may not comply with such regulations.] The Bureau and the Federal Trade Commission, or FTC, have, from time to time, investigated the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities, such as Exeter. The Bureau has indicated an intention to review the actions of indirect auto finance companies such as Exeter with regard to pricing activities and issued a bulletin to such lenders on how to limit fair lending risk under the Equal Credit Opportunity Act. Additionally, the Bureau has also recently begun reviews concerning certain other automobile lending practices, including the sale of extended warranties, credit insurance and other add-on products. Both the FTC and the Bureau |
have announced various enforcement actions against lenders beginning in 2012 involving significant penalties, cease and desist orders, and similar remedies that, if applicable to auto finance providers and to products, services and operations of the nature offered by Exeter, may require it to cease or alter certain business practices, which could have a material effect on its financial condition and results of operations. Furthermore, on June 10, 2015, the Bureau issued a rule that expands its supervisory and examination authority to now include the largest nonbank auto lenders such as Exeter. This supervisory power over nonbank lenders such as Exeter will allow the agency to conduct comprehensive and rigorous on-site examinations that could result in enforcement actions, fines, regulatory mandated process, procedure or product-related changes or consumer refunds if violations of law are found. In general, compliance with applicable law and regulations may be costly because new processes, forms, controls and additional infrastructure may be required to comply with new requirements. Any failure to comply with these laws and regulations could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships, and which, in turn, could materially and adversely affect payments on the notes. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings would not materially and adversely affect Exeter or any of its subsidiaries and affiliates, including the servicer, or the interests of the noteholders or the servicer's ability to perform its duties under the transaction documents. Additionally, any such outcome could adversely affect the ratings, marketability or liquidity of your notes. | ||
Failure to comply with consumer protection laws may adversely affect the ability to collect amounts due on the automobile loan contracts. | Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts such as the automobile loan contracts. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws. Although the liability of the issuing entity or the holding trust to the obligor for violations of applicable federal and state consumer laws may be limited, these laws may make an assignee of an automobile loan contract, such as the issuing entity or the holding trust, liable to the obligor for any violation by the lender. Under certain circumstances, the liability of the issuing entity or the holding trust to the obligor for violations of applicable federal and state consumer protection laws may be limited by the applicable law. In some cases, this liability could affect an assignee's ability to enforce its rights related to secured loans such as the automobile loan contracts. The depositor or the sponsor may be obligated to repurchase from the holding trust any automobile loan contract that failed to comply in all material respects with federal and state consumer protection laws at the time such automobile loan contract was originated or made. To the extent that the depositor or the sponsor fail to make such a repurchase, or to the extent that a court holds the issuing entity or the holding trust liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the issuing entity or the holding trust, as applicable. As a result, you may suffer loss of your investment in the notes. For a discussion of federal and state consumer protection laws which may affect the automobile loan contracts, see “Material Legal Aspects of the Automobile |
Loan Contract—Consumer Protection Laws” in this prospectus. | ||
The application of the Military Lending Act to the automobile loan contracts could impose additional compliance costs on or create operational constraints for the sponsor and could adversely impact the collection and enforcement of the automobile loan contracts. | Final regulations implementing the Military Lending Act (the “MLA”) became effective on October 1, 2015, with compliance mandatory for creditors with respect to a consumer credit transaction or account for consumer credit consummated or established on or after October 3, 2016. The final regulations expanded specific protections provided to active-duty members of the military and certain family members (collectively, “covered borrowers”) and addresses a wider range of credit products than the previous MLA regulation. These protections include, but are not limited to: a limit on the Military Annual Percentage Rate of 36%, delivery of certain required disclosures before origination and a prohibition on arbitration agreements. The MLA provides creditors with two possible safe harbors for determining whether an applicant is a covered borrower. If consumer credit transactions with covered borrowers did not comply with certain requirements of the MLA provisions, the automobile loan contracts from those transactions could be void and/or the creditor could be subject to civil liability, including damages, attorneys’ fees and court costs. There is an exception from the final regulation for any credit transaction that is expressly intended to finance the purchase of a motor vehicle when the credit is secured by the property being purchased. On December 14, 2017, the Department of Defense (the “DoD”) issued interpretative guidance (the “Guidance”) regarding its final regulations implementing the MLA. The Guidance provides that a credit transaction that also finances a credit-related product or service rather than a product or service expressly related to the motor vehicle is not eligible for the exception noted above. For example, the Guidance provides that a credit transaction that includes financing for guaranteed auto protection or credit insurance premiums would not qualify for the exception. However, a credit transaction that includes financing for an extended warranty for the purchased vehicle (which secures the financing) would still qualify for the exception. According to the DoD, the Guidance does not change the regulation implementing the MLA, but merely states the DoD’s preexisting interpretation of an existing regulation. Therefore, according to the DoD, the Guidance was effective immediately upon publication in the Federal Register on December 14, 2017. The DoD has recently submitted revisions to the Guidance for publication in the Federal Register; however, the content and effective date of these revisions is unknown at this time. Accordingly, to the extent that the Guidance was immediately effective and remains effective and credit transactions that also finance a credit-related product or service rather than a product or service expressly related to the motor vehicle are not eligible for the exemption even if originated prior to December 14, 2017, certain automobile loan contracts could be covered by the MLA. To the extent that the MLA applies to the automobile loan contracts and such automobile loan contracts do not comply with the applicable requirements, this could result in an obligation of the depositor and the sponsor to repurchase such automobile loan contracts, thereby shortening the weighted average life of your notes, or may materially affect collections on such automobile loan contracts and, in either event, you may experience delays in payments or losses on your notes. | |
Limitations on interest payments and repossessions may cause losses | Generally, under the terms of the Servicemembers Civil Relief Act and similar state legislation, a lender may not charge an obligor who enters |
on your investment. | military service after the origination of the automobile loan contract interest, including fees and charges, above an annual rate of 6% during the period of the obligor's active duty status, unless a court orders otherwise upon application of the lender. It is possible that this action could affect the servicer's ability to collect full amounts of interest on some of the automobile loan contracts. In addition, this legislation imposes limitations that would impair the servicer's ability to repossess an affected automobile loan contract during the obligor's period of active duty status. Thus, in the event that these automobile loan contracts go into default, there may be delays in receiving payments and losses on your investment in the notes. | |
The regulatory environment in which the consumer finance industry operates could have a material adverse effect on the sponsor's business and operating results. | Since September 2014, Exeter and/or its affiliates have received civil subpoenas and civil investigative demands from various federal and state agencies, including from the U.S. Department of Justice under the Financial Institutions Reform, Recovery and Enforcement Act, the SEC and several state attorneys general, requesting documents and communications and other information that, among other things, relate to Exeter's origination, underwriting and securitization of auto loans. In the future, Exeter may be served with additional subpoenas or requests relating to similar or related topics. Exeter investigates any such matters internally and attempts to cooperate with all such requests. Such investigations could in the future result in the imposition of damages, fines or civil or criminal claims and/or penalties. Additionally, because Exeter’s portfolio predominantly consists of sub-prime automobile loan contracts, which are associated with higher than average delinquency rates and charge-offs than prime automobile loan contracts, Exeter has significant involvement with credit bureau reporting and the collection and recovery of delinquent and charged-off debt, primarily through customer communications, the periodic sale of charged-off debt and vehicle repossession. Exeter is subject to enhanced legal and regulatory scrutiny regarding credit bureau reporting and debt collection practices from regulators, courts and legislators. Any future changes to Exeter’s business practices in these areas, including its debt collection practices, whether mandated by regulators, courts, legislators or otherwise, or any legal liabilities resulting from Exeter’s business practices, including its debt collection practices, could materially and adversely affect Exeter’s business, financial condition and results of operations, and which, in turn, could materially and adversely affect payments on the notes. | |
Transaction parties may become subject to litigation or governmental proceedings, resulting in significant fines, penalties, judgments, requirements and other expense increases. | Since the financial crisis, there has been an increase in litigation against, and governmental proceedings involving, sponsors, depositors and servicers of asset-backed securities. Additionally, as an automobile financing company, Exeter currently is, and in the future may be, subject to various consumer claims and litigation seeking damages and statutory penalties and other relief, including individual and class action lawsuits under consumer credit, consumer protection, including under the Telephone Consumer Protection Act of 1991 (“TCPA”), theft, privacy, data security, automated dialing equipment, debt collections and other laws. As the assignee of retail installment contracts originated by automobile dealers, Exeter also may be named as a co-defendant in lawsuits filed by consumers principally against automobile dealers. Calls and/or text messages originated to Exeter’s consumers may subject Exeter to potential specific risks. For example, the TCPA restricts telemarketing and the use of technologies that enable automatic calling and/or SMS text messages to a consumer’s mobile phone without proper consent. Many of these cases present novel issues on which |
there is no clear legal precedent, which increases the difficulty in predicting both the potential outcomes and costs of defending these cases. The outcome of future matters could materially adversely affect Exeter’s business, results of operations and financial condition, which in turn, could materially and adversely affect payments on the notes. Furthermore, defending lawsuits and responding to governmental inquiries or investigations, regardless of their merit, could be costly and such costs and expenses could be payable by, or subject to reimbursement by, the issuing entity. Unfavorable outcomes in any such current or future proceedings could materially and adversely affect Exeter’s business, results of operations and financial condition, and may affect the ability of Exeter to perform its obligations to repurchase assets from the holding trust with respect to which there has been a breach of eligibility representations and warranties and satisfaction of the conditions to repurchase. This could result in a delay in or reduction of payments on the notes. The damages and penalties claimed by consumers and governmental regulators in these types of matters can be substantial. The relief requested by the plaintiffs varies but includes requests for compensatory, statutory and punitive damages. In addition, if the servicer is subject to litigation or a governmental proceeding, this may affect the ability of the servicer to perform its servicing obligations, even if such litigation or a governmental proceeding is not related to the automobile loan contracts owned by the holding trust. While Exeter intends to vigorously defend itself against such proceedings, there is a chance that Exeter’s results of operations, financial condition and cash flows could be materially and adversely affected by unfavorable outcomes. Additionally, negative publicity associated with litigation, governmental investigations, regulatory actions, and other public statements could damage Exeter’s reputation. We cannot assure you as to the effect any such proceeding or litigation, if any, may have on payments in respect of the assets or yield on the notes. | ||
Interests of other persons in the automobile loan contracts or the related financed vehicles could reduce funds available to pay the notes. | Exeter, in its capacity as custodian, and not the indenture trustee, will hold the automobile loan contracts that are “tangible chattel paper” and any certificates of title (or electronic evidence of certificates of title) in its possession on behalf of the indenture trustee. Exeter, in its capacity as custodian, and not the indenture trustee, will maintain or caused to be maintained “control” (within the meaning of the UCC) over the automobile loan contracts that are “electronic chattel paper” through a third-party vendor. If another person acquires an interest in an automobile loan contract or a related financed vehicle that is superior to the indenture trustee's interest, the collections on that automobile loan contract or the proceeds from the sale of that financed vehicle may not be available which could reduce or delay the funds available to make payments on your notes. If the indenture trustee, as secured party, does not have a perfected security interest in an automobile loan contract or a financed vehicle, its ability to repossess and sell the financed vehicle securing a defaulted automobile loan contract may be adversely affected. Another person could acquire an interest in an automobile loan contract or a financed vehicle that is superior to the indenture trustee's interest if: |
· the indenture trustee does not have a perfected security interest in the automobile loan contract or the financed vehicle because the sponsor's security interest in the automobile loan contract or in the financed vehicle was not properly perfected, · the indenture trustee does not have a perfected security interest in the financed vehicle in some states because the servicer will not amend the certificate of title to identify the holding trust as the new secured party, or · the indenture trustee's security interest in the automobile loan contract or the financed vehicle is impaired because holders of some types of liens, such as tax liens or mechanic's liens, may have priority over the indenture trustee's security interest or a financed vehicle is confiscated by a government agency. With respect to the “control” of electronic contracts, we note that the system maintained by the third-party vendor is designed to enable Exeter, as custodian, to perfect its interest in the automobile loan contracts evidenced by electronic contracts by satisfying the requirements for “control” of “electronic chattel paper” under the UCC. There can be no assurances, however, that the third-party vendor's technology system will perform as represented to the sponsor in maintaining the systems and controls required to provide assurance that Exeter, as custodian, maintains control over an electronic contract. If that system fails to perform as represented, then there may be delays in obtaining copies of the electronic contracts or confirming ownership and control of the electronic contracts. Furthermore, if Exeter, as custodian, loses control over the automobile loan contract through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise, a person other than Exeter, as custodian, may be able to modify or duplicate the authoritative copy of the contract. We also note that there has been limited legal interpretation of the UCC provisions governing perfection of a security interest in electronic contracts by control, so there can be no assurance that, even if the system performs as represented, a court would find that the system does not establish control. See “Material Legal Aspects of the Automobile Loan Contracts―Security Interests in the Financed Vehicles” in this prospectus for more information about the security interests in the automobile loan contracts and financed vehicles. | ||
Certain bankruptcy and insolvency matters may delay or reduce payments on the automobile loan contracts or the notes. | In general, the transaction documents and other agreements relating to the automobile loan contracts were structured in order to limit the likelihood of adverse determinations in bankruptcy, conservatorship, receivership or insolvency proceedings instituted against prior owners in the chain of title to the automobile loan contracts, the sponsor, the servicer and relevant parent entities, including structuring transfers as “true sales” and structuring the issuing entity and the holding trust as special purpose bankruptcy-remote entities. However, it is possible in any such proceeding that claimants may argue, and that a court may determine, that one or more transfers of the automobile loan contracts were not “true sales,” or that the separateness of the issuing entity or another relevant entity should be disregarded and substantively consolidated with one or more parent entities. In such a case, the automobile loan contracts may be treated as part of the bankruptcy estate or conservatorship or receivership estate of the prior owner or parent entity that is the subject of the applicable proceeding, |
whether conducted under title 11 of the United States Code, or the Bankruptcy Code, or under the Federal Deposit Insurance Act. If the automobile loan contracts are treated as part of a bankruptcy or conservatorship or receivership estate, there could be delays or reductions in payments on the automobile loan contracts. In addition, numerous statutory provisions, including federal bankruptcy laws and related State laws, may interfere with or affect the ability of a creditor to enforce an automobile loan contract. A bankruptcy court may also reduce the monthly payments due under the related automobile loan contracts or change the rate of interest and time of repayment of the indebtedness. Any of the foregoing could result in delays and/or reductions in payments on the notes. | ||
Bankruptcy or insolvency of servicer or the backup servicer could result in losses on the notes. | If the servicer were to go into bankruptcy or become the subject of a similar insolvency proceeding, the servicer (whether Exeter or a successor servicer) may stop performing its functions as servicer. Certain provisions of the Bankruptcy Code could prevent the backup servicer or another successor servicer from assuming the servicing role notwithstanding any provision in the sale and servicing agreement or the indenture to the contrary. As a result, investors should not assume that the backup servicer or another successor servicer will automatically or promptly be able to take over servicing from the servicer in the event of a bankruptcy of the servicer. Additionally, except with respect to the backup servicer’s replacement of the servicer, it may be difficult to find a third party to act as successor servicer. Alternatively, the servicer may take the position that unless the amount of its compensation is increased or the terms of its obligations are otherwise altered, it will stop performing its functions as servicer. If the backup servicer is unable to fulfill its obligations to take over servicing and, if it would be difficult to find a third party to act as successor servicer, the issuing entity, as the holding trust certificateholder, as a practical matter, may have no choice but to agree to the demands of the servicer. The servicer may also have the power, in connection with a bankruptcy or insolvency proceeding and with the approval of the court or the bankruptcy trustee or similar official, to assign its rights and obligations as servicer to a third party without the consent, and even over the objection, of the issuing entity, as the holding trust certificateholder, despite the provisions of the applicable documents. If the servicer or the backup servicer is a debtor in bankruptcy or the subject of a similar insolvency proceeding, then the parties may be prohibited (unless authorization is obtained from the court or the bankruptcy trustee or similar official) from taking any action to enforce any obligations of the servicer or the backup servicer under the sale and servicing agreement or under any related documents, or to collect any amount owing by the servicer or the backup servicer under such documents, or to terminate and replace the servicer or the backup servicer despite the terms of the any such documents. Additionally, if the servicer or the sponsor were to become a debtor in bankruptcy or the subject of an insolvency or similar proceeding, payments previously made by such person during the preference period could potentially be avoided and required to be returned as a preferential payment under applicable bankruptcy, insolvency, receivership or similar law. To the extent any collections have been received on the automobile loan |
contracts but not yet been remitted to the collection account, including amounts held in a lockbox account or any account of the servicer, there can be no assurance that such collections will be remitted to the collection account in the event of the bankruptcy or insolvency of the servicer. Other creditors of the servicer may be deemed to have, or actually have, rights to such amounts that are equal to or greater than the rights of the holding trust or issuing entity as holding trust certificateholder. In addition, because a bankruptcy or similar proceeding may take months or years to complete, even any recovery that is determined to be owed by the servicer or the sponsor as the debtor in the bankruptcy or similar proceeding (and no such recovery can be assured) may effectively experience a reduction in value by the time such recovery is available. More generally, obligors may delay or suspend making payments to the servicer because of the uncertainties occasioned by the servicer becoming subject to a bankruptcy or similar proceeding, even if the obligors have no legal right to do so, and such delay would reduce, at least for a time, the funds that might otherwise be available to pay the notes. It is possible that a period of adverse economic conditions resulting in high defaults and delinquencies on the automobile loan contracts will increase the potential bankruptcy risk to the servicer if its servicing compensation is less than the cost of servicing. The occurrence of any of these events could result in delays or reductions in distributions on, or other losses with respect to, the notes. There may also be other possible effects of a bankruptcy, insolvency proceeding or similar proceeding of the servicer, the sponsor or the backup servicer that could result in delays or reductions in distributions on, or other losses with respect to, the notes. Regardless of any specific adverse determinations in a bankruptcy or similar insolvency proceeding of the servicer, the sponsor or the backup servicer, the fact that such a proceeding has been commenced could have an adverse effect on the value of the automobile loan contracts and the liquidity and value of the notes. | ||
Because collections are temporarily commingled, payments on the notes could be delayed or reduced in a servicer bankruptcy. | Collections on the automobile loan contracts are generally expected to be remitted directly into a collection account, which will initially be held at the indenture trustee, in its name, for the benefit of the indenture trustee on behalf of the noteholders, prior to the deposit of such collections in the note distribution account. See “Description of the Transaction Documents—Accounts” in this prospectus. However, some payments on the automobile loan contracts may be mailed to the servicer, or may be remitted by an obligor to the servicer in a method that results in commingling of such payments. Collections received directly by servicer shall be remitted to the lockbox bank as soon as practicable, but not more than two (2) business days (after identification). Any such payments would have to be identified and processed by the servicer before being remitted to the lockbox bank and during that time the payments may be commingled with other funds. There is no guaranty that the control arrangements in favor of the indenture trustee with respect to the collection account will remain in effect. If the indenture trustee ceases to have control of the collection account, the indenture trustee’s security interest in the collection account will no longer be perfected, and such security interest in collections would continue to be perfected only so long as such collections |
remained identifiable proceeds of the automobile loan contracts. In the event that the servicer and there are competing claims on the commingled funds by creditors of any holder or owner of any such commingled funds, payments on the notes could be delayed or reduced. | ||
Insolvency of the entity that is holding the automobile loan contracts may cause your payments to be reduced or delayed. | Exeter, in its capacity as custodian, will hold tangible contracts and maintain control over electronic contracts, in either case either directly or indirectly. Any insolvency by Exeter, the servicer, or any other party while in possession of the tangible contracts or while maintaining control over the electronic contracts may result in competing claims to ownership or security interests in the automobile loan contracts which could result in delays in payments on the notes, losses to noteholders or the repayment of the notes. |
Paying the servicer a fee based on a percentage of the automobile loan contracts may result in the inability to obtain a successor servicer. | Because the servicer is paid its base servicing fee based on a percentage of the aggregate outstanding amount of the automobile loan contracts, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. In the event Exeter is terminated as servicer, the backup servicer will be obligated to become the successor servicer. If the need ever arises to obtain a successor servicer other than the backup servicer who is obligated to take over the servicing duties for the same servicing fee that Exeter is paid, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining automobile loan contracts in the pool. In this event, a higher servicing fee may need to be negotiated, resulting in less available funds that may be distributed to noteholders and certificateholders on a related distribution date. | |
The servicer’s discretion over the servicing of the automobile loan contracts may impact the amount and timing of funds available to make payments on the notes. | The servicer is obligated to service the automobile loan contracts in accordance with its customary practices. The servicer has discretion in servicing the automobile loan contracts including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures. In addition, the servicer may from time to time offer obligors a temporary reduction in payment and/or an opportunity to defer payments. Any of these deferrals or extensions may extend the maturity of the automobile loan contracts and increase the weighted average life of each class of notes. However, such deferrals and extensions shall not extend the term of the automobile loan contract beyond the last day of the collection period immediately prior to the final scheduled distribution date for the Class E Notes. Additionally, the aggregate period for all payment extensions on an automobile loan contract shall not exceed eight months; provided that any extension on an automobile loan contract with respect to which the related obligor’s ability to make on-time payments was adversely affected by a major disaster (as declared by the President of the United States), shall not be included in the calculation of the aggregate period of all payment extensions. See “Exeter’s Automobile Financing Program—Loan Servicing” in this prospectus for more information regarding the servicer’s discretion over the servicing of the automobile loan contracts. In addition, the servicer’s customary practices may change from time to time and those changes could reduce collections on the automobile loan contracts. Although the servicer’s customary practices at any time will |
apply to all automobile loan contracts serviced by the servicer, without regard to whether an automobile loan contract has been transferred to the holding trust, the servicer is not obligated to maximize collections from automobile loan contracts. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary practices could have an impact on the amount and timing of collections on the automobile loan contracts, which may impact the amount and timing of funds available to make payments on the notes. | ||
Adverse events with respect to the servicer or certain of its vendors may increase the risk of loss on your investment. | Adverse events with respect to the servicer or certain of its vendors could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, in the event of a termination and replacement of the servicer or certain of its vendors, there may be some disruption of the collection activity with respect to the automobile loan contracts owned by the holding trust, leading to increased delinquencies, defaults and losses on the automobile loan contracts, which may cause you to experience delays in payments or losses on your notes. The success of your investment depends upon the ability of the servicer and certain of its vendors to store, retrieve, process and manage substantial amounts of information. If the servicer or certain of its vendors experience any interruptions or losses in its information processing capabilities, including due to attacks by hackers, computer viruses or breaches due to errors or malfeasance by employees, contractors or others who have access to its system and networks, its business, financial conditions, results of operations and, ultimately, your notes may suffer. |
Exeter depends on the accuracy and completeness of information about obligors and their financed vehicles, and any misrepresented information could adversely affect Exeter’s business, results of operations and financial condition. | In deciding whether to approve the acquisition or creation of automobile loan contracts or to enter into other transactions with obligors, Exeter may rely on information furnished to it by or on behalf of obligors and dealers, including financial and vehicle information. Exeter also may rely on representations by and on behalf of obligors and dealers as to the accuracy and completeness of that information. If any of this information is intentionally, negligently or erroneously misrepresented and such misrepresentation is not detected prior to funding, the value of the automobile loan contract may be significantly lower than expected. Exeter has experienced in the past, and may experience in the future, frauds in application in which obligors or dealers fraudulently provide social security numbers and related credit bureau scores of other individuals, fictitious information with higher scores or information inflating the value of the financed vehicle. Exeter’s controls and processes may not have detected or may not detect all misrepresented information from the automobile loan contract applications. Any such misrepresented information could adversely affect Exeter’s business, results of operations and financial condition and which, in turn, could materially and adversely affect payments on the notes. | |
Unlike certain competitors that are banks, Exeter is subject to the licensing and operational requirements of states and other | Because Exeter is not a nationally-chartered depository institution, Exeter does not benefit from exemptions to state loan servicing or debt collection licensing and regulatory requirements. To the extent that they exist, Exeter must comply with state licensing and various operational compliance |
jurisdictions, and Exeter’s business would be adversely affected if it lost its licenses. | requirements in all states in which Exeter operates. These include, among others, requirements regarding form and content of contracts, other documentation, collection practices and disclosures, and record keeping. Exeter’s business is sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws or increased fees. In addition, Exeter is subject to periodic examinations by state and other regulators. The states that currently do not provide extensive regulation of Exeter’s business may later choose to do so. The failure to comply with licensing or permit requirements and other local regulatory requirements could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible review or revocation of licenses, and damage to Exeter’s reputation, brand and valued customer relationships, which in turn, could materially and adversely affect payments on the notes. | |
Exeter’s business could be negatively impacted by security threats, including cyber-security threats and other disruptions. | Exeter’s technology platforms, underlying infrastructure and infrastructure of integrated third party services are important to its operating activities, and any security incidents or outages could disrupt Exeter’s ability to process automobile loan contract applications, originate automobile loan contracts or service the automobile loan contracts, which could materially and adversely affect its operating activities. Security incidents or outages may be caused by unforeseen catastrophic events, including natural disasters, terrorist or hacking attacks, large-scale power outages, software or hardware defects, computer viruses, cyber-attacks, external or internal security breaches, acts of vandalism, misplaced or lost data, programming or human errors, or other similar events. Although Exeter maintains, and regularly assess the adequacy of, a business continuity, disaster recovery and incident response plan, to effectively manage the effects of unforeseen events, Exeter cannot be certain that its plans will function as intended, or otherwise resolve or compensate for such effects. Exeter holds in its systems confidential financial and other personal data with respect to our customers and may, subject to applicable law, share that information with our third party service providers. Such information may be of value to identity thieves and others if revealed. Although Exeter endeavors to protect the security of its computer systems and the confidentiality of the information it holds, there can be no assurance that Exeter’s security measures will provide adequate security. It is possible that Exeter may not be able to anticipate, detect or recognize threats to its systems or to those of third parties handling data on Exeter’s behalf, or to implement effective preventive measures against all security incidents, especially because the techniques used change frequently or are not recognized until launched, and because cyber-attacks can originate from a wide variety of sources, including third parties outside of the organization such as persons who are associated with external service providers or who are or may be involved in organized crime or linked to terrorist organizations. Such persons may also attempt to fraudulently induce employees or other users of our systems to disclose sensitive information in order to gain access to Exeter’s data or that of its customers. These risks may increase in the future as Exeter continues to increase its mobile-payment and other internet-based product offerings and expand its use of web-based products and applications. A successful penetration of the security of Exeter’s systems could cause |
serious negative consequences, including disruption of Exeter’s operations, misappropriation of confidential information, or damage to Exeter’s computers or systems, and could result in violations of applicable privacy and other laws, financial loss to Exeter or to its customers, customer dissatisfaction, significant litigation exposure and harm to Exeter’s reputation. Further, any of these cyber security and operational risks could result in a loss of customer business, subject us to additional regulatory scrutiny or expose Exeter to lawsuits for identity theft or other damages resulting from the misuse of their personal information and possible financial liability. Regulators may also impose penalties or require remedial action if they identify weaknesses in Exeter’s security systems, and Exeter may be required to incur significant costs to increase its cyber security to address any vulnerabilities that may be discovered or to remediate the harm caused by any security breaches. Such a failure in business continuity or the occurrence of any such events, or any of the consequences of a successful penetration of the security of Exeter’s systems, if and when experienced, may materially and adversely affect Exeter’s business, financial condition and results of operations, including our ability to support and service the automobile loan contracts owned by the holding trust and which, in turn, could materially and adversely affect payments on the notes. | ||
· | pay the depositor the purchase price for the automobile loan contracts (and the depositor will, in turn, pay Exeter and the seller[s] their respective portion of the purchase price for the automobile loan contracts); |
· | [deposit the pre-funded amount into the pre-funding account;] and |
· | fund the initial deposit to the reserve account. |
· | acquiring the automobile loan contracts and all other property and rights assigned to the holding trust pursuant to the contribution agreement and assigning, granting, transferring, pledging, mortgaging and conveying such automobile loan contracts, other property and rights to the indenture trustee pursuant to the indenture; |
· | holding, managing and distributing to the issuing entity such automobile loan contracts, other property and rights pursuant to the terms of the sale and servicing agreement following the release of such property from the lien of the indenture trustee; |
· | selling automobile loan contracts from time to time, as directed by the servicer, in accordance with the provisions of the sale and servicing agreement; |
· | issuing to the issuing entity the holding trust certificate (which represents 100% of the equity interests in the holding trust); |
· | making payments on the holding trust certificate; |
· | entering into and performing its obligations under the transaction documents to which it is party; and |
· | engaging in other activities that are necessary, suitable or convenient to accomplish these activities. |
· | transferring the automobile loan contracts to the holding trust on the closing date; |
· | holding the holding trust certificate and its other assets and proceeds from its assets; |
· | issuing the notes and the certificates (which represent the residual interest in the trust); |
· | making payments on the notes and the certificates; |
· | entering into and performing its obligations under the transaction documents to which it is a party; and |
· | engaging in other activities that are necessary, suitable or convenient to accomplish these activities. |
Aggregate Principal Balance of the | |||
Automobile Loan Contracts | $ [___] |
Holding Trust Certificate | 100% | ||
Reserve Account | $[___] | ||
[Pre-Funding Account] | [$[___]] | ||
[Capitalized Interest Account] | [$[___]] |
Class A Notes | $ [_] | ||
Class B Notes | $ [_] | ||
Class C Notes | $ [_] | ||
Class D Notes | $ [_] | ||
[Class E Notes] | $ [_] | ||
Total | $ [_] |
Aggregate Principal Balance of the | |||
Automobile Loan Contracts | $ [___] |
Holding Trust Certificate | 100% | ||
Reserve Account | $[___] | ||
[Pre-Funding Account] | [$[___]] | ||
[Capitalized Interest Account] | [$[___]] |
Class A Notes | $ [_] | ||
Class B Notes | $ [_] | ||
Class C Notes | $ [_] | ||
Class D Notes | $ [_] | ||
[Class E Notes] | $ [_] | ||
Total | $ [_] |
· | reviewing certain automobile loan contracts following receipt of a review notice from the indenture trustee, and |
· | providing a report on the results of the review to the issuing entity, the servicer and the indenture trustee. |
· | The name of the hedge counterparty; |
· | The organizational form of the hedge counterparty; and |
· | The general character of the business of the hedge counterparty. |
· | Financial information: If the aggregate significance percentage related to the hedge counterparty is (i) 10% or more, but less than 20%, financial data required by Item 301 of Regulation S-K will be provided for the hedge counterparty or (ii) 20% or more, financial statements meeting the requirements of Regulation S-X (§§210.1-01 through 210.12-29), except §210.3-05 and Article 11, will be provided for the hedge counterparty.] |
• | on the last day of a calendar month, if as of that date more than 10% of any scheduled automobile loan contract payment related to such account remains unpaid for 120 days or more from the date for such payment (so long as the related financed vehicle has not been repossessed and the related obligor has not been identified on Exeter's records as being the subject of a current bankruptcy proceeding); |
• | the related financed vehicle has been repossessed and the servicer has either liquidated such financed vehicle or held such financed vehicle in its inventory for more than 60 days [(or up to 90 days subject to the servicer's modification of the Servicing and Collections Calls Policy applicable to its serviced portfolio of motor vehicle installment sales contracts and installment loans)] at month-end; or |
• | such account is otherwise required to be charged-off or is deemed uncollectible by the servicer in accordance with the servicer's Servicing and Collections Calls Policy. |
· | the original aggregate purchase price of the noteholder's notes; and |
· | the applicable pool factor. |
· | the payments received on the automobile loan contracts; |
· | the Pool Balance; |
· | each pool factor; and |
· | other items of information. |
· | a pool consisting of primarily sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles; |
· | moneys received [(a)] with respect to the [initial] automobile loan contracts, after the [initial] cutoff date [and (b) with respect to the subsequent automobile loan contracts, after the related cutoff date]; |
· | the security interests in the financed vehicles granted by obligors; |
· | any proceeds from any automobile loan contract repurchased by a dealer pursuant to an agreement between Exeter and such dealer as a result of a breach of representation or warranty in such agreement; |
· | all rights under any service contracts on the financed vehicles; |
· | [an assignment of the rights of the depositor against unaffiliated third party originators under agreements between the sponsor and such other unaffiliated third parties;] |
· | an assignment of the right to receive proceeds from claims on physical damage, credit life and disability insurance policies covering the financed vehicles or the obligors; |
· | an assignment of all rights to receive proceeds from liquidating the automobile loan contracts; |
· | the automobile loan contract files; |
· | [moneys received pursuant to the hedge transaction;] |
· | other rights under the transaction documents, including an assignment of the depositor’s rights against the sponsor for breaches of eligibility representations and warranties under the purchase agreement and the sale agreement[s] and the issuing entity’s rights against the depositor for breaches of eligibility representations and warranties under the sale and servicing agreement; and |
· | all proceeds from the items described above. |
· | the holding trust certificate; |
· | all distributions on or in respect of the holding trust certificate and any other rights granted to the holder of the holding trust certificate; |
· | amounts that are held in [the lockbox account,] [the revolving account,] [the pre-funding account,] the collection account, the note distribution account and the reserve account; |
· | other rights under the transaction documents; and |
· | all proceeds from the items described above. |
· | the information set forth in the schedule of receivables delivered by Exeter or the depositor, as applicable, on the [initial] cutoff date is true and correct in all material respects as of the close of business on the [initial] cutoff date; |
· | neither Exeter nor the depositor used selection procedures adverse to the noteholders in selecting the [initial] automobile loan contracts; |
· | each of the [initial] automobile loan contracts constitutes “tangible chattel paper” or “electronic chattel paper,” in each case, within the meaning of the applicable Uniform Commercial Code; |
· | there is only one original executed copy (or with respect to “electronic chattel paper,” one authoritative copy) of each [initial] automobile loan contract; |
· | with respect to [initial] automobile loan contracts that are “electronic chattel paper,” (a) each copy of the authoritative copy and any copy of a copy are readily identifiable as copies that are not the authoritative copy, (b) the related automobile loan contracts have been established in a manner such that (1) all copies or revisions that add or change an identified assignee of the authoritative copy of each such automobile loan contract must be made with the participation of the custodian and (2) all revisions of the authoritative copy of each such automobile loan contract must be readily identifiable as an authorized or unauthorized revision, and (c) the authoritative copy of each automobile loan contract communicated to the custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any person other than the custodian; |
· | with respect to any [initial] automobile loan contracts that constitute tangible chattel paper, (a) the fully executed original automobile loan contracts (which may contain electronic, facsimile or manual signatures) for each automobile loan contracts has been delivered to the indenture |
· | trustee, (b) such fully executed original automobile loan contracts are in the possession of the custodian and the indenture trustee has received an acknowledgement from the custodian that the custodian is holding such fully executed original automobile loan contracts solely on behalf and for the benefit of the indenture trustee, as pledgee of the issuing entity or (c) the custodian received possession of such fully executed original automobile loan contracts after the indenture trustee received an acknowledgment from the custodian that the custodian is acting solely as agent of the indenture trustee, as pledgee of the issuing entity; |
· | immediately prior to the conveyance of the [initial] automobile loan contracts, Exeter or the depositor, as applicable, was the sole owner of such [initial] automobile loan contract and had good title thereto, free of any liens not permitted by the transaction documents; |
· | the depositor will have a perfected security interest in the [initial] automobile loan contracts following the transfer of the [initial] automobile loan contracts by Exeter to the depositor and the issuing entity will have a perfected security interest in the [initial] automobile loan contracts following the transfer of the [initial] automobile loan contracts by the depositor to the issuing entity; |
· | Exeter or the depositor, as applicable, will cause, within ten days after the closing date, the filing of all appropriate financing statements in the proper filing office in order to perfect the security interest in the [initial] automobile loan contracts granted to the depositor under the purchase agreement and the sale agreement[s] or the issuing entity under the sale and servicing agreement, respectively; |
· | other than the security interest granted to the depositor under the purchase agreement and the sale agreement[s] or the issuing entity under the sale and servicing agreement, respectively and except any other security interests that have been fully released and discharged as of the closing date, neither Exeter nor the depositor, as applicable, has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the [initial] automobile loan contracts and neither Exeter nor the depositor has authorized the filing of and is aware of any financing statements against Exeter or the depositor, respectively, that include a description of collateral covering the [initial] automobile loan contracts other than any financing statement relating to the security interest granted to the depositor under the purchase agreement and the sale agreement[s] or the issuing entity under the sale and servicing agreement, respectively or that has been terminated; |
· | [each obligor has been, or will be, directed to make all payments on their related [initial] automobile loan contract to the lockbox bank for deposit into the lockbox account;] and |
· | Exeter or the depositor, as applicable, has taken all steps necessary to perfect Exeter’s security interest against the related obligors in the property securing the [initial] automobile loan contracts. |
· | as of each subsequent cutoff date, each subsequent automobile loan contract and/or the subsequent automobile related to that subsequent automobile loan contract satisfies the eligibility representations and warranties set forth under “—Repurchase Obligations” below; |
· | neither Exeter nor the depositor has selected the subsequent automobile loan contracts in a manner that either of them believes is adverse to the interests of the noteholders; and |
· | Exeter and the depositor shall have delivered certain opinions of counsel regarding the validity of the subsequent automobile loan contract transfers on those subsequent transfer dates on which such opinions are required.] |
· | the automobile loan contracts’ weighted average annual percentage rate is not less than [_]%; and |
· | [the automobile loan contracts’ weighted average custom score is not less than [_]%.] |
· | composition of the automobile loan contracts; |
· | geographic distribution of the automobile loan contracts; |
· | distribution by remaining Principal Balance; |
· | distribution by APR; |
· | distribution by original term; |
· | distribution by wholesale loan-to-value ratio; |
· | distribution by vehicle make; |
· | distribution by vehicle segment; |
· | distribution of the automobile loan contracts secured by new and used vehicles; and |
· | distribution of the automobile loan contracts by custom score and credit bureau score.] |
· | [As of the statistical calculation date, the [initial] automobile loan contracts [relating to the publicly offered notes with an aggregate initial principal amount of $[_]] had an aggregate Principal Balance of $[_].] |
· | As of the [initial] cutoff date, [if the aggregate initial principal amount of the publicly offered notes is $[_],] the [initial] automobile loan contracts [had]/[are expected to have] an aggregate Principal Balance of approximately $[___]. |
· | [As of the statistical calculation date, the [initial] automobile loan contracts [relating to the publicly offered notes with an aggregate initial principal amount of $[_] had an aggregate Principal Balance of $[_].] |
· | [As of the [initial] cutoff date, [if the aggregate initial principal amount of the publicly offered notes is $[_],] the [initial] automobile loan contracts [had]/[are expected to have] an aggregate Principal Balance of approximately $[__].] |
· | As of the [[initial] cutoff date][statistical calculation date], the automobile loan contracts in the pool sold by Exeter to the depositor had an aggregate Principal Balance of $[_] representing approximately [_]% of the aggregate Principal Balance of all automobile loan contracts in the pool. |
· | As of the [[initial] cutoff date][statistical calculation date], the automobile loan contracts in the pool sold by the seller[s] to the depositor had an aggregate Principal Balance of $[_] representing approximately [_]% of the aggregate Principal Balance of all automobile loan contracts in the pool. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
New | Used | Total | |||
Aggregate Principal Balance | |||||
Number of Automobile Loan Contracts | |||||
Percent of Aggregate Principal Balance | |||||
Average Principal Balance | |||||
Range of Principal Balances | |||||
Weighted Average APR(1) | |||||
Range of APRs | |||||
Weighted Average Remaining Term | |||||
Range of Remaining Terms | |||||
Weighted Average Original Term | |||||
Range of Original Terms |
(1) | Aggregate Principal Balance includes some portion of accrued interest. As a result, the Weighted Average APR of the automobile loan contracts may not be equivalent to the automobile loan contracts’ aggregate yield on the Aggregate Principal Balance. |
Proprietary Credit Score as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Proprietary Credit Score(1) | % of Aggregate Principal Balance(2) | | | ||||
Weighted Average Score |
(1) | Proprietary credit score developed and utilized by Exeter to support the credit approval and pricing process. The scale of the proprietary score is not comparable to a credit bureau score. See “Exeter’s Automobile Financing Program–Credit Underwriting” in this prospectus. |
(2) | Percentages may not add to 100% because of rounding. |
Credit Bureau Score as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Credit Bureau Score(1) | % of Aggregate Principal Balance(2) | ||||||
Weighted Average Score |
(1) | A statistically based score generated by credit reporting agencies. Exeter utilizes TransUnion or Equifax credit reports depending on the location of the obligor. [Credit Bureau Scores are unavailable for accounts representing [_]% of the aggregate Principal Balance of the [initial] automobile loan contracts as of the [statistical calculation date][[initial] cutoff date], and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the aggregate Principal Balance of the accounts based on Credit Bureau Score may be less than the total pool.] |
(2) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Distribution by APR | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | |||||
6.000% to 6.999% | |||||||||
7.000% to 7.999% | |||||||||
8.000% to 8.999% | |||||||||
9.000% to 9.999% | |||||||||
10.000% to 10.999% | |||||||||
11.000% to 11.999% | |||||||||
12.000% to 12.999% | |||||||||
13.000% to 13.999% | |||||||||
14.000% to 14.999% | |||||||||
15.000% to 15.999% | |||||||||
16.000% to 16.999% | |||||||||
17.000% to 17.999% | |||||||||
18.000% to 18.999% | |||||||||
19.000% to 19.999% | |||||||||
20.000% to 20.999% | |||||||||
21.000% to 21.999% | |||||||||
22.000% to 22.999% | |||||||||
23.000% to 23.999% | |||||||||
24.000% to 24.999% | |||||||||
25.000% to 25.999% | |||||||||
26.000% to 26.999% | |||||||||
27.000% to 27.999% | |||||||||
28.000% to 28.999% | |||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Geographic Location | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Other(2) | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | States with aggregate Principal Balances less than [1.00]% of the aggregate Principal Balance of the total pool. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Wholesale LTV(1) Range | % of Aggregate Principal Balance(2) | |||
Weighted Average Wholesale LTV |
(1) | Wholesale LTV is calculated using the total amount financed, which may include taxes, title fees and ancillary products over the wholesale auction value of the financed vehicle at the time the vehicle is financed. The vehicle value at origination is determined by using NADA or “Kelley Blue Book Trade-in” prices for used vehicles or dealer invoice/dealer wholesale price for new vehicles. |
(2) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Vehicle Make | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Other(2) | ||||||||
Total |
(1) | Percentages may not add up to 100% because of rounding. |
(2) | Vehicle Makes with aggregate Principal Balances less than [1.00]% of the aggregate Principal Balance of the total pool. |
Original Term to Scheduled Maturity (Number of Months) | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Remaining Term to Scheduled Maturity (Number of Months) | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Model Year | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | Greater than 0.00% but less than 0.005%. |
Quarter of Origination | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | Greater than 0.00% but less than 0.005%. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
New | Used | Total | |||
Aggregate Principal Balance | |||||
Number of Automobile Loan Contracts | |||||
Percent of Aggregate Principal Balance | |||||
Average Principal Balance | |||||
Range of Principal Balances | |||||
Weighted Average APR(1) | |||||
Range of APRs | |||||
Weighted Average Remaining Term | |||||
Range of Remaining Terms | |||||
Weighted Average Original Term | |||||
Range of Original Terms |
(1) | Aggregate Principal Balance includes some portion of accrued interest. As a result, the Weighted Average APR of the automobile loan contracts may not be equivalent to the automobile loan contracts’ aggregate yield on the Aggregate Principal Balance. |
Proprietary Credit Score as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Proprietary Credit Score(1) | % of Aggregate Principal Balance(2) | | | ||||
Weighted Average Score |
(1) | Proprietary credit score developed and utilized by Exeter to support the credit approval and pricing process. The scale of the proprietary score is not comparable to a credit bureau score. See “Exeter’s Automobile Financing Program–Credit Underwriting” in this prospectus. |
(2) | Percentages may not add to 100% because of rounding. |
Credit Bureau Score as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Credit Bureau Score(1) | % of Aggregate Principal Balance(2) | ||||||
Weighted Average Score |
(1) | A statistically based score generated by credit reporting agencies. Exeter utilizes TransUnion or Equifax credit reports depending on the location of the obligor. [Credit Bureau Scores are unavailable for accounts representing [_]% of the aggregate Principal Balance of the [initial] automobile loan contracts as of the [statistical calculation date][[initial] cutoff date], and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the aggregate Principal Balance of the accounts based on Credit Bureau Score may be less than the total pool.] |
(2) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Distribution by APR | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
6.000% - 6.999% | ||||||||
7.000% - 7.999% | ||||||||
8.000% - 8.999% | ||||||||
9.000% - 9.999% | ||||||||
10.000% - 10.999% | ||||||||
11.000% - 11.999% | ||||||||
12.000% - 12.999% | ||||||||
13.000% - 13.999% | ||||||||
14.000% - 14.999% | ||||||||
15.000% - 15.999% | ||||||||
16.000% - 16.999% | ||||||||
17.000% - 17.999% | ||||||||
18.000% - 18.999% | ||||||||
19.000% - 19.999% | ||||||||
20.000% - 20.999% | ||||||||
21.000% - 21.999% | ||||||||
22.000% - 22.999% | ||||||||
23.000% - 23.999% | ||||||||
24.000% - 24.999% | ||||||||
25.000% - 25.999% | ||||||||
26.000% - 26.999% | ||||||||
27.000% - 27.999% | ||||||||
28.000% - 28.999% | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Geographic Location | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Other(2) | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | States with aggregate Principal Balances less than [1.00]% of the aggregate Principal Balance of the total pool. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Wholesale LTV(1) Range | % of Aggregate Principal Balance(2) | |||
Weighted Average Wholesale LTV |
(1) | Wholesale LTV is calculated using the total amount financed, which may include taxes, title fees and ancillary products over the wholesale auction value of the financed vehicle at the time the vehicle is financed. The vehicle value at origination is determined by using NADA or “Kelley Blue Book Trade-in” prices for used vehicles or dealer invoice/dealer wholesale price for new vehicles. |
(2) | Percentages may not add to 100% because of rounding. |
as of the [Statistical Calculation Date][]Initial] Cutoff Date] [for the Pool Related to Offered Notes with an Aggregate Initial Principal Amount of $[___]]
Vehicle Make | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Other(2) | ||||||||
Total |
(1) | Percentages may not add up to 100% because of rounding. |
(2) | Vehicle Makes with aggregate Principal Balances less than [1.00]% of the aggregate Principal Balance of the total pool. |
Original Term to Scheduled Maturity (Number of Months) | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Remaining Term to Scheduled Maturity (Number of Months) | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Model Year | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | Greater than 0.00% but less than 0.005%. |
Quarter of Origination | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
(2) | Greater than 0.00% but less than 0.005%. |
Maximum Number of Times Ever 30 to 59 Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Maximum Number of Times Ever 60 to 89 Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Maximum Number of Times Ever 90 or Greater Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Maximum Number of Times Ever 30 to 59 Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Maximum Number of Times Ever 60 to 89 Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
Maximum Number of Times Ever 90 or Greater Days Delinquent | Aggregate Principal Balance | % of Aggregate Principal Balance(1) | Number of Automobile Loan Contracts | % of Total Number of Automobile Loan Contracts(1) | ||||
0 | ||||||||
1 | ||||||||
2+ | ||||||||
Total |
(1) | Percentages may not add to 100% because of rounding. |
· | Each automobile loan contract (A) was originated by a dealer and purchased by Exeter from such dealer under an existing dealer agreement or pursuant to a dealer assignment with Exeter and was |
· | Each automobile loan contract complied at the time it was originated or made in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder. |
· | Each automobile loan contract was originated in the United States. |
· | Each automobile loan contract represents the genuine, legal, valid and binding payment obligation of the obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such automobile loan contract may be modified by the application after the [related] cutoff date of the Servicemembers Civil Relief Act, or the Relief Act. |
· | No obligor is the United States of America or any state or any agency, department, subdivision or instrumentality thereof. |
· | At the [related] cutoff date no obligor had been identified on the records of Exeter as being the subject of a current bankruptcy proceeding, other than any obligor, who, at the time of origination, was an obligor who was subject to a bankruptcy proceeding under Chapter 7 or Chapter 13 of the United States Bankruptcy Code, or the Bankruptcy Code. |
· | No automobile loan contract has been satisfied, subordinated or rescinded, and the financed vehicle securing each such automobile loan contract has not been released from the lien of the related automobile loan contract in whole or in part. No terms of any automobile loan contract have been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the receivable file or the servicer’s electronic records. |
· | No automobile loan contract was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such automobile loan contract under any transaction document or pursuant to transfers of the notes. |
· | Each automobile loan contract created or shall create a valid, binding and enforceable first priority security interest in favor of Exeter in the financed vehicle. The lien certificate for each financed vehicle shows, or if a new or replacement lien certificate is being applied for with respect to such financed vehicle the lien certificate will be received within 180 days of the closing date and will show, Exeter named as the original secured party under each automobile loan contract as the holder of a first priority security interest in such financed vehicle. With respect to each automobile loan contract for which the lien certificate has not yet been returned from the registrar of titles, Exeter has applied for or received written evidence from the related dealer that such lien certificate showing Exeter or the holding trust, as applicable, as first lienholder has been applied for and Exeter’s security interest (assigned by Exeter to the depositor pursuant to the purchase agreement) and a third party loan seller’s security interest (assigned by such third party loan seller to the depositor pursuant to the sale agreement[s]) have been validly assigned by the depositor to the issuing entity pursuant to the sale and servicing agreement. |
· | The records of the servicer do not reflect any facts which would give rise to any right of rescission, setoff, counterclaim or defense, including the defense of usury, with respect to any automobile loan contract, or the same being asserted or threatened with respect to such automobile loan contract. |
· | The records of the servicer did not disclose that any default, breach, violation or event permitting acceleration under the terms of any automobile loan contract existed as of the [related] cutoff date (other than payment delinquencies of not more than 30 days) or that any condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any automobile loan contract, and [the seller has not][no seller has] waived any of the foregoing. |
· | At the time of origination of an automobile loan contract by a dealer, each financed vehicle is required to be covered by a comprehensive and collision insurance policy insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. No financed vehicle is insured under a policy of force-placed insurance on the [related] cutoff date. |
· | Each automobile loan contract had a remaining maturity, as of the [related] cutoff date, of not less than [_] months and not more than [_] months. |
· | Each automobile loan contract had an original maturity, as of the [related] cutoff date, of not less than [_] months and not more than [_] months. |
· | Each automobile loan contract had a remaining Principal Balance, as of the [related] cutoff date, of at least $[_] and not more than $[_]. |
· | No automobile loan contract was more than [30] days past due as of the [related] cutoff date. |
· | Each automobile loan contract is denominated in, and each automobile loan contract provides for payment in, United States dollars. |
· | Each automobile loan contract provides for the calculation of interest payable thereunder under the “simple interest” method. |
· | Each automobile loan contract allows for prepayment and partial prepayments without penalty and requires that a prepayment by the related obligor will fully pay the Principal Balance and accrued interest through the date of prepayment based on the automobile loan contract’s annual percentage rate. |
(a) | the [initial] holding trust property includes [_] pools of automobile loan contracts with the characteristics set forth in the table below; |
(b) | all prepayments on the automobile loan contracts each month are made in full at the specified constant percentage of ABS and there are no defaults, losses or repurchases; |
(c) | each scheduled monthly payment on the automobile loan contracts is made on the last day of each month commencing in [_] and each month has 30 days; |
(d) | [the initial principal amount of the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes is equal to the initial principal amount set forth on the front cover of this prospectus [and the initial principal amount of the Class E Notes is $[__]];] |
(e) | [interest accrues on the Class A-1 Notes at [_]% per annum [and the Class A-2-B Notes at a fixed rate of [_]% per annum,] on an [“actual/360” basis];] |
(f) | [interest accrues on the Class A-2-A Notes at [_]% per annum, the Class A-3 Notes at [_]% per annum, the Class B Notes at [_]% per annum, the Class C Notes at [_]% per annum, the Class D Notes at [_]% per annum [and the Class E Notes at [_]% per annum], in each case, on a [“30/360” basis];] |
(g) | payments on the notes are made on the [___] day of each month commencing in [___]; |
(h) | the notes are purchased on [__], 20[_]; |
(i) | the scheduled monthly payment for each automobile loan contract was calculated on the basis of the characteristics described in the following table and in such a way that each automobile loan contract would amortize in a manner that will be sufficient to repay the Principal Balance of that automobile loan contract by its indicated remaining term to maturity; |
(j) | the servicer or the depositor exercises its “clean-up call” option to purchase the automobile loan contracts at the earliest opportunity; |
(k) | [during the revolving period, the revolving account money is used to purchase the subsequent automobile loan contracts at their respective initial Principal Balances on each distribution date to build and maintain a target level of overcollateralization and there are no funds in the revolving account at the end of any distribution date;] |
(l) | [all of the pre-funding account money is used to purchase the subsequent automobile loan contracts;] |
(m) | [the subsequent automobile loan contracts purchased on each distribution date during the [prefunding period]/[revolving period] are assumed to have a gross APR equal to [_]%, which is the gross APR of the initial pool of automobile loan contracts, an original term to maturity equal to [_] months, which is the original term to maturity of the initial pool of automobile loan contracts, and [_] months of seasoning;] |
(n) | principal will be paid on each class of the notes on each distribution date as necessary to build and maintain the required overcollateralization; |
(o) | the servicer receives a monthly servicing fee equal to the product of 1/12 times [_]% times the aggregate Principal Balance of the [initial] automobile loan contracts [plus [_]% times the aggregate Principal Balance of all subsequent automobile loan contracts sold to the issuing entity]; and |
(p) | the only other fees payable from the trust property are payable to [the backup servicer,] the custodian, the asset representations reviewer, the owner trustee and the indenture trustee in the amount of approximately $[___] per month in the aggregate. |
· | [the initial principal amount of the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes is equal to the initial principal amount set forth on the front cover of this prospectus [and the initial principal amount of the Class E Notes is $[__]];] |
· | [interest accrues on the Class A-1 Notes at [_]% per annum [and the Class A-2-B Notes at a fixed rate of [_]% per annum,] on an [“actual/360” basis];] |
· | [interest accrues on the Class A-2-A Notes at [_]% per annum, the Class A-3 Notes at [_]% per annum, the Class B Notes at [_]% per annum, the Class C Notes at [_]% per annum, the Class D Notes at [_]% per annum and the Class E Notes at [_]% per annum, in each case, on a [“30/360” basis];] |
Pool | Aggregate Principal Balance | Gross APR | Next Payment Date | Original Term to Maturity (in Months) | Remaining Term to Maturity (in Months) | |||||
1 | ||||||||||
2 | ||||||||||
3 |
4 | ||||||||||
5 | ||||||||||
6 | ||||||||||
· | [the initial principal amount of the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes is equal to the initial principal amount set forth on the front cover of this prospectus [and the initial principal amount of the Class E Notes is $[__]];] |
· | [interest accrues on the Class A-1 Notes at [_]% per annum [and the Class A-2-B Notes at a fixed rate of [_]% per annum,] on an [“actual/360” basis];] |
· | [interest accrues on the Class A-2-A Notes at [_]% per annum, the Class A-3 Notes at [_]% per annum, the Class B Notes at [_]% per annum, the Class C Notes at [_]% per annum, the Class D Notes at [_]% per annum and the Class E Notes at [_]% per annum, in each case, on a [“30/360” basis];] |
Pool | Aggregate Principal Balance | Gross APR | Next Payment Date | Original Term to Maturity (in Months) | Remaining Term to Maturity (in Months) | |||||
1 | ||||||||||
2 | ||||||||||
3 | ||||||||||
4 | ||||||||||
5 | ||||||||||
6 | ||||||||||
· | multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related distribution date; |
· | adding the results; and |
· | dividing the sum by the related initial principal amount of the note. |
Class A-1 Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class A-2[-A Notes and Class A-2-B] Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class B Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class C Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class D Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
[Class E Notes] | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class A-1 Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class A-2[-A Notes and Class A-2-B] Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class B Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class C Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
Class D Notes | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
[Class E Notes] | ||||||
Distribution Date | 0.00% | 1.00% | 1.50% | 2.00% | 2.50% | 3.00% |
Closing Date | ||||||
Weighted Average Life to Call (Years) | ||||||
Weighted Average Life to Maturity (Years) |
At [insert quarter end date], | At December 31, | ||||||
20[_] | 20[_] | 20[_] | 20[_] | 20[_] | 20[_] | 20[_] | |
Portfolio at end of period(1) | |||||||
Period of Delinquency(2) | |||||||
31 60 days(3) | |||||||
61 90 days | |||||||
91 days or more | |||||||
Total Delinquencies | |||||||
Repossessed Assets | |||||||
Total Delinquencies and Repossessed Assets | |||||||
Total Delinquencies as a Percentage of the Portfolio | |||||||
Total Repossessed Assets as a Percentage of the Portfolio | |||||||
Total Delinquencies and Repossessed Assets as a Percentage of the Portfolio |
(1) | All amounts and percentages are based on the Principal Balances of the automobile loan contracts. |
(2) | Exeter considers an automobile loan contract delinquent when more than [10]% of a contractual payment remains unpaid by the due date. The period of delinquency is based on the number of days that more than [10]% of the contractual payment that was due on an automobile loan contract on a prior due date remained unpaid after that due date. |
(3) | Amounts shown do not include automobile loan contracts which are less than 31 days delinquent. |
[__] Months Ended [Insert quarter end date], | Fiscal Year Ended December 31, | ||||||
20[_] | 20[_] | 20[_] | 20[_] | 20[_] | 20[_] | 20[_] | |
Period End Principal Outstanding(1) | |||||||
Average Month End Amount Outstanding During the Period(1) | |||||||
Net Charge Offs(2) | |||||||
Net Charge Offs as a Percentage of Period End Principal Outstanding(3) | |||||||
Net Charge Offs as a Percentage of Average Month End Amount Outstanding(3) |
(1) | All amounts and percentages are based on the Principal Balances of the automobile loan contracts. |
(2) | Net charge offs equal gross charge offs minus recoveries. Gross charge-offs do not include unearned finance charges and other fees. Recoveries include repossession proceeds received from the sale of repossessed financed vehicles net of repossession expenses, refunds of unearned premiums from credit life and credit accident and health insurance and extended service contract costs obtained and financed in connection with the vehicle financing and recoveries from obligors on deficiency balances [and matured loan balances]. |
(3) | Results for the [__] months ended [___], 20[_] and [___], 20[_] are annualized and are not necessarily indicative of a full year’s actual results. |
· | for the Class A-1 Notes, [__], 20[_]; |
· | for the Class A-2[-A] Notes, [__], 20[_]; |
· | [for the Class A-2-B Notes, [__], 20[_];] |
· | for the Class A-3 Notes, [__], 20[_]; |
· | for the Class B Notes, [__], 20[_]; |
· | for the Class C Notes, [__], 20[_]; [and] |
· | for the Class D Notes, [__], 20[_][; and] |
· | [for the Class E Notes, [__], 20[_]]. |
· | for the Class A-1 Notes, [__], 20[_]; |
· | for the Class A-2[-A] Notes, [__], 20[_]; |
· | [for the Class A-2-B Notes, [__], 20[_];] |
· | for the Class A-3 Notes, [__], 20[_]; |
· | for the Class B Notes, [__], 20[_]; |
· | for the Class C Notes, [__], 20[_]; [and] |
· | for the Class D Notes, [__], 20[_][; and] |
· | first, the Class A-1 Notes will amortize, until they are paid in full; |
· | once the Class A-1 Notes are paid in full, the Class A-2 Notes will begin to amortize, until they are paid in full; |
· | once the Class A-2 Notes are paid in full, the Class A-3 Notes will begin to amortize, until they are paid in full; |
· | once the Class A-3 Notes are paid in full, the Class B Notes will begin to amortize, until they are paid in full; |
· | once the Class B Notes are paid in full, the Class C Notes will begin to amortize, until they are paid in full; [and] |
· | once the Class C Notes are paid in full, the Class D Notes will begin to amortize, until they are paid in full[; and |
· | once the Class D Notes are paid in full, the Class E Notes will begin to amortize, until they are paid in full]. |
1. | default in the payment of interest when it becomes due and payable on (i) the Class A Notes, (ii) if no Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes or (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the Class E Notes, which default, in each case, remains uncured for five days; provided, however, that if such payment default shall have been caused by a Force Majeure Event, the five day cure period shall be extended for an additional [60] calendar days; |
2. | default in the payment of principal of any note when the same becomes due and payable on its final scheduled distribution date; provided, however, that if such payment default shall have been caused by a Force Majeure Event, such default shall not constitute an “event of default” for an additional [60] calendar days; |
3. | default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture (other than a default in the payment of principal of or interest on any note when due) which default materially and adversely affects the rights of the noteholders, and which default shall continue unremedied for a period of [45] days (or for such longer period, not in excess of [90] days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within [90] days or less and the servicer on behalf of the owner trustee delivers an officer’s certificate to the indenture trustee to the effect that such default is capable of remedy within [90] days or less and |
that the issuing entity has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the giving of written notice to the issuing entity and the indenture trustee, by the holders of at least [25]% of the voting rights of the notes Outstanding or to the issuing entity by the indenture trustee, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the indenture; provided, however, that if such default shall have been caused by a Force Majeure Event, the [45] day cure period shall be extended for an additional [60] calendar days; |
4. | any representation or warranty of the issuing entity made in the indenture, any transaction document or in any certificate or any other writing delivered pursuant to the indenture or in connection with the indenture proving to have been incorrect at the time it was made, which failure materially and adversely affects the rights of the noteholders and which default shall continue unremedied for a period of [45] days (or for such longer period, not in excess of [90] days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within [90] days or less and the servicer on behalf of the owner trustee delivers an officer’s certificate to the indenture trustee to the effect that such default is capable of remedy within [90] days or less and that the issuing entity has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the giving of written notice to the issuing entity and the indenture trustee, by the holders of at least [25]% of the voting rights of the notes Outstanding or to the issuing entity by the indenture trustee, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the indenture; provided, however, that if such default shall have been caused by a Force Majeure Event, the [45] day cure period shall be extended for an additional [60] calendar days; |
5. | the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the issuing entity or any substantial part of the trust estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the issuing entity or for any substantial part of the trust estate, or ordering the winding-up or liquidation of the issuing entity’s affairs, and such decree or order shall remain unstayed and in effect for [60] consecutive days; and |
6. | the commencement by the issuing entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the issuing entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the issuing entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the issuing entity or for any substantial part of the trust estate, or the making by the issuing entity of any general assignment for the benefit of creditors, or the failure by the issuing entity generally to pay its debts as such debts become due, or the taking of action by the issuing entity in furtherance of any of the foregoing |
· | DTC or Exeter advises the indenture trustee in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the book-entry notes and Exeter is unable to locate a qualified successor; or |
· | after the occurrence of an event of default, the noteholders evidencing at least a majority of the principal amount of the most senior class of notes then outstanding advise the indenture trustee |
(a) | the amount of the distribution(s) allocable to interest[ including LIBOR for the related interest period]; |
(b) | the amount of the distribution(s) allocable to principal; |
(c) | each class of notes’ aggregate outstanding principal amount and pool factor, before and after considering all payments reported under (b) above on that date; |
(d) | the related Noteholders’ Interest Carryover Amount (as defined in the Glossary), if any, and the change in that amount from the preceding statement; |
(e) | the servicing fee paid for the related calendar month; |
(f) | the amounts paid to the owner trustee, the indenture trustee, the asset representations reviewer[, the backup servicer] and the custodian for the related calendar month; |
(g) | [any amounts paid to or received from the hedge counterparty for the related period;] |
(h) | the balance of the reserve account[, the pre-funding account][ and the revolving account], before and after considering all distributions and deposits to be made on the related distribution date; |
(i) | the number of automobile loan contracts and the Pool Balance as of the close of business on the first and last day of the preceding collection period; |
(j) | the amount of the aggregate realized losses on the automobile loan contract pool, if any, for the related period; |
(k) | delinquency and loss information with respect to the automobile loan contracts for the related collection period; |
(l) | any material change in practices with respect to charge-offs, collection and management of delinquent automobile loan contracts during the related collection period; |
(m) | any material modifications, extensions or waivers to automobile loan contracts terms, fees, penalties or payments during the related collection period; |
(n) | whether a delinquency trigger has occurred as of the end of the related collection period; |
(o) | the aggregate Purchase Amounts for automobile loan contracts, if any, that were repurchased by the servicer, the sponsor or the depositor during the related calendar month; [and] |
(p) | the amount of the distribution(s) payable out of amounts withdrawn from the Reserve Account[; and] |
(q) | [during the [revolving period][pre-funding period], the amount on deposit in the [revolving account][pre-funding account] and the amount of subsequent automobile loan contracts purchased by the issuing entity]. |
• | the [___], 20[_] [NOTE: insert date not later than three years from the closing date] distribution date (after giving effect to distributions on that date); and |
• | the date on which an early amortization event, as set forth in “—Early Amortization Events” below, occurs (prior to taking into consideration any distributions on that date if such date is a distribution date). |
• | [the Three-Month Rolling Average Delinquency Ratio (as defined in the Glossary) exceeds [_]%;] |
• | [the Three-Month Rolling Average Annualized Net Loss Ratio (as defined in the Glossary) exceeds [_]%;] |
• | with respect to [_] consecutive distribution dates, funds are on deposit in the revolving account in an amount greater than [_]% of the Pool Balance as of the initial cutoff date, then at the end of the first two consecutive distribution dates after taking into consideration the subsequent automobile loan contracts purchased by the issuing entity on each such distribution date and funds that are expected to be on deposit in the revolving account in an amount greater than [_]% of the Pool Balance as of the initial cutoff date at the end of the third distribution date (calculated as of the related determination date) after taking into consideration the subsequent automobile loan contracts scheduled to be purchased on the third distribution date; or |
• | a servicer termination event under the sale and servicing agreement has occurred. |
(a) | collect all payments due on the automobile loan contracts which are part of the holding trust property; and |
(b) | make collections on the automobile loan contracts using the same collection procedures that it follows with respect to automobile loan contracts that it services for itself and others. |
· | collecting and posting all payments; |
· | responding to obligor inquiries on the related automobile loan contracts; |
· | investigating delinquencies; |
· | sending billing statements to obligors; |
· | reporting tax information to obligors; |
· | paying collection and disposition costs with respect to defaulted accounts; |
· | monitoring the collateral; |
· | administering the automobile loan contracts; |
· | complying with the terms of the lockbox account agreement; |
· | accounting for collections and furnishing statements to the indenture trustee with respect to distributions; |
· | paying certain taxes; |
· | paying accounting fees; |
· | paying outside auditor fees; and |
· | paying data processing costs. |
· | information necessary to enable the indenture trustee to make the required distributions on the related distribution date; |
· | the amount of aggregate collections on the automobile loan contracts during the preceding calendar month; |
· | the aggregate Purchase Amounts (as defined in the Glossary) of automobile loan contracts purchased by the depositor and Exeter during the preceding calendar month; and |
· | the aggregate amount of Net Liquidation Proceeds (as defined in the Glossary) during the preceding calendar month. |
1. | [to the hedge counterparty, net payments (excluding swap termination payments), if any, then due to it under the interest rate swap transaction;] |
2. | to the servicer, the servicing fee for the related calendar month, any supplemental servicing fees for the related calendar month and, to the extent the servicer has not reimbursed itself or to the extent not retained by the servicer, other amounts relating to mistaken deposits, postings or checks returned for insufficient funds; to Exeter, to the extent available, any amounts paid by the borrowers during the preceding calendar month that [were deposited in the lockbox account but that] do not relate to principal payments, interest payments or extension fees due on the automobile loan contracts; and to any successor servicer, transition fees not to exceed $[__] (including boarding fees) in the aggregate; |
3. | to each of the indenture trustee, the custodian, the owner trustee[, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed)] and the asset representations reviewer, any accrued and unpaid fees, expenses and indemnities then due to each of them (to the extent Exeter has not previously paid those fees, expenses and indemnities), and provided that such fees, expenses and indemnities shall not exceed (i) $[__] in the aggregate in any calendar year to the owner trustee, (ii) $[__] in the aggregate in any calendar year to the custodian[, (iii) $[__] in the aggregate in any calendar year to the indenture trustee and the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed)] and ([iv]) $[__] [each month][in the aggregate in any calendar year] to the asset representations reviewer; |
4. | [pari passu, (i)] to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount (as defined in the Glossary) payable on the Class A Notes for payment pari passu to the holders of the Class A-1 Notes, Class A-2[-A] Notes[, the Class A-2-B Notes] and Class A-3 Notes[, and (b) to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the interest rate swap agreement)]; |
5. | [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary to reduce the principal amount of the Class A Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
6. | to the note distribution account, to make a payment of the remaining note principal amount of any Class A Notes on its respective final scheduled distribution date; |
7. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class B Notes; |
8. | [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses [5] and [6] above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
9. | to the note distribution account, to make a payment of the remaining note principal amount of the Class B Notes on its final scheduled distribution date; |
10. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class C Notes; |
11. | [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses [5], [6], [8] and [9] above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
12. | to the note distribution account, to make a payment of the remaining note principal amount of the Class C Notes on its final scheduled distribution date; |
13. | to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class D Notes; |
14. | [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses [5], [6], [8], [9], [11] and [12] above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
15. | to the note distribution account, to make a payment of the remaining note principal amount of the Class D Notes on its final scheduled distribution date; |
16. | [to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class E Notes;] |
17. | [[after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses [5], [6], [8], [9], [11], [12], [14] and [15] above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal;”] |
18. | [to the note distribution account, to make a payment of the remaining note principal amount of the Class E Notes on its final scheduled distribution date;] |
19. | to the reserve account, an amount necessary to cause the amount deposited therein to equal the specified reserve account amount; |
20. | to the note distribution account, to make a payment of the Principal Payment Amount which amount will be paid out as described above under “Description of the Notes—Payments of Principal;” |
21. | to pay each of the indenture trustee, the custodian, the owner trustee, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed) and any successor servicer, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in the sale and servicing agreement; and |
22. | to pay all remaining amounts to the certificate distribution account for further distribution to the certificateholders. |
1. | to the servicer, [the hedge counterparty,] the owner trustee, the indenture trustee, the custodian[, the backup servicer (including the backup servicer in its capacity as successor servicer if so appointed)] and the asset representations reviewer, certain amounts due and owing to such entities, pursuant to the priorities set forth at clauses [1, 2 and 3] under “—Distribution Date Payments” above, ratably, without preference or priority of any kind and without regard to the caps set forth in clauses [2] and [3] “—Distribution Date Payments” above; |
2. | to the Class A noteholders, for amounts due and unpaid on the notes for interest; |
3. | to the Class A noteholders, for amounts due and unpaid on the notes for principal, first, to the noteholders of the Class A-1 Notes until they are paid in full and, second, to the noteholders of the Class A-2[-A] Notes[, Class A-2-B Notes] and Class A-3 Notes, ratably without preference or priority, until they are paid in full, until the Class A Notes are paid in full; |
4. | to the Class B noteholders, for amounts due and unpaid on the notes for interest; |
5. | to the Class B noteholders, for amounts due and unpaid on the notes for principal, until the Class B Notes are paid in full; |
6. | to the Class C noteholders, for amounts due and unpaid on the notes for interest; |
7. | to the Class C noteholders, for amounts due and unpaid on the notes for principal, until the Class C Notes are paid in full; |
8. | to the Class D noteholders, for amounts due and unpaid on the notes for interest; |
9. | to the Class D noteholders, for amounts due and unpaid on the notes for principal, until the Class D Notes are paid in full; |
10. | [to the Class E noteholders, for amounts due and unpaid on the notes for interest;] |
11. | [to the Class E noteholders, for amounts due and unpaid on the notes for principal, until the Class E Notes are paid in full;] and |
12. | to pay all remaining amounts to the certificate distribution account for further distribution to the certificateholders. |
Fee | General Purpose of the Fee | Amount or Calculation of Fee | ||
1. Servicer Fee | Compensation to the servicer for services provided pursuant to the transaction documents. | If Exeter [or the backup servicer] is the servicer, with respect to any collection period, [the sum of (A)] [_]% times the aggregate Principal Balance of the automobile loan contracts as of the opening of business on the first day of the collection period (or in the case of the first distribution date, as of [__], 20[_]) times one-twelfth, [plus (B) [_]% times the aggregate Principal Balance of all subsequent automobile loan contracts sold to the issuing entity during the related collection period times the number of days during that collection period that the subsequent automobile loan contracts were owned by the issuing entity divided by 360]. | ||
2. Indenture Trustee Fee | Compensation to the indenture trustee for services provided pursuant to the transaction documents. | [To be provided for each transaction] | ||
3. Owner Trustee Fee | Compensation to the owner trustee for services provided pursuant to the transaction documents. | [To be provided for each transaction] | ||
[4. Backup Servicer Fee] | [Compensation to the backup servicer for services provided pursuant to the transaction documents.] | [To be provided for each transaction] | ||
5. Custodian Fee | Compensation to the custodian for services provided pursuant to the transaction documents. | The aggregate of all fees and expenses paid by the custodian to the sub-custodians. | ||
6. Asset Representations Reviewer Fee | Compensation to the asset representations reviewer for serving in that role. | [To be provided for each transaction] | ||
7. Asset Representations Reviewer Fee (Review Fees) | Compensation to the asset representations reviewer for conducting reviews pursuant to the asset representations review agreement. | [To be provided for each transaction] | ||
[5. Hedge Counterparty Fee] | [Net amounts payable to the hedge counterparty under any interest rate swap agreement and termination payments that are due and payable to the hedge counterparty pursuant to the interest rate swap agreement.] | [To be provided for each transaction] |
· | the application of excess cashflow, which is the amount by which the interest paid by the obligors exceeds the interest earned on the notes and other fees and expenses of the issuing entity; |
· | overcollateralization, which is the excess of the Pool Balance [plus amounts on deposit in the [revolving account][pre-funding account]] over the aggregate principal amount of the notes; |
· | amounts on deposit in the reserve account; and |
· | the subordination of each class, if any, that is junior in its right to receive payments of principal and interest to the related class of Notes. |
· | first, [by the holders of the Class E Notes, to the extent amounts are due to them; |
· | second,] by the holders of the Class D Notes, to the extent amounts are due to them; |
· | third, by the holders of the Class C Notes, to the extent amounts are due to them; |
· | fourth, by the holders of the Class B Notes, to the extent amounts are due to them; and |
· | fifth, by the holders of the Class A-3 Notes, Class A-2 Notes and Class A-1 Notes, to the extent amounts are due to them, in that order (except as described under “Description of the Transaction Documents—Distributions—Distribution Date Payments after an Event of Default”). |
• | [failure by the issuing entity or the hedge counterparty to make payments due under any hedge transaction; |
• | the occurrence of certain bankruptcy and insolvency events of the issuing entity or the hedge counterparty; |
• | the merger by either the issuing entity or hedge counterparty if the successor entity does not assume the obligations of such party under the [interest rate swap transaction][interest rate cap transaction]; and |
• | with respect to the hedge counterparty, and to the extent set forth in the [interest rate swap transaction][interest rate cap transaction], the issuing entity, its breach of certain obligations under the [interest rate swap transaction][interest rate cap transaction], certain breaches or failures to perform by the hedge counterparty’s credit support provider, certain misrepresentations under the [interest rate swap transaction][interest rate cap transaction] or the occurrence of a default under certain other agreements to which it is a party.] |
• | [illegality of the transactions contemplated by the [interest rate swap transaction][interest rate cap transaction]; |
• | the occurrence of certain tax events, including certain tax events upon the merger of either the hedge counterparty or the issuing entity; |
• | the issuing entity or any affiliate of the issuing entity makes certain amendments to any transaction document without the prior consent of the hedge counterparty if such amendment could have a materially adverse effect on the hedge counterparty; |
• | any redemption, acceleration or other prepayment in full, but not in part, of the notes under the indenture or any event of default under the indenture that results in certain rights or remedies being exercised with respect to the collateral; |
• | failure of the hedge counterparty to assign the [interest rate swap transaction][interest rate cap transaction] to an eligible counterparty if it determines in good faith that it is unable to provide the financial information required by Regulation AB; or |
• | failure of the hedge counterparty to maintain its credit rating at certain levels required by the [interest rate swap transaction][interest rate cap transaction], which failure may not constitute a termination event if the hedge counterparty maintains certain minimum credit ratings and, among other things, either posts collateral pursuant to the credit support annex or assigns its rights and obligations under the [interest rate swap transaction][interest rate cap transaction] to a substitute hedge counterparty with an acceptable rating.] |
· | the servicer’s failure to deliver any required payment to the indenture trustee for distribution to the noteholders, which failure continues unremedied for more than two business days (or, in the case of certain amounts relating to a receivable that has been purchased by the initial servicer or repurchased by [the][each] seller, one business day) after written notice from the indenture trustee or after discovery of such failure by a responsible officer of the servicer; provided, however, that if any such delay or failure of performance shall have been caused by a Force Majeure Event, such two business day grace period shall be extended for an additional [sixty (60)] calendar days; |
· | the servicer’s failure to observe or perform in any respect any other covenant or agreement under the sale and servicing agreement, which failure (i) materially and adversely affects the rights of the noteholders and (ii) continues unremedied for [45] days after knowledge thereof by the servicer or after the indenture trustee gives the servicer written notice of such failure; provided, that no servicer termination event will result from the breach by the servicer of any covenant for which (A) the purchase of the affected automobile loan contract is specified as the sole remedy pursuant to the sale and servicing agreement and (B) such purchase of the affected automobile loan contract has been consummated; provided further, however, that if any such delay or failure of performance shall have been caused by a Force Majeure Event, such [45] day grace period shall be extended for an additional [sixty (60)] calendar days; |
· | the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the servicer and the continuance of any such decree or order unstayed and in effect for a period of [sixty (60)] |
· | the commencement by the servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the servicer or of any substantial part of its property or the making by the servicer of an assignment for the benefit of creditors or the failure by the servicer generally to pay its debts as such debts become due or the taking of corporate action by the servicer in furtherance of any of the foregoing; or |
· | any servicer representation, warranty or statement proves to be incorrect in any material respect, and the incorrectness of such representation, warranty or statement has a material adverse effect on the issuing entity, the holding trust or the noteholders, and the circumstances or conditions in respect of which the representation, warranty or statement was incorrect shall not have been eliminated or cured within [45] days after the servicer has knowledge thereof or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the servicer by the indenture trustee; provided, however, if any circumstance or condition in respect of which such representation, warranty or statement was incorrect shall have been caused by a Force Majeure Event, such [45] day grace period shall be extended for an additional [sixty (60)] calendar days. |
· | at any time, the indenture trustee shall cease to be eligible under the indenture; |
· | a court of competent jurisdiction shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or ordering the winding-up or liquidation of the indenture trustee’s affairs; |
· | an involuntary case under the federal bankruptcy laws or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the indenture trustee and such case is not dismissed within 60 days; |
· | the indenture trustee commences a voluntary case under any federal or state banking or bankruptcy laws, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in the furtherance of the foregoing; or |
· | the indenture trustee otherwise becomes incapable of acting. |
· | the maturity or other liquidation of the last automobile loan contract and the disposition of any amounts received upon liquidation of any remaining automobile loan contracts; and |
· | the final payment to noteholders. |
Collection Period | Delinquency Trigger Rate | |
[1-12] | [_]% | |
[13-24] | [_]% | |
[25-36] | [_]% | |
[37-48] | [_]% | |
[49+] | [_]% |
• | a statement that the issuing entity received a communication request, |
• | the date the request was received, |
• | the name of the requesting noteholder, |
• | a statement that the requesting noteholder is interested in communication with other noteholders about the possible exercise of rights under the transaction documents, and |
• | a description of the method by which the other noteholders may contact the requesting noteholder. |
1. | depositing with the related Department of Motor Vehicles or analogous state office a properly endorsed certificate of title for the vehicle showing the secured party as legal owner or lienholder on the vehicle; |
2. | in those states that permit electronic recordation of liens, submitting for an electronic recordation, by either a third-party service provider or the relevant state registrar of titles, which indicates that the lien of the secured party on the vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state; |
3. | filing a sworn notice of lien with the related Department of Motor Vehicles or analogous state office and noting the lien on the certificate of title; or |
4. | if the vehicle has not been previously registered, filing an application in usual form for an original registration together with an application for registration of the secured party as legal owner or lienholder, as the case may be. |
· | mechanic's, repairmen's and garagemen's liens; |
· | motor vehicle accident liens; |
· | towing and storage liens; |
· | liens arising under various state and federal criminal statutes; and |
· | liens for unpaid taxes. |
· | the unpaid Principal Balance of the automobile loan contract; |
· | accrued interest on the automobile loan contract; |
· | the secured party's reasonable expenses for repossessing, holding, and preparing the collateral for sale and arranging for its sale (where allowed by law), plus, in some jurisdictions, reasonable attorneys' fees and legal expenses; or |
· | in some other states, by paying the delinquent installments on the unpaid Principal Balance on the automobile loan contracts. |
· | the Truth-in-Lending Act; |
· | the Equal Credit Opportunity Act; |
· | the Federal Trade Commission (FTC) Act; |
· | the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act; |
· | the Fair Debt Collection Practices Act; |
· | the Dodd-Frank Wall Street Reform and Consumer Protection Act; |
· | the Magnuson-Moss Warranty Act; |
· | the Consumer Financial Protection Bureau's Regulations B and Z; |
· | the Gramm-Leach-Bliley Act; |
· | the Servicemembers Civil Relief Act; |
· | the Telephone Consumer Protection Act of 1991; |
· | state adaptations of the Uniform Consumer Credit Code; |
· | state motor vehicle retail installment sale and loan acts; |
· | state "lemon" laws; and |
· | other similar laws. |
· | require the issuing entity and holding trust, as assignee of the sponsor and the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the related automobile loan contracts; or |
· | if the issuing entity were a covered subsidiary, require the indenture trustee for the related notes to go through an administrative claims procedure to establish its rights to payments on the notes; or |
· | request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against the sponsor or a covered subsidiary (including the issuing entity or the holding trust); or |
· | repudiate the sponsor's ongoing servicing obligations under a servicing agreement, such as its duty to collect and remit payments or otherwise service the automobile loan contracts; or |
· | prior to any such repudiation of the sale and servicing agreement, prevent any of the indenture trustee or the noteholders from appointing a successor servicer. |
· | a U.S. holder must include the full amount of each interest payment in income as it accrues; and |
· | the premium must be allocated to the principal distributions on the premium note and when each distribution is received a loss equal to the premium allocated to the distribution will be recognized. |
· | each clearing system, bank or other financial institution that holds notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and |
· | such beneficial owner complies with applicable certification requirements. |
· | whether the investment is for the exclusive benefit of plan participants and their beneficiaries; |
· | whether the investment satisfies the applicable diversification requirements; |
· | whether the investment is in accordance with the documents and instruments governing the plan; |
· | whether the fiduciary has the authority to make the investment; |
· | the tax effects of the investment; and |
· | whether the investment is prudent, considering the nature of the investment. |
· | Prohibited Transaction Class Exemption, (PTCE), 84-14, regarding transactions negotiated by qualified professional asset managers; |
· | PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts; |
· | PTCE 91-38, regarding transactions entered into by bank collective investment funds; |
· | PTCE 95-60, regarding transactions entered into by insurance company general accounts; |
· | PTCE 96-23, regarding transactions effected by in-house asset managers; or |
· | the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for certain prohibited transactions between a plan and a person or entity that is a party in interest to such plan solely by reason of providing services to the plan or a relationship to such a service provider (other than a party in interest that is a fiduciary with respect to the investment of the assets of the plan involved in the transaction, or an affiliate of any such fiduciary), provided that the plan pays no more than and receives no less than adequate consideration in connection with the transaction. |
Class | Assumed Interest Rate | Fair Value ($) | Fair Value (%) | |||
Class A | ||||||
Class B | ||||||
Class C | ||||||
Class D | ||||||
[Class E] | ||||||
Residual Interest Certificates[*] | ||||||
Total |
[* | As of the closing date, the depositor will retain [_]% of the residual interest certificates, which will have a fair value of $[___] and will represent approximately [_]% of the fair value of all interests in the issuing entity.] |
· | Level 1 – inputs include quoted prices for identical instruments and are the most observable. |
· | Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and |
· | Level 3 – inputs include data not observable in the market and reflect management judgement about the assumptions market participants would use in pricing the instrument. |
· | All structuring assumptions detailed under "Yield and Prepayment Considerations," except the assumptions described in clauses [(_)], [(_)] and [(_)]. |
· | Note interest accrues at the rates described above. |
· | The automobile loan contracts prepay at a rate of [_]% ABS. |
· | The pool experiences a lifetime cumulative net loss rate of [_]% and these losses are incurred based on the following timing curve: |
Month | Cumulative Net Loss | Month | Cumulative Net Loss | Month | Cumulative Net Loss |
· | Cash flows received on the residual interest are discounted at [_]%. |
· | The recovery rate on charged-off automobile loan contracts is [_]%. |
· | The recovery lag on charged-off automobile loan contracts is [_] months. |
· | Neither the servicer nor the depositor exercises its “clean-up call” option to purchase the automobile loan contracts at the earliest opportunity. |
· | The assumed ABS rate was estimated considering the voluntary prepayment rate experienced on certain of the sponsor’s prior securitized pools, as well as the voluntary prepayment rate that is expected to be assumed when the interest rates on the notes are established on the date of pricing. |
· | The lifetime cumulative net loss assumption is [_]%. This was determined by the sponsor based on the performance of prior securitized pools, the composition of the pool for this securitization, trends in motor vehicle values, economic conditions and the median loss assumptions employed by the hired NRSROs. The cumulative net loss assumption represents the expected cumulative gross defaults reduced by expected recoveries. |
· | Due to the lack of an actively traded market in residual interests similar to the residual interest in the issuing entity, the discount rate is determined based on an expected market yield derived using qualitative factors which take into account the first loss exposure of the residual interest cash flows and the credit risk of the automobile loan contracts. |
· | The recovery rate and recovery lag are estimated based on the performance of prior securitized pools and assumptions employed by the hired NRSROs. |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and |
(b) | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
(a) | the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”); and |
(b) | the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes. |
Underwriters | Principal Amount of Class A-1 Notes(1) | Principal Amount of Class A-2[-A] Notes(2) | [Principal Amount of Class A-2-B Notes(2)] | Principal Amount of Class A-3 Notes(1) | Principal Amount of Class B Notes(1) | Principal Amount of Class C Notes(1) | Principal Amount of Class D Notes(1) |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[___] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
Total | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] | $[__] |
[(1) | If the aggregate initial principal amount of the publicly offered notes is $[__]. If the aggregate initial principal amount of the publicly offered notes is $[__], the principal amount of the Class A-1 Notes will be $[__], the principal amount of the Class A-3 Notes will be $[__], the principal amount of the Class B Notes will be $[__], the principal amount of the Class C Notes will be $[__] and the principal amount of the Class D Notes will be $[__].] |
[(2) | The allocation of the principal amount between the Class A-2-A and the Class A-2-B Notes will be determined on or before the date of pricing. [The]/[If the aggregate initial principal amount of the publicly offered notes is $[__], the] aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes is $[__]. [If the aggregate initial principal amount of the publicly offered notes is $[__], the aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes is $[__].] |
Underwriting Discount | Net Proceeds to the Depositor(1) | Selling Concessions Not to Exceed(2) | Reallowance Not to Exceed | ||||
Class A-1 Notes | [_]% | [_]% | [_]% | [_]% | |||
Class A-2[-A] Notes | [_]% | [_]% | [_]% | [_]% | |||
[Class A-2-B Notes] | [_]% | [_]% | [_]% | [_]% | |||
Class A-3 Notes | [_]% | [_]% | [_]% | [_]% | |||
Class B Notes | [_]% | [_]% | [_]% | [_]% | |||
Class C Notes | [_]% | [_]% | [_]% | [_]% | |||
Class D Notes | [_]% | [_]% | [_]% | [_]% |
· | accessories; |
· | insurance premiums; |
· | service contracts; |
· | debt cancellation coverage; |
· | car club and warranty contracts; and |
· | other items customarily financed as part of motor vehicle retail installment sale contracts or promissory notes, and related costs. |
(2) | all Purchase Amounts deposited in the collection account, reserve account and note distribution account with respect to the related collection period, |
(3) | income on investments earned on amounts on deposit in the collection account, reserve account and note distribution account for the related collection period; |
(4) | the proceeds of any liquidation of the assets of the holding trust, other than Net Liquidation Proceeds; |
(5) | the proceeds of any purchase or sale of assets of the holding trust pursuant to the exercise by the servicer or the depositor of its “clean-up call” option to purchase the automobile loan contracts; |
(6) | amounts in excess of the amount required to be on deposit in the reserve account that are released from the reserve account[; |
(7) | any remaining funds on deposit in the [revolving account][pre-funding account] at the termination of the [revolving period][pre-funding period];] |
(8) | any amounts received by the issuing entity pursuant to the [interest rate cap agreement][interest rate swap agreement] (less any amounts used to enter into a replacement [interest rate cap agreement][interest rate swap agreement])]. |
· | the excess of the automobile loan contract’s Principal Balance immediately prior to the order over the automobile loan contract’s Principal Balance as reduced; and/or |
· | if the court issued an order reducing the effective interest rate on the automobile loan contract, the excess of the automobile loan contract Principal Balance immediately prior to the order over the automobile loan contract’s net present value—using as the discount rate the higher of the APR on the automobile loan contract or the rate of interest, if any, specified by the court in the order—of the scheduled payments as so modified or restructured. |
Measurement Date | Trigger Level |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
End of [__], 20[_] Collection Period | [_]% |
· | on the last day of the collection period, if as of that date, more than [10]% of any scheduled automobile loan contract payment remains unpaid for 120 days or more from the date for such payment and the related financed vehicle has not been repossessed; |
· | the related financed vehicle has been repossessed and the servicer has either liquidated such financed vehicle or held such financed vehicle in its inventory for more than 60 days [(or up to 90 days subject to the servicer’s modification of the Servicing and Collections Calls Policy applicable to its serviced portfolio of motor vehicle installment sales contracts and installment loans)] at month-end; or |
· | is otherwise required to be charged-off or is deemed uncollectible by the servicer in accordance with the servicer’s Servicing and Collections Calls Policy. |
(1) | proceeds from the disposition of the underlying financed vehicles; |
(2) | any related insurance proceeds; |
(3) | other moneys received from the obligor that are allocable to principal and interest due under the automobile loan contract; |
(4) | the servicer’s reasonable out of pocket costs, including repossession and resale expenses not already deducted from the proceeds, and any amounts required to be remitted to the obligor by law. |
(1) | the Amount Financed; |
(2) | the sum of: |
(a) | that portion of all amounts received on or prior to that date and allocable to principal according to the automobile loan contract’s terms; |
(b) | any Cram Down Losses for the automobile loan contract accounted for as of that date. |
(1) | the aggregate principal amount of the notes on that distribution date (after giving effect to any payments under clauses 1 through [18] under “Description of the Transaction Documents—Distributions—Distribution Date Payments”); and |
(2) | an amount equal to (a) the sum of (i) the aggregate principal amount of the notes on that distribution date (after making payments under clauses [5], [6], [8], [9], [11], [12], [14], [15], [17] and [18] under “Description of the Transaction Documents—Distributions—Distribution Date Payments”) plus (ii) the Target Overcollateralization Amount, minus (b) the Pool Balance. |
This Annex contains static pool information about prior pools of automobile loan contracts that were securitized in transactions sponsored by Exeter as part of its EART platform during the past [five] years. The first section of this Annex presents summary information about the prior securitization pools, including original pool characteristics, the distribution of automobile loan contracts by credit bureau score at origination, custom score at origination, APR and the top five geographic locations of obligors. In the second section of this Annex, certain historical performance data for each prior pool is presented, including Cumulative Gross Losses, Cumulative Net Losses, Delinquencies, Prepayment (ABS) Speeds and Pool Factors for each securitization for each month since its closing date. Graphical representations of historical [Cumulative Gross Losses, Cumulative Net Losses, Delinquencies and Prepayment (ABS) Speeds] are presented following the tabular data.
Securitization | Number of Automobile Loans | Aggregate Principal Balance | Average Loan Balance | Weighted Average APR | Weighted Average Original Term | Weighted Average Credit Bureau Score(1) | Geographic Concentration of Top Five States |
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] | |||||||
EART 20[_]-[_] |
Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
0 | |||||||||||
1 | |||||||||||
2 | |||||||||||
3 | |||||||||||
4 | |||||||||||
5 | |||||||||||
6 | |||||||||||
7 | |||||||||||
8 | |||||||||||
9 | |||||||||||
10 | |||||||||||
11 | |||||||||||
12 | |||||||||||
13 | |||||||||||
14 | |||||||||||
15 | |||||||||||
16 | |||||||||||
17 | |||||||||||
18 | |||||||||||
19 | |||||||||||
20 | |||||||||||
21 | |||||||||||
22 | |||||||||||
23 | |||||||||||
24 | |||||||||||
25 | |||||||||||
26 | |||||||||||
27 | |||||||||||
28 |
Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
0 | |||||||||||
1 | |||||||||||
2 | |||||||||||
3 | |||||||||||
4 | |||||||||||
5 | |||||||||||
6 | |||||||||||
7 | |||||||||||
8 | |||||||||||
9 | |||||||||||
10 | |||||||||||
11 | |||||||||||
12 | |||||||||||
13 | |||||||||||
14 | |||||||||||
15 | |||||||||||
16 | |||||||||||
17 | |||||||||||
18 | |||||||||||
19 | |||||||||||
20 | |||||||||||
21 | |||||||||||
22 | |||||||||||
23 | |||||||||||
24 | |||||||||||
25 | |||||||||||
26 | |||||||||||
27 | |||||||||||
28 |
Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
0 | |||||||||||
1 | |||||||||||
2 | |||||||||||
3 | |||||||||||
4 | |||||||||||
5 | |||||||||||
6 | |||||||||||
7 | |||||||||||
8 | |||||||||||
9 | |||||||||||
10 | |||||||||||
11 | |||||||||||
12 | |||||||||||
13 | |||||||||||
14 | |||||||||||
15 | |||||||||||
16 | |||||||||||
17 | |||||||||||
18 | |||||||||||
19 | |||||||||||
20 | |||||||||||
21 | |||||||||||
22 | |||||||||||
23 | |||||||||||
24 | |||||||||||
25 | |||||||||||
26 | |||||||||||
27 | |||||||||||
28 |
Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
0 | |||||||||||
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Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
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Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
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End of Period Principal Balance Outstanding Divided by Original Amount Financed
Through [___], 20[_]
Aggregate Principal Balance at Cutoff Date | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] | $[____] |
Months Seasoned | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] | EART 20[_]-[_] |
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Clearance, Settlement and Tax Documentation Procedures
· | borrowing through Clearstream or Euroclear for one day, until the purchase side of the trade is reflected in their Clearstream or Euroclear accounts in accordance with the clearing system’s customary procedures; |
· | borrowing the notes in the United States from a DTC participant no later than one day prior to settlement, which would give the notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or |
· | staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream participant or Euroclear participant. |
(1) | each clearing system, bank or other financial institution that holds customers’ notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and |
(2) | such beneficial owner certifies as to an exemption or reduced tax rate, which may be done using one of the forms below. |
(1) | a citizen or resident of the United States; |
(2) | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof; |
(3) | an estate that is subject to U.S. federal income tax regardless of the source of its income; or |
(4) | a trust if a court within the United States can exercise primary supervision over its administration of the trust and at least one U.S. person has have the authority to control all substantial decisions of the trust. |
(1) | [[The Class [__] Notes and] [A][a]pproximately, but not less than, 5% (by initial principal amount) of each of the Class [__] Notes will be retained initially by the depositor]. |
[(2) | If the aggregate initial principal amount of the notes is $[__], the aggregate initial principal amount of the Class A-2-A Notes and the Class A-2-B Notes will be $[__]. The allocation of the initial principal amount between the Class A-2-A Notes and Class A-2-B Notes will be determined at the time of pricing of the notes offered hereunder. EFCAR, LLC expects that the initial principal amount of the Class A-2-B Notes will not exceed $[__].] |
[(3) | If the aggregate initial principal amount of the notes is $[__], the aggregate initial principal amount of the Class A-2-A Notes and the Class A-2-B Notes will be $[__]. The allocation of the initial principal amount between the Class A-2-A Notes and Class A-2-B Notes will be determined at the time of pricing of the notes offered hereunder. EFCAR, LLC expects that the initial principal amount of the Class A-2-B Notes will not exceed $[__].] |
Joint Bookrunners | |||
[____] | [____] | ||
Co-Managers | |||
[____] | [____] |
Securities and Exchange Commission Registration Fee | (1) |
Rating Agency Fees | (2) |
Printing | (2) |
Legal Fees and Expenses | (2) |
Accountants’ Fees | (2) |
Fees and Expenses of Indenture Trustee | (2) |
Fees and Expenses of Owner Trustee | (2) |
Fees and Expenses of Asset Representations Reviewer | (2) |
Miscellaneous Expenses | (2) |
Total | (2) |
(1) | Omitted because the registration fee is being deferred pursuant to Rules 456(c) and 457(s) |
(2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time |
EFCAR, LLC | |||
(registrant) | |||
By: | /s/ Walter Evans | ||
Name: | Walter Evans | ||
Title: | Manager, Vice President, General Counsel and Secretary | ||
By: | /s/ Jason Grubb | ||
Name: | Jason Grubb | ||
Title: | Manager and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Jason Grubb | Manager and Chief Executive Officer (principal executive officer) | December 10, 2019 | ||
Name: Jason Grubb | ||||
/s/ Walter Evans | Manager, Vice President, General Counsel and Secretary | December 10, 2019 | ||
Name: Walter Evans | ||||
/s/ Brad Nall | Manager, Vice President and Chief Financial Officer (principal financial officer) | December 10, 2019 | ||
Name: Brad Nall | ||||
/s/ Ed Lam | Vice President and Principal Accounting Officer (principal accounting officer) | December 10, 2019 | ||
Name: Ed Lam | ||||
/s/ Ben Miller | Vice President | December 10, 2019 | ||
Name: Ben Miller |
23.1* | Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibits 5.1 and 8.1) |
25.1** | Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 as Indenture Trustee under the Indenture |
102.1*** | Asset data file |
103.1*** | Asset related document |
* | Previously filed. |
** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
*** | To be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering. |