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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/24/21 Daimler Trucks Retail Recs LLC SF-3 13:4.3M Edgarfilings Ltd. |
Document/Exhibit Description Pages Size
1: SF-3 Shelf Registration Statement for a Qualified HTML 1.24M
Offering of Asset-Backed Securities
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 136K
4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 133K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 377K
6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 244K
7: EX-5.1 Opinion of Counsel re: Legality HTML 18K
8: EX-8.1 Opinion of Counsel re: Tax Matters HTML 18K
9: EX-10.1 Material Contract HTML 513K
10: EX-10.2 Material Contract HTML 90K
11: EX-10.3 Material Contract HTML 180K
12: EX-10.4 Material Contract HTML 82K
13: EX-36.1 Depositor Certification for a Shelf Offering HTML 11K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 10K
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Delaware
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[_______________] |
333-
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Commission File Number)
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(Central Index Key Number)
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Dale W. Lum
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Siegfried Knopf
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Sidley Austin LLP
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Sidley Austin LLP
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555 California Street
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787 7th Avenue
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(415) 772-1200
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(212) 839-5334
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered |
Proposed Maximum
Aggregate Price Per Unit
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Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee(1) |
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Asset Backed Notes
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(2)
|
(2)
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(2)
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(2)
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| (1) |
Calculated in accordance with Rule 457(s) of the Rules and Regulations under the Securities Act of 1933.
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| (2) |
An unspecified amount of Asset Backed Notes for which payment of the registration fee is deferred is hereby being registered and may from time to time be offered at unspecified prices. The registrant is deferring payment of the
registration fees for such securities in accordance with Rules 456(c) and 457(s) of the Rules and Regulations under the Securities Act of 1933.
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| [[(1) |
The determination regarding the initial principal amount of the Notes will be made no later than the day of pricing.]]
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| [[(2) |
If the aggregate principal amount of the Notes to be issued is $___________, the aggregate initial principal amount of the classes of Notes will be as set forth in the above table. If the aggregate principal amount of the Notes to be
issued is $__________, the aggregate initial principal amount of the classes of Notes will be $__________ of the Class A-1 Notes, $___________ aggregate amount of the Class A-2 Notes, $______________ of the Class A-3 Notes[,] [and]
$_______________ of the Class A-4 Notes [and $____________ of the Class B Notes].]]
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Daimler Trucks Retail Receivables LLC
Depositor
(CIK: 0001893766)
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Daimler Truck Financial Services USA LLC
Sponsor, Servicer and Administrator
(CIK: 0001892832)
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Price to Public
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Underwriting Discounts
and Commissions
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Net Proceeds
to the Depositor(1)
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||||
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Class A‑1 Asset Backed Notes
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$________.__
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__._____%
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$________.__
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__.___%
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$________.__
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__._____%
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Class A‑2 Asset Backed Notes
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$________.__
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__._____%
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$________.__
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__.___%
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$________.__
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__._____%
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Class A‑3 Asset Backed Notes
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$________.__
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__._____%
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$________.__
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__.___%
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$________.__
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__._____%
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Class A‑4 Asset Backed Notes
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$________.__
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__._____%
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$________.__
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__.___%
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$________.__
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__._____%
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[Class B Asset Backed Notes
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$________.__
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__._____%
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$________.__
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__.___%
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$________.__
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__._____%]
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Total
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$________.__
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$________.__
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$________.__
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|||
| (1) |
The net proceeds to the Depositor exclude expenses, estimated at $_______.
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
|
Proposed Maximum
Offering Price Per Unit(1)
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Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee(2)
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||||
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Asset Backed Notes
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$________
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100%
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$________
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$________
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| (1) |
Estimated solely for the purpose of calculating the registration fee.
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| (2) |
Calculated in accordance with Rule 457(s) of the Securities Act of 1933. [Description of calculation of registration fee to be included pursuant to Rule 456(c), including any fee offsets from prior offerings.]
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| Spin-Off of Daimler Truck |
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| (1) |
All or a portion of one or more classes of the Notes may be retained by the Depositor or its affiliates. [The Class [__] Notes are not offered hereby.]
|
| (2) |
The Certificates will represent the residual interest that will be held initially by [the Depositor][the Sponsor] and represent the right to all funds not needed to make monthly payments on the Notes, pay fees and expenses of the
Issuer or make deposits in the Reserve Fund. The Certificates are not being offered by this prospectus. [The Depositor will hold the Certificates as described under “Credit Risk Retention.”]
|
| (3) |
The Reserve Fund will be funded on the Closing Date at ___% of the Cutoff Date Pool Balance.
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| (4) |
Overcollateralization will be the amount by which the Pool Balance exceeds the Note Balance of the Notes. Initially, the overcollateralization for the Notes will be ___% of the Cutoff Date Pool Balance.
|
| (5) |
The Target Overcollateralization Amount will [adjust each month] [be ___% of the Cutoff Date Pool Balance] and will be calculated as described under “Description of the Notes — Credit Enhancement —
Overcollateralization.”
|
| (6) |
Excess spread will be available, as a portion of Available Funds, to make required principal payments on the Notes and, as a result, will provide a source of funds to absorb losses on the Receivables and to [increase][maintain]
overcollateralization [until the Target Overcollateralization Amount is reached][at the Target Overcollateralization Amount], as further described under “Description of the Notes — Credit Enhancement —
Excess Spread.”
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| (1) |
[The Class A Notes benefit from subordination of more junior classes to more senior classes. The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results
in acceleration occurred. For more details about subordination, you should read “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of
Default,” and “Application of Available Funds—Priority of Payments.”]
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| (2) |
[[If the aggregate principal amount of the Notes to be issued is $___________, the percentage of the percentage of the Cutoff Date Pool Balance with respect to each class of Notes will be as set forth in the above table. If the
aggregate principal amount of the Notes to be issued is $______________, the percentage of the Cutoff Date Pool Balance with respect to the Class A-1 Notes will be ___%, the Class A-2 Notes will be ___%, the Class A-3 Notes will be
___%[,] [and] the Class A-4 Notes will be ___% [and the Class B Notes will be ___%].]]
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| (3) |
On the Closing Date, the Reserve Fund will be funded at [___]% of the [Cutoff Date] Pool Balance].
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| (4) |
Excess spread will be available as a portion of Available Funds to make required principal payments on the Notes and, as a result, will provide a source of funds to absorb losses on the Receivables and to [increase][maintain]
overcollateralization [until the Target Overcollateralization Amount is reached][at the Target Overcollateralization Amount].
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| (5) |
Overcollateralization will be the amount by which the Pool Balance exceeds the Note Balance of the Notes. Initially, the overcollateralization for the Notes will be ___% of the Cutoff Date Pool Balance.
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Note
Class
|
Initial Note
Balance(1)
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Interest Rate
Per Annum
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||
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A-1
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$___________
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_.___%
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||
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A-2
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$___________
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_.___%
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||
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A-3
|
$___________
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_.___%
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||
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A-4
|
$___________
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_.___%
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||
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[B
|
|
$___________
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_.___%]
|
| [[(1) |
If the aggregate principal amount of the notes to be issued is $_____________, the aggregate initial principal amount of the classes of notes will be as set forth in the above table. If the aggregate principal amount of the
notes to be issued is $_______________, the aggregate initial principal amount of the classes of notes will be $___________ of Class A-1 Notes, $___________ aggregate amount of Class A-2 Notes, $___________ of Class A-3 Notes[,]
[and] $___________ of Class A-4 Notes [and $__________ of Class B Notes].]]
|
| [(_) |
The allocation of the principal amount between the Class A-[_] and Class A-[_] notes will be determined on or before the day of pricing.]]
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| [(_) |
The Class [__] notes are not being offered by this prospectus.]
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Note Class
|
Final Scheduled Payment Date
|
|
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A-1
|
_____, 20__
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A-2
|
_____, 20__
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A-3
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_____, 20__
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A-4
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_____, 20__
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[B
|
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_____, 20__]
|
| (1) |
to the class A‑1 notes until they have been paid in full;
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| (2) |
to the class A‑2 notes until they have been paid in full;
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| (3) |
to the class A‑3 notes until they have been paid in full;
|
| (4) |
to the class A‑4 notes until they have been paid in full; and
|
| (5) |
[to the class B notes until they have been paid in full].
|
| (1) |
to the class A‑1 notes until they have been paid in full;
|
| (2) |
to the class A‑2 notes, the class A‑3 notes and the class A‑4 notes, pro rata, until all classes of notes have been paid in full; and
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| (3) |
[to the class B notes until they have been paid in full].
|
| (1) |
the servicing fee for the related collection period plus any overdue servicing fees for one or more prior collection periods plus an amount equal to any nonrecoverable advances to the servicer;
|
| (2) |
if not previously paid, the fees, expenses and indemnified amounts of the trustees and the asset representations reviewer for the related collection period, plus any overdue fees, expenses or indemnified amounts for one or
more prior collection periods will be paid to such parties pro rata; provided, however, that such fees, expenses and indemnified amounts may not exceed, in the aggregate, $______ per annum;
|
| (3) |
the interest distributable amount for the class A notes, ratably to the holders of the class A notes;
|
| (4) |
principal of the class A notes in an amount equal to the excess, if any, of (a) the aggregate principal amount of the class A notes (before giving effect to any payments made to the holders of the class A notes on that
payment date) over (b) the pool balance (which equals the aggregate principal balance of the receivables as of the last day of the related collection period), to the holders of the class A notes; provided, that on and after the
final scheduled payment date for any class of class A notes, the amount distributable under this clause shall be not less than the amount necessary to reduce the outstanding principal balance of such class of notes to zero;
|
| (5) |
[the interest distributable amount for the class B notes to the holders of the class B notes];
|
| (6) |
the amount, if any, necessary to fund the reserve fund up to the required amount, into the reserve fund;
|
| (7) |
principal of the notes in an amount equal to (i) the excess, if any, of (a) the aggregate principal amount of the notes (before giving effect to any payments made to the holders of the notes on that payment date) over (b) the
pool balance minus the target overcollateralization amount, described under “Credit Enhancement—Overcollateralization,” less (ii) any amounts allocated to pay principal as described in
clause (4), to the holders of the notes;
|
| (8) |
if a successor servicer has replaced DTFS USA as the servicer, any unpaid transition expenses due in respect of the transfer of servicing and any additional servicing fees for the related collection period to the successor
servicer;
|
| (9) |
any fees, expenses and indemnified amounts due to the trustees and the asset representations reviewer, pro rata, that have not been paid as described in clause (2); and
|
| (10) |
any remaining amounts to the certificateholders.
|
| (1) |
to the trustees and the asset representations reviewer, all fees, expenses and indemnified amounts for the related collection period plus any overdue fees, expenses or indemnified amounts for one or more prior collection
periods, so long as the notes have not been accelerated following an event of default under the indenture, in an amount not to exceed $______ per annum;
|
| (2) |
to the class A noteholders, monthly interest required to be paid on the class A notes on that payment date plus any overdue monthly interest due to any class of class A notes for the previous payment date;
|
| (3) |
to the class A noteholders, the amounts allocated to pay principal described in clause (4) under “—Priority of Distributions,” if any;
|
| (4) |
[to the class B noteholders, monthly interest described in clause (5) under “Priority of Distributions” plus any overdue monthly interest due to such class for the previous payment
date;] and
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| (5) |
to the noteholders, principal payments required to reduce the principal amount of a class of notes to zero on its final scheduled payment date.
|
| • |
no interest will be paid on the class B notes until all interest due, and certain principal payments due, on each class of class A notes has been paid in full; and
|
| • |
no principal will be paid on the class B notes until all principal due on each class of class A notes has been paid in full.
|
| • |
a default in the payment of interest on any note [of the controlling class] for five or more days;
|
| • |
a default in the payment of the principal of any note on the related final scheduled payment date;
|
| • |
a default in the observance or performance of any other material covenant or agreement of the issuer made in the indenture and such default not having been cured for a period of 60 days after written notice thereof has been
given to the issuer by the depositor or the indenture trustee or to the issuer, the depositor and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the notes;
|
| • |
any representation or warranty made by the issuer in the indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material adverse respect as of the time made and such
incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the issuer by the depositor or the indenture trustee or to the issuer, the depositor and the indenture trustee by the
holders of notes evidencing not less than 25% of the aggregate principal amount of the notes; and
|
| • |
certain events (which, if involuntary, remain unstayed for more than 90 days) of bankruptcy, insolvency, receivership or liquidation of the issuer or its property as specified in the indenture.
|
| • |
a pool of trucking and transportation equipment receivables comprised of loans and installment sales contracts originated or purchased by DTFS USA in the ordinary course of business;
|
| • |
amounts received after the cutoff date on or in respect of the receivables;
|
| • |
security interests in the trucking and transportation equipment financed under the receivables;
|
| • |
any proceeds from claims on insurance policies relating to the financed equipment or the related obligors;
|
| • |
the receivable files;
|
| • |
funds on deposit in the collection account, the note payment account and the reserve fund;
|
| • |
all rights under the receivables purchase agreement with DTFS USA, including the right to cause DTFS USA to repurchase from the depositor receivables affected materially and adversely by breaches of its representations and
warranties made in the receivables purchase agreement;
|
| • |
all rights under the sale and servicing agreement, including the right to cause the servicer to purchase receivables affected materially and adversely by breaches of certain of its servicing covenants made in the sale and
servicing agreement; and
|
| • |
any and all proceeds relating to the above.
|
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Number of Receivables:
|
__________
|
|
Average Principal Balance:
|
$__________
|
|
Average Original Principal Balance:
|
$__________
|
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Weighted Average Contract Rate:
|
___%
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Contract Rate (Range):
|
___% to ___%
|
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Weighted Average Original Term:
|
____ months
|
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Original Term (Range)(1):
|
__ months to __ months
|
|
Weighted Average Remaining Term(2):
|
____ months
|
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Remaining Term (Range)(2):
|
__ months to __months
|
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Fixed Rate Receivables as a percentage of the cutoff date pool balance:
|
___%
|
|
Aggregate balloon payment amount as a percentage of the cutoff date pool balance:
|
___%
|
|
Distribution of Equipment by principal balance as a percentage of the cutoff date pool balance:
|
|
|
New Equipment
|
___%
|
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Used Equipment
|
___%
|
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Number of Receivables:
|
__________
|
|
Average Principal Balance:
|
$__________
|
|
Average Original Principal Balance:
|
$__________
|
|
Weighted Average Contract Rate:
|
___%
|
|
Contract Rate (Range):
|
___% to ___%
|
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Weighted Average Original Term:
|
____ months
|
|
Original Term (Range) (1):
|
__ months to __ months
|
|
Weighted Average Remaining Term(2):
|
____ months
|
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Remaining Term (Range)(2):
|
__ months to __months
|
|
Fixed Rate Receivables as a percentage of the cutoff date pool balance:
|
___%
|
|
Aggregate balloon payment amount as a percentage of the cutoff date pool balance:
|
___%
|
|
Distribution of Equipment by principal balance as a percentage of the cutoff date pool balance:
|
|
|
New Equipment
|
___%
|
|
Used Equipment
|
___%
|
| (1) |
Based on the number of scheduled monthly payments at origination.
|
| (2) |
Based on the number of monthly payments remaining as of the Cutoff Date.
|
| • |
any of its representations or warranties are breached with respect to that receivable;
|
| • |
the interests of the issuer or the noteholders in that receivable is materially and adversely affected by the breach; and
|
| • |
the breach has not been cured following the discovery by or notice to DTFS USA of the breach.
|
| • |
The notes are suitable only for sophisticated investors that are able to analyze their payment and investment characteristics.
|
| • |
An adequate secondary market in the notes may not develop.
|
| • |
[[The principal amount of each class of notes will be one of the amounts set forth for that class on the cover page but will not be determined until pricing.]]
|
| • |
The notes are obligations solely of the issuer. Only the limited assets of the issuer will be available to make payments on the notes.
|
| • |
As asset backed securities, the rate of principal payments on the notes cannot be predicted.
|
| • |
The reserve fund provides credit enhancement for the notes but the amount on deposit in the reserve fund is limited and subject to depletion.
|
| • |
A failure to pay principal of a class of notes based on the funds available to the issuer will not be an event of default until the final scheduled payment date.
|
| • |
Following an event of default, the liquidation of the issuer’s assets may not be sufficient to pay the notes in full.
|
| • |
Principal on the notes will generally be paid sequentially and higher [alphabetical or] numerical class designations are generally expected to be outstanding longer and are therefore more exposed to risk of loss.
|
| • |
[The Class B notes are subordinated to the Class A notes and more exposed to losses.]
|
| • |
After acceleration of the notes following an event of default, payment priorities will change and limitations will exist on the authority of the indenture trustee to sell the collateral.
|
| • |
The hired rating agencies could lower, qualify or withdraw their ratings of the notes and unsolicited ratings could also be assigned. An evaluation of the notes, including the creditworthiness of the receivables, credit
enhancement and servicing, should be made independently of the ratings.
|
| • |
Excessive prepayments and defaults on receivables with higher annual percentage rates could result in reduced available interest collections supporting the notes.
|
| • |
The depositor or one of its affiliates may retain some or all of one or more of the classes of notes which, if subsequently sold, could adversely affect the market value of, or your ability to resell, your notes.
|
| • |
The performance of the receivables is dependent on a number of factors and cannot be predicted with accuracy.
|
| • |
The proceeds from the sale after repossession of financed equipment securing defaulted receivables may not be sufficient to pay the amounts owing under the receivables.
|
| • |
Certain of the receivables are cross-collateralized and cross-defaulted with other receivables not transferred to the issuer and certain receivables have balloon payments due at maturity.
|
| • |
Repossession or other exercise of remedies on defaulted receivables may be delayed or limited by the costs of such exercise and the requirements under applicable law.
|
| • |
The geographic concentration of the receivables means that the notes will be more sensitive to adverse economic changes in those states where concentration exists.
|
| • |
The industry concentration of the receivables means that the notes will be more sensitive to adverse developments affecting those industries.
|
| • |
Various factors could adversely affect the pricing of trucking and transportation equipment and therefore the resale value of repossessed financed equipment.
|
| • |
The total amount paid for servicing the receivables declines as the pool pays down which could make it more difficult to obtain a successor servicer should it become necessary to replace DTFS USA.
|
| • |
To the extent that collections on the receivables are commingled with the servicer’s own funds, an insolvency of the servicer could impede payments of those collections to the issuer.
|
| • |
If a servicer default occurs, the replacement of DTFS USA with another servicer could create additional costs for the issuer and disrupt servicing.
|
| • |
[Daimler Truck Holding AG and its subsidiaries, including DTFS USA, are subject to legal proceedings, claims as well as government investigations and orders on a number of topics.]
|
| • |
A bankruptcy of DTFS USA or the depositor could result in challenges to the issuer’s ownership of, or its rights to collections on, the receivables.
|
| • |
Attempts to collect on non-performing receivables may be impeded by legal and other factors.
|
| • |
Liens on the financed equipment in favor of third parties, including any arising from a failure of obligors to keep their equipment free from liens, could adversely affect the servicer’s ability to realize on the financed
equipment securing defaulted receivables.
|
| • |
Economic downturns and financial market disruptions can adversely affect the notes.
|
|
The notes are not suitable investments for all investors
|
The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that should be considered only by sophisticated
investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the
interaction of these factors should consider investing in the notes.
|
|
|
You may have difficulty selling your notes and/or obtaining your desired price
|
There may be no secondary market for the notes. The underwriters may participate in making a secondary market in the notes, but are under no obligation to do so. We cannot assure you that a secondary market will develop or, if it
does develop, that such market will provide noteholders with sufficient liquidity of investment at any time during the period for which your notes are outstanding. Each investor in the notes must be prepared to hold its notes for an
indefinite period of time or until the related final scheduled payment date or alternatively such investor may only be able to sell its notes at a discount to its original purchase price of those notes.
In addition, there have been times in the past where there have been very few buyers of asset backed notes and thus there has been a lack of liquidity in the secondary market. The COVID-19 pandemic has caused disruptions and
volatility in global financial markets. The continuation of the COVID-19 pandemic, in addition to or in combination with other future events, could result in a similar lack of liquidity in the secondary market in the future. As a
result, you may not be able to sell your notes when you want to do so, or you may not be able to obtain the price that you wish to receive.
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[[Risks associated with unknown aggregate initial principal amount of the notes
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Whether the issuer will issue notes with an aggregate initial principal amount of $[_________] or $[__________] is not expected to be known until the day of pricing. The determination regarding the aggregate initial principal amount
of the notes will be made 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.]]
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The issuer’s assets are limited, only the assets of the issuer are available to make payments on your notes and you may experience a loss if losses on the receivables exceed the available
credit enhancement
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The notes represent debt obligations of the issuer and will not be insured or guaranteed by DTFS USA, the depositor, any of their respective affiliates or any other person or entity. The only source of payment on your notes will be
payments received on the receivables and the other credit enhancement described herein. The notes and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity. Therefore,
you must rely solely on the assets of the issuer for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.
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Prepayments on the receivables may adversely affect the average life of and rate of return on your notes
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All receivables, by their terms, may be prepaid at any time. Prepayments include:
• prepayments in whole or in part by the obligor (in many cases, with the payment of a prepayment penalty that the servicer may waive in its discretion);
• liquidations due to default;
• prepayments as a result of casualties to financed equipment or substitutions to the extent permitted under the sale and servicing agreement;
• required purchases of receivables by the servicer or repurchases of receivables by DTFS USA for specified breaches of their respective representations, warranties or covenants; and
• an optional purchase of the receivables by the servicer when the aggregate principal amount of the notes is [5]% or less of their initial aggregate principal amount.
A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.
As a result of prepayments, the final payment of each class of notes is expected to occur prior to its final scheduled payment date. If sufficient funds are not available to pay any class of notes in full on its final scheduled
payment date, an event of default will occur and final payment of that class of notes may occur later than scheduled.
For more information regarding the timing of repayments of the notes, see “Maturity and Prepayment Considerations.”
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Amounts on deposit in the reserve fund will be limited and subject to depletion
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The amount on deposit in the reserve fund will be used to fund certain payments of monthly interest and certain distributions of principal to noteholders on each payment date if payments received on or in respect of the receivables,
including amounts recovered in connection with the repossession and sale of financed equipment that secure defaulted receivables, are not sufficient to make such payments. There can be no assurances, however, that the amounts on deposit
in the reserve fund will be sufficient on any payment date to assure payment of your notes. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve fund on the
closing date, the actual amount on deposit in the reserve fund on any payment date may be less than projected. If on any payment date, available collections and amounts in the reserve fund are not sufficient to pay in full the monthly
interest and distributions of principal due on the notes, you may experience payment delays with respect to your notes. If on subsequent payment dates the amount of that insufficiency is not offset by excess collections on or in respect
of the receivables, amounts recovered in connection with the repossession and sale of financed equipment that secure defaulted receivables and any other available credit or cash flow enhancement for the issuer described in this prospectus
and identified as applying to the notes, you will experience losses with respect to your notes.
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Failure to pay principal on your notes will not constitute an event of default until maturity
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The amount of principal required to be paid to noteholders on any payment date will be limited to amounts available for that purpose in the collection account (and the reserve fund). Therefore, the failure to pay principal on your
notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes.
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You may suffer losses upon a liquidation of the receivables if the proceeds of the liquidation are less than the amounts due on the outstanding notes
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Under certain circumstances described in this prospectus, the receivables of the issuer may be sold after the occurrence of an event of default under the indenture. The noteholders will suffer losses if the issuer sells the
receivables for less than the total amount due on the notes. We cannot assure you that sufficient funds would be available to repay the noteholders in full.
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Payment priorities increase risk of loss or delay in payment to certain classes of notes
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Classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. In addition, because the principal of each class of notes generally will be paid sequentially, classes of notes
that have higher [alphabetical or] numerical class designations generally are expected to be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes of notes have been
receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
If an event of default under the indenture has occurred and the notes have been accelerated, available funds will be paid first to the class A-1 notes until they have been paid in full, then pro rata to the other classes of [class A]
notes based upon the outstanding principal amount of each such class. As a result, in relation to the class A-1 notes, the yields of the class A-2 notes, the class A-3 notes and the class A-4 notes will be relatively more sensitive to
losses on the receivables and the timing of such losses [and the class B notes will be subordinated to and more sensitive than the class A notes to such losses]. If the actual rate and amount of losses exceeds historical levels, and if
the available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated and you could suffer a loss.
For more information on interest and principal payments, see “Description of the Notes—Payments of Interest” and “—Payments of Principal.”
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[Subordination of the class B notes may reduce payments to those notes
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Investors in the class B notes may suffer a loss on their investment because payments of interest on and principal of the class B notes are subordinated to the class A notes subject to the following priorities:
• no interest will be paid on the class B notes until all interest due, and certain principal payments due, on that payment date on each class of Class A notes has been paid in full;
and
• no principal will be paid on the class B notes until all principal of the class A notes has been paid in full;
In addition, for so long as the class A notes are outstanding, the class A notes will be the controlling class of notes, and will have the authority when acting in that regard to take actions that will affect, and may adversely affect, the class B notes without the consent of the class B noteholders. You may experience losses on your investment in the class B notes if available collections and amounts on deposit in the reserve fund, after making required payments on the class A notes are insufficient to protect your notes from
losses.]
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Prepayments, potential losses and changes in the order of priority of distributions following an indenture event of default could adversely affect your investment
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If the notes have been accelerated following the occurrence of an event of default under the indenture, principal will then be paid first to the class A‑1 notes until they have been paid in full and then pro rata to the other classes
of [class A] notes based upon the outstanding principal amount of each such class [and the class B notes will not receive payments of interest or principal unless and until the class A notes have been paid in full].
If the maturity dates of the notes have been accelerated following the occurrence of an event of default arising from a payment default, the indenture trustee may, or acting at the direction of the holders of 51% of the aggregate
principal amount of the [controlling class of] notes, shall, sell the receivables and prepay the notes. In addition, in the case of an event of default not arising from a payment default, the indenture trustee may sell the receivables
and prepay the notes if (1) it obtains the consent of the holders of 100% of the aggregate principal amount of notes, (2) it obtains the consent of the holders of 51% of the aggregate principal amount of the notes to such sale and the
proceeds of such sale are sufficient to cover all outstanding principal and interest on the notes or (3) the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes
and obtains the consent of the holders of 66⅔% of the aggregate principal amount of the [controlling class of] notes to the sale. If principal is repaid to any holder of notes earlier than expected, such holder may not be able to
reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on such holder’s notes. A holder of notes also may not be paid the full principal amount of such holder’s notes if the assets of the
issuer are insufficient to pay the principal amount of such holder’s notes.
For more information on events of default, the rights of the noteholders following the occurrence of an event of default and payments after an acceleration of the notes following the occurrence of an event
of default, see “Description of the Notes—Events of Default,” “—Rights Upon Event of Default,” and “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”
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Ratings of the notes are limited and may be reduced or withdrawn
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The sponsor has hired [two] rating agencies and will pay them a fee to assign ratings on the notes. A rating is not a recommendation to purchase, hold or sell notes, and it does not comment as to market price or suitability for a
particular investor. The ratings of the notes address the assigning rating agency’s assessment of the likelihood of the payment of principal and interest on the notes according to their terms. We cannot assure you that a rating will
remain for any given period of time or that a rating agency will not lower, withdraw or qualify its rating if, in its judgment, circumstances in the future so warrant, or that one or more additional rating agencies, not hired by the
sponsor or the depositor to rate the notes, may nonetheless provide a rating for the notes that will be lower than any rating assigned by a hired rating agency. In addition, in the event that a rating with respect to any notes is
qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to such notes. A reduction, withdrawal or qualification of a note’s rating would adversely affect its value.
The sponsor will not hire 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. Under SEC rules, however,
information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each qualified NRSRO in order to make it possible for such non-hired 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 respective affiliates will have any obligation to inform you of any
unsolicited ratings assigned on or after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired 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 hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its
ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
None of the sponsor, the depositor, the indenture trustee, the owner trustee or any of their respective affiliates will be required to monitor any changes to the ratings on these notes. Potential investors in the notes are urged to
make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.
Additionally, we note that it may be perceived that a rating agency has a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor or the issuer pays the fee charged by the rating
agency for its rating services.
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Excessive prepayments and defaults on receivables with higher annual percentage rates may adversely affect your notes
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Interest collections that are in excess of the required interest payments on the notes and required payments to the servicer, the asset representations reviewer and the trustees could be used to cover realized losses on defaulted
receivables. Interest collections depend among other things on the annual percentage rate of a receivable. The receivables have a range of annual percentage rates. Excessive prepayments and defaults on the receivables with relatively
higher annual percentage rates may adversely affect your notes by reducing such available interest collections in the future.
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Retention of notes by the depositor or its affiliates could adversely affect the market value of your notes and/or limit your ability to resell your notes
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The depositor or one or more of its affiliates will retain [the class [__] notes and] the certificates and may retain some or all of the notes of one or more [other] classes [in addition to those notes retained under the risk retention
provisions discussed under “Credit Risk Retention”]. As a result, the market for a retained class of notes may be less liquid than would otherwise be the case and, if retained notes are later
sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
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Performance of the receivables is uncertain
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The performance of the receivables will depend on a number of factors, including general economic conditions, business conditions affecting the obligors on the receivables or the end-users of the financed equipment, the underwriting
standards of DTFS USA at origination and the success of the servicer’s servicing and collection strategies. [The COVID-19 pandemic negatively and materially affected many of these factors, and may continue to do so, for various reasons
including:
• deteriorated economic conditions and increases in unemployment resulting in increased levels of delinquencies and defaults on the receivables;
• declines in commercial transportation resulting from poorer economic conditions and restrictions on social and economic activity leading to liquidity problems for obligors on the
receivables and reductions in demand for trucking and transportation equipment; and
• restrictions that may be imposed by federal, state or local governments on collection or other commercial activities.]
Consequently, the performance of the receivables cannot be predicted with accuracy and may result in losses on your notes.
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The sale of the financed equipment securing a defaulted receivable may not result in complete recovery of the amounts due
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The servicer generally exercises its right to sell the equipment securing a defaulted receivable after repossession. There is no assurance that the amount of proceeds received by the servicer from the sale of the financed equipment
will be equal to or greater than the outstanding principal balance of the defaulted receivable. The rate at which the value of financed equipment depreciates cannot be predicted and may exceed the rate at which the principal balance of
the receivable amortizes. As a result, the amount owed on a receivable could exceed the amount that could be obtained by the servicer from the repossession and sale of the related financed equipment following an event of default by the
obligor. As a result, you may suffer losses on your investment if available credit enhancement for losses on the receivables is insufficient.
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Cross-collateralization of receivables may adversely affect recoveries on defaulted receivables
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The equipment securing a receivable held by the issuer may also secure other existing or future loans to the same obligor that will not be included in the receivables pool held by the issuer. In such case, a receivable securing the
notes is cross-defaulted and cross-collateralized with other loans to the same obligor that are not sold to the issuer. As a result of this cross-collateralization, loans not sold to the issuer may have a lien on the equipment and other
collateral that was financed under a receivable sold to the issuer, and a receivable sold to the issuer may have a lien on equipment and other collateral financed under loans not sold to the issuer. In addition, any guarantee, credit
enhancement or recourse arrangement with a third party may be applicable to both a receivable held by the issuer and the cross-collateralized loans not sold to the issuer. DTFS USA will agree that, to the extent it retains any interest
in any equipment financed under a receivable as a result of the obligor agreeing to cross-collateralization, its interest in such financed equipment will be subordinate and junior in priority to the repayment of all amounts outstanding
under such receivable prior to becoming available to pay any amount outstanding under any other obligation owed by such obligor to DTFS USA. DTFS USA will also agree to obtain a similar subordination agreement from any party to which it
may sell, assign, pledge or otherwise transfer a loan that is cross-collateralized with a receivable sold to the issuer. Likewise, the issuer will subordinate all rights that it has to the collateral for cross-collateralized loans, other
than the equipment financed under a receivable held by the issuer.
This subordination may adversely affect the timing and amount of recoveries by the issuer with respect to the receivables held by the issuer and result, among other things, in the issuer not being able to maximize its collections on a
defaulted receivable because of limitations imposed by the cross-collateralization provisions on the servicer’s ability to realize on the related financed equipment or against the related obligor. In any event, the servicer may repossess
collateral for a receivable held by the issuer while not repossessing collateral related to a retained loan even though the obligations are cross-collateralized.
Furthermore, the sale and servicing agreement obligates DTFS USA, as servicer, to act on behalf of the issuer to service the receivables as it would loans owned by the servicer. When acting in its capacity as the creditor under a
retained loan that is cross-collateralized with a receivable (or as the servicer for another issuer or another third party that has purchased such a loan), however, DTFS USA may make decisions and take actions to protect the holder of the
senior interest without regard to any effect which these decisions and actions may have on the holder of the subordinated interest subject to the restrictions imposed by the intercreditor arrangement described above. Such decisions and
actions by DTFS USA may affect the timing and amount of the recovery by the issuer on receivables that relate to cross-collateralized loans. Similarly, if an obligor defaults on a cross-collateralized loan, or an insolvency proceeding is
commenced with respect to such an obligor (or a third party providing a guarantee or other recourse arrangement), DTFS USA, as servicer, will be authorized to file claims (including bankruptcy claims) and commence remedial proceedings on
behalf of the issuer, and in the same proceeding, DTFS USA, as a creditor of such obligor under a retained loan that is cross-collateralized with a receivable (or as the servicer for another issuer or another third party that has
purchased such a loan), may also take actions to protect its (or the related creditor’s) interest in such loan with the proceeds of such action being allocated in accordance with the terms of the intercreditor arrangement described above.
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Receivables with balloon payments may have a greater risk of default
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Certain receivables have a final payment, commonly referred to as a “balloon payment,” that is substantially higher than the regular payment amount. The aggregate balloon payment amounts for the receivables equal approximately [____]%
of the cutoff date pool balance [[if the aggregate initial note balance is $[____________], or [____]% of the cutoff date pool balance if the aggregate initial note balance is $[____________] ]]. Loans that have balloon payments may
entail a greater level of risk than fully amortizing loans. While events, such as increasing fuel prices, that adversely affect the trucking industry or the market values of used commercial trucking and transportation equipment would be
expected to adversely affect the ability of obligors on the receivables to make timely payments, the ability of obligors to make balloon payments in particular should be even more sensitive to events of that type.
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The costs involved in repossessing financed equipment upon the related obligor’s default could result in reduced or delayed payments on your notes
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Upon a default under a receivable, the servicer has the right to enforce the issuer’s security interest in the related equipment. If a defaulting obligor contests the enforcement of a security interest, it may be difficult, expensive
and time-consuming to exercise these rights.
Direct costs may be incurred in connection with repossession of the related equipment, which include legal and similar costs and the costs of necessary maintenance to make the equipment available for sale. These costs could be fairly
substantial. In connection with the repossession of the related equipment, all outstanding mechanics’ and other liens may be required to be paid as well as, in some jurisdictions, taxes to the extent not paid by the obligor.
The exercise of rights and remedies (including repossession) upon an obligor default under a receivable may also be subject to the limitations and requirements of applicable law, including the need to obtain a court order for
repossession of the related assets. [Further restrictions could be imposed in response to the COVID-19 pandemic, depending on its future course and duration.] Accordingly, the issuer may be delayed in, or prevented from enforcing,
certain of its rights under a receivable and in selling the related equipment. See “—Legal and other factors laws may impede recovery efforts on defaulted receivables.” These limitations and
delays could adversely affect the issuer’s ability to make payments on the notes and therefore reduce or delay the amounts available for distribution on your notes.
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Losses on the receivables may be affected disproportionately because of geographic concentration of the receivables
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[[If the aggregate initial note balance is $[_____________],]] the servicer’s records indicate that, as of the cutoff date, based on the primary business address of the related obligor, [_____]%,[_____]% and [_____]% of the aggregate
principal balance of the receivables are related to obligors in [_____],[________] and [_____], respectively. [[If the aggregate initial note balance is $[_____________], the servicer’s records indicate that, as of the cutoff date, based
on the primary business address of the related obligor, [_____]%,[_____]% and [_____]% of the aggregate principal balance of the receivables are related to obligors in [_____],[________] and [_____], respectively.]] As of that date, no
other state accounted for more than 5.00% of the aggregate principal balance of the receivables. If [_____],[________] and [_____] experiences adverse economic changes[, including as a result of the COVID-19 pandemic,] any future
epidemic or pandemic or for other reasons, such as an increase in the unemployment rate, an increase in interest rates or an increase in the rate of inflation, obligors in those states may be adversely affected and the demand for trucking
and transportation equipment in those states may also be adversely affected. In that circumstance, obligors concentrated in those states may be unable to make timely payments on their receivables and you may experience payment delays or
losses on your notes. Further, the effect of extreme weather conditions or other natural disasters, such as hurricanes and floods on the performance of the receivables is unclear, but extreme weather conditions or other natural
disasters, including an increase in the frequency and severity of such events as a result of climate change, could cause substantial business disruptions, economic losses, unemployment, declines in consumer confidence and an economic
downturn. [Adverse impacts from the COVID-19 pandemic in those states where there is a concentration of obligors could worsen the effects of the pandemic on the receivables and the notes.] We cannot predict whether adverse economic
changes, extreme weather conditions, the adverse effects of climate change or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.
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Losses on the receivables may be affected disproportionately because of industry concentration relating to the obligors on the receivables
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Obligors on the receivables are concentrated in the trucking segments, which are sensitive to changes in general levels of activity in related industries, which may include services, manufacturing, mining, energy, agriculture,
forestry, transportation and retail. Such changes may have an adverse effect on amounts received from the sale or other disposition of the financed equipment. Adverse developments concerning any of these industries[, including as a
result of the disproportionate impact of the COVID-19 pandemic on certain industries,] may increase the rate of delinquencies and defaults by obligors in the trucking segments. Any resulting delay or reduction in collection of payments
on the receivables may delay or reduce payments to you on your notes.
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Market factors may reduce the value of financed equipment, which could result in increased losses on the receivables
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Repossessed trucking and transportation equipment is typically sold by the servicer at auctions or through other sale processes. The pricing of trucking and transportation equipment is affected by supply and demand for such equipment,
which in turn is affected by economic factors, fuel costs, regulatory costs, technological change and other factors. [The continued effect of the COVID-19 pandemic, particularly if its effects continue or worsen, or efforts to stimulate
the economy are not successful, could also result in reductions in demand for trucking and transportation equipment]. A decrease in demand for trucking and transportation equipment may adversely affect the resale value of repossessed
financed equipment, which in turn could result in increased losses on the related receivables.
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Paying the servicer a fee based on a percentage of the aggregate principal balance of the receivables may result in the inability to obtain a successor servicer
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Because the servicer will be paid its base servicing fee based on a percentage of the aggregate principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over
time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to assume the duties of the servicer with
respect to the remaining receivables. If there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period which could delay payments and reports to noteholders,
adversely affect collections and ultimately lead to losses or delays in payments on your notes.
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You may suffer a loss on your notes because the servicer may commingle collections on the receivables with its own funds
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The servicer, so long as it continues to satisfy certain requirements, will be permitted to hold with its own funds collections it receives from obligors on the receivables and the purchase price of receivables required to be
repurchased from the issuer until the day prior to the date on which the related distributions are made on the notes. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate
them from its own funds. If the servicer were to become subject to insolvency proceedings it could be unable to pay these amounts to the issuer on or before the related payment date, and you might incur a delay in payment or a loss on
your notes.
For more information about the servicer’s obligations regarding payments on the receivables, see “Description of the Transaction Documents—Collections.”
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A servicer default may result in additional costs or a diminution in servicing performance, any of which may have an adverse effect on your notes
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If a servicer default occurs, the servicer may be removed by the holders of a majority of the [controlling class of] notes or the indenture trustee acting on their behalf. In the event of the removal of the servicer and an appointment
of a successor servicer, we cannot predict:
• the cost of the transfer of servicing to such successor; or
• the ability of such successor to perform the obligations and duties of the servicer under the servicing agreement.
Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted.
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[Legal Proceedings]
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[Risk factor relating to pending legal proceedings may be included in the prospectus for future transactions to the extent of material legal proceedings relating to DTFS USA, the Depositor or Daimler Truck Holding AG and its other
affiliates.]
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A bankruptcy of the depositor could result in losses or payment delays with respect to your notes
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Daimler Trucks Retail Receivables LLC, as depositor, intends that its transfer of the receivables to the issuer will be a valid sale and assignment of the receivables to the issuer for non-tax purposes. If the depositor were to become
a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of the depositor or the depositor itself were to take the position that the sale of receivables by the depositor to the issuer for non-tax purposes should instead be
treated as a pledge of the receivables to secure a borrowing by it, delays in payments of collections on or in respect of the receivables to the noteholders could occur. If a court ruled in favor of any such debtor, creditor or trustee,
reductions in the amounts of those payments could result. A tax or governmental lien on the property of the depositor arising before the transfer of the receivables to the issuer may have priority over the issuer’s interest in those
receivables even if the transfer of the receivables to the issuer is characterized as a sale for non-tax purposes.
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Bankruptcy of DTFS USA could result in delays in payment or losses on your notes
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If DTFS USA were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes. DTFS USA will sell the receivables to the depositor, and the depositor will sell the receivables to the
issuer. However, if DTFS USA is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by DTFS USA to the depositor was not a true sale for bankruptcy purposes and
that DTFS USA still owns the receivables. The court also could conclude that DTFS USA and the depositor should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or
delays in payments on your notes because:
• the indenture trustee will not be able to exercise remedies against DTFS USA on your behalf without permission from the court;
• the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables;
• tax or other government liens on DTFS USA’s property that arose before the transfer of the receivables to the issuer will be paid from the collections on the receivables before the
collections are used to make payments on your notes; and
• the indenture trustee may not have a perfected security interest in one or more of the items of equipment securing the receivables or cash collections held by DTFS USA at the time
that a bankruptcy proceeding begins.
DTFS USA and the depositor have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to the depositor was not a “true sale” or that
DTFS USA and the depositor should be consolidated for bankruptcy purposes.
For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations and Matters Relating to Bankruptcy.”
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Legal and other factors may impede recovery efforts on defaulted receivables
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Federal and state laws impose requirements upon creditors in connection with extensions of credit and collections on installment sales contracts and loans such as the receivables. State laws impose requirements and restrictions on
foreclosure sales and the ability to obtain deficiency judgments, and may prohibit, limit or delay repossession and sale of equipment to recover losses on non-performing receivables.
Additional factors that may affect the issuer’s ability to recoup the full amount due on a receivable include depreciation, obsolescence, damage to or loss of equipment, and the application of federal and state bankruptcy and
insolvency laws.
As a result, with respect to non-performing receivables, you may be subject to delays in receiving payments on your notes and may incur losses on your notes.
|
|
Interests of other persons in the receivables or financed equipment could reduce the funds available to make payments on your notes
|
Financing statements under the Uniform Commercial Code will be filed reflecting the sale of the receivables by DTFS USA to the depositor and by the depositor to the issuer. Each of DTFS USA and the depositor will mark its accounting
records to reflect its sale of the receivables. Because the servicer will maintain possession of the physical installment sales contracts and loans evidencing the receivables and will not segregate or mark the contracts and loans as
belonging to the issuer, however, another person could acquire an interest in receivables evidenced by a physical installment sales contract or loan that is superior to the issuer’s interest in those receivables by obtaining physical
possession of the installment sales contracts or loans representing those receivables without knowledge of the assignment of the receivable to the issuer. [In addition, another person could acquire an interest in a receivable that is
superior to the issuer’s interest in the receivable if the receivable is evidenced by an electronic contract and the servicer loses, or never obtains, control over the authoritative copy of the contract and another party purchases the
receivable evidenced by the contract without knowledge of the issuer’s interest.] If another person acquires an interest in a receivable that is superior to the issuer’s interest, some or all of the collections on that receivable may not
be available to make payments on your notes.
Additionally, if another person acquires an interest in equipment financed by a receivable that is superior to the issuer’s security interest in the equipment, some or all of the proceeds from the sale of the equipment may not be
available to make payments on your notes.
The issuer’s security interest in the financed equipment could be impaired for one or more of the following reasons:
• DTFS USA or the depositor might fail to perfect its security interest in the financed equipment;
• another person may acquire an interest in the financed equipment that is superior to the issuer’s security interest through fraud, forgery, negligence or error because the servicer
will not amend the certificate of title or ownership to identify the issuer as the new secured party;
• the issuer may not have a security interest in the financed equipment in certain states because the certificates of title to the financed equipment will not be amended to reflect
assignment of the security interest to the issuer;
• holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the issuer’s security interest; and
• the issuer may lose its security interest in equipment confiscated by the government.
DTFS USA will be obligated to repurchase from the issuer any receivable sold by it to the issuer as to which a perfected security interest in its favor in the equipment securing the receivable did not exist as of the date such
receivable was transferred to the issuer. DTFS USA will not, however, be required to repurchase a receivable if a perfected security interest in its favor in the equipment securing a receivable has not been perfected in the issuer or if
the security interest in a related equipment or the receivable becomes impaired after the receivable is sold to the issuer. If the issuer does not have a perfected security interest in an item of equipment, its ability to realize on the
equipment following an event of a default under the related receivable may be adversely affected and some or all of the collections on that equipment may not be available to make payment on your notes.
|
|
A failure on the part of the obligors to keep the related equipment free from liens could adversely affect any repossession of such assets and result in reduced or delayed payments on
your notes
|
Liens and other charges are likely to arise on the equipment securing a receivable. The sums for which these liens can be asserted may be substantial and in some jurisdictions may exceed the value of the related equipment in respect
of which the lien is being asserted. Lienholders may have rights to detain or even, in some circumstances, sell or cause the forfeiture of the related equipment. These rights, as well as, in some jurisdictions, outstanding repair
charges and similar mechanics’ liens, may have priority over the security interest of the issuer or the indenture trustee in the equipment or related assets securing a receivable.
Under the terms of the receivables, the obligors will be required to bear responsibility for and discharge all liens of this nature arising during the term of their loans. We cannot assure you, however, that the obligors will comply
with their obligations, and any failure to remove a lien could adversely affect the servicer’s ability to repossess or resell the related equipment, or the amount received upon resale of the equipment, if an obligor defaults.
|
|
|
Adverse economic conditions could adversely affect the performance of the receivables, which could result in losses on your notes
|
An economic downturn may adversely affect the performance of the receivables. Decreases in commercial activity, declines in consumer confidence or a general reduction in the availability of credit may lead to increased delinquencies
and default rates by obligors, as well as decreased demand for trucking and transportation equipment and reduced prices for used equipment, which could increase the amount of losses on defaulted receivables.
[The emergence of the COVID-19 pandemic resulted in significant reductions in economic growth worldwide and in the United States. The economic downturn and continued uncertainty and volatility resulting from the COVID-19 pandemic was
unprecedented over recent decades. There continues to be widespread concern that the residual effects or a resurgence of the COVID-19 pandemic may severely disrupt economic and commercial activity, including supply chains and routes, and
trucking and other commercial road transportation may experience slowdowns and reduced demand as a result, particularly if the effects of the COVID-19 pandemic continue for a prolonged period. We cannot predict the effects of the
coronavirus outbreak on trucking and transportation activity generally or on the performance of the receivables.]
If an economic downturn is experienced, delinquencies and losses on the receivables could increase, which could result in losses on your notes.
|
|
|
Financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell your notes
|
The COVID-19 pandemic resulted in disruptions in global financial markets that have reduced liquidity and created uncertainty regarding future market performance and viability. For several years after the 2008 financial crisis, events
in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the government bailout programs for financial
institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the devaluation of
various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities and the lowering of
ratings on certain asset-backed securities, caused a significant reduction in liquidity in the secondary market for these asset-backed securities. Such events, or the occurrence of future events having widespread market impacts, could
adversely affect the market value of your notes and/or limit your ability to resell your notes. Furthermore, over the past several years, the global financial markets have experienced increased volatility due to uncertainty surrounding
the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty relating to the sovereign debt of
various countries will not lead to further disruption of the financial and credit markets in the United States, which could adversely affect the market value of your notes.
|
|
| • |
acquiring, holding and managing the assets of the Issuer, including the Receivables, and the proceeds of those assets;
|
| • |
issuing the Notes and Certificates;
|
| • |
using (or permitting the Depositor to use) the proceeds of the sale of the Notes to (i) purchase the Receivables on the Closing Date, (ii) fund the Reserve Fund, (iii) pay the organizational, start-up and transactional expenses of the
Issuer and (iv) pay the balance to the Depositor;
|
| • |
assigning and pledging the property of the Issuer to the Indenture Trustee;
|
| • |
paying interest on and principal of the Notes to the Noteholders and any excess collections to the Certificateholders;
|
| • |
entering into and performing its obligations under the Transaction Documents to which it is a party; and
|
| • |
engaging in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
Class A‑1 Notes
|
$ |
________.__
|
|
Class A‑2 Notes
|
________.__
|
|
|
Class A‑3 Notes
|
________.__
|
|
|
Class A‑4 Notes
|
________.__
|
|
|
[Class B Notes
|
________.__]
|
|
|
Residual Interest (initial overcollateralization)
|
________.__
|
|
|
Total
|
$ |
________.__
|
|
Class A‑1 Notes
|
$ |
________.__
|
|
Class A‑2 Notes
|
________.__
|
|
|
Class A‑3 Notes
|
________.__
|
|
|
Class A‑4 Notes
|
________.__
|
|
|
[Class B Notes
|
________.__]
|
|
|
Residual Interest (initial overcollateralization)
|
________.__
|
|
|
Total
|
$ |
________.__
|
| (1) |
The Class [__] Notes are not being offered hereby.
|
| • |
an assignment by DTFS USA of its security interests in the Financed Equipment;
|
| • |
the rights of DTFS USA to proceeds, if any, from claims on insurance policies covering the Financed Equipment or the obligors;
|
| • |
the rights of DTFS USA to the documents and instruments contained in the files relating to the Receivables;
|
| • |
amounts as from time to time may be held in the Collection Account, the Note Payment Account and the Reserve Fund;
|
| • |
certain rights under the Transaction Documents; and
|
| • |
any and all proceeds of the above items.
|
| • |
the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any State;
|
| • |
the entity expressly assumes the Issuer’s obligation to make due and punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Issuer under the Indenture;
|
| • |
no event that is, or with notice or lapse of time or both would become, an Event of Default shall have occurred and be continuing immediately after the merger or consolidation;
|
| • |
the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency and each Rating Agency, within a specified amount of time, either (1) confirms in writing that such consolidation or merger shall not
cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such consolidation or merger shall cause the then-current rating of any class of Notes to be qualified,
reduced or withdrawn;
|
| • |
the Issuer has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse United States federal income tax consequence to the Issuer or to the Noteholders or Certificateholders;
|
| • |
any action as is necessary to maintain the lien and security interest created by the Indenture shall have been taken; and
|
| • |
| • |
sell, transfer, exchange or otherwise dispose of any of its assets;
|
| • |
claim any credit on or make any deduction from the principal or interest payable in respect of the Notes, other than amounts withheld under the Internal Revenue Code or applicable State law, or assert any claim against any present or
former holder of the Notes because of the payment of taxes levied or assessed upon the Issuer or its property;
|
| • |
dissolve or liquidate in whole or in part;
|
| • |
| • |
| • |
permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Issuer or any part thereof, or any interest therein or the
proceeds thereof, except for tax, mechanics’ or certain other liens on the Financed Equipment and except as may be created by the terms of the Indenture; or
|
| • |
permit the lien of the Indenture not to constitute a valid and perfected first priority security interest in the assets of the Issuer, other than with respect to any such tax, mechanics’ or other lien on the Financed Equipment.
|
| • |
creating the Issuer by filing a certificate of trust with the Delaware Secretary of State;
|
| • |
maintaining (or causing to be maintained) a certificate distribution account for the benefit of the Certificateholders or the holders of the residual interest in the Issuer; and
|
| • |
executing documents on behalf of the Issuer.
|
| • |
the Servicer under the Sale and Servicing Agreement or the Asset Representations Review Agreement;
|
| • |
the Administrator under the Trust Agreement, the Administration Agreement, the Indenture or the Asset Representations Review Agreement;
|
| • |
the Depositor under the Receivables Purchase Agreement or the Trust Agreement; or
|
| • |
| • |
the last Receivable is paid in full, settled, sold or charged off and all collections are applied;
|
| • |
the Issuer has paid all the Notes in full and all other amounts payable by it under the Transaction Documents; or
|
| • |
the Servicer has exercised its Optional Purchase Right to purchase all remaining Receivables.
|
| • |
| • |
| • |
| • |
for any error of judgment made by it in good faith unless it is proved that it was negligent in ascertaining the pertinent facts;
|
| • |
for any action it takes or omits to take in good faith in accordance with directions received by it from the Noteholders in accordance with the terms of the Indenture; or
|
| • |
for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing.
|
| • |
| • |
is adjudged to be bankrupt or insolvent;
|
| • |
comes under the charge of a receiver or other public officer; or
|
| • |
otherwise becomes incapable of acting.
|
| • |
reviewing each review Receivable following receipt of a review notice from the Indenture Trustee, and
|
| • |
providing a report on the results of the review to the Issuer, the Servicer and the Indenture Trustee.
|
|
Small Business
|
Individuals and companies with total outstanding obligations to DTFS USA of less than $1,250,000. Obligors in the Small Business segment fall within the following categories, each as further described
below: Owner Operators; Vocational Customers; and MB Van.
• Owner Operators are defined as “For Hire” drivers who typically drive heavy duty trucks to haul goods over the road. They are typically experienced truck operators that own and
operate their own trucking business. Owner Operators may lease onto a carrier or they may operate under their own authority. Owner Operators generally haul freight which includes but is not limited to dry van, refrigerated or flatbed
products.
• Vocational Customers are defined as “Not for Hire” operators, and typically use the truck to haul their
own products or are operators whose use of the equipment is deemed a specialty haul (i.e., loggers, gasoline tankers, construction, etc.).
• MB Van customers tend to use the Metris and Sprinter vans for local delivery, shuttles or business
services such as plumbing and electrician services.
|
|
Commercial Fleet
|
Commercial enterprises with total outstanding obligations to DTFS USA of $1,250,000 or more presently or in the past or where they have indicated the intention to borrow $1,250,000 or more.
|
|
Pledgeline Business
|
Dealers or dealer-controlled leasing companies who finance the acquisition of commercial vehicles for the purpose of subsequently leasing those vehicles or financing the sale of those vehicles to end users,
who are typically customers in the Small Business and Commercial Fleet segments.
DTFS USA provides a pledge line of credit to the dealer or dealer-controlled leasing company. Under a pledge line of credit, DTFS USA originates a loan or lease to the dealer to finance the dealer’s lease
agreement to the end user or the dealer’s retail installment sales contract or loan with the end user. In either case, DTFS USA receives a pledge of a security interest in the lease agreement or retail installment sales contract or loan
and in the dealer’s interest in the related vehicle. A pledge line of credit may finance both leasing and sales activity by the dealer and typically all loans made under a line of credit are cross-collateralized and cross-defaulted,
although each loan advanced by DTFS USA is made with respect to the financing of the sale or lease of specified vehicle(s) to a particular end user only.
|
|
For the Year Ended December 31,
|
||||||||||||||||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
||||||||||||||||
|
$
|
% of Total
|
$
|
% of Total
|
$
|
% of Total
|
$
|
% of Total
|
$
|
% of Total
|
|||||||||||
|
Fleet(1)
|
||||||||||||||||||||
|
Pledgeline Business(2)
|
||||||||||||||||||||
|
Small Business(3)
|
||||||||||||||||||||
|
Other(4)
|
||||||||||||||||||||
|
Total
|
100.00
|
% |
100.00
|
% |
100.00
|
% |
100.00
|
% |
100.00
|
% | ||||||||||
| (1) |
[Represents commercial enterprises with total outstanding obligations to DTFS USA of $1,250,000 or more (or, prior to January 2018, $750,000 or more), or where they have the intention to borrow $1,250,000 or more (or, prior to January
2018, $750,000 or more).
|
| (2) |
Dealers who finance the acquisition of commercial vehicles for the purpose of subsequently leasing those vehicles or financing the sale of those vehicles to end users, who are typically customers in the Small Business and Commercial
Fleet segments.
|
| (3) |
Represents individuals and companies with total outstanding obligations to DTFS USA less than $1,250,000 (or, prior to January 2018, less than $750,000). Obligors in the Small Business segment include Owner Operators, Vocational
customers, and MB Van customers.]
|
| (4) |
Other represents Sovereign/Municipal customers.
|
| (5) |
[Represents an amount less than 0.005% and greater than 0.00%.]
|
| • |
Skip Trace Technology – Provides access to databases that offer current address and telephone information on customers;
|
| • |
Financial Agent Workbench – Provides account information required for collection agents to discuss and resolve delinquency;
|
| • |
Imaging System – Allows collection agents to view customer account documents online;
|
| • |
Multiple Payment Options – Enables on-the-spot phone pay transactions to cure delinquency at the time of telephone contact;
|
| • |
upon unsatisfactory resolution of a bankruptcy proceeding or the incurrence of an uninsured loss; or
|
| • |
upon a determination by DTFS that the financed equipment is of no value or the financed equipment is abandoned by DTFS USA due to condition and cost to repossess.
|
|
At December 31,
|
|||||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
|||||
|
Number of receivables serviced
|
|||||||||
|
Period of delinquency
|
|||||||||
|
31 – 60 days
|
|||||||||
|
61 – 90 days
|
|||||||||
|
91 days or more
|
|||||||||
|
Total number of receivables delinquent
|
|||||||||
|
Delinquencies as a percentage of number of receivables outstanding
|
%
|
%
|
%
|
%
|
%
|
||||
|
At December 31,
|
|||||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
|||||
|
Total amount outstanding
|
$
|
$
|
$
|
$
|
$
|
||||
|
Period of delinquency
|
|||||||||
|
31 – 60 days
|
$
|
$
|
$
|
$
|
$
|
||||
|
61 – 90 days
|
|||||||||
|
91 days or more
|
|||||||||
|
Total amount of receivables delinquent
|
$
|
$
|
$
|
$
|
$
|
||||
|
Delinquencies as a percentage of receivables outstanding
|
%
|
%
|
%
|
%
|
%
|
||||
|
(1)
|
The information includes installment sales contracts and loans for new and used commercial vehicles and equipment including receivables that DTFS USA has sold to third parties but DTFS USA continues to
service.
|
|
For the Year Ended December 31,
|
|||||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
|||||
|
Principal balance of receivables serviced at end of period
|
$
|
$
|
$
|
$
|
$
|
||||
|
Average during period(2)
|
$
|
$
|
$
|
$
|
$
|
||||
|
Gross charge-offs of receivables during period(3)
|
$
|
$
|
$
|
$
|
$
|
||||
|
Recoveries of receivables charged off in current and prior periods(4)
|
$
|
$
|
$
|
$
|
$
|
||||
|
Net losses
|
$
|
$
|
$
|
$
|
$
|
||||
|
Net losses as a percentage of average receivables outstanding during period (annualized)
|
%
|
%
|
%
|
%
|
%
|
||||
| (1) |
The information includes installment sales contracts and loans for new and used commercial vehicles and equipment including receivables that DTFS USA has sold to third parties but DTFS USA continues to service. All amounts and
percentages are based on the principal balance of the receivables, which does not include unearned interest.
|
| (2) |
Average of the loan balance or number of contracts, as the case may be, is calculated for a period by dividing the total monthly amounts by the number of months in the period.
|
| (3) |
Gross charge-offs represent the net principal balance of receivables determined to be uncollectible in the period from dispositions of related equipment. Gross charge-offs include expenses associated with collection, repossession
or disposition of the equipment.
|
| (4) |
Recoveries generally include amounts received on receivables following the time at which the receivable is charged off. Recoveries are net of expenses associated with collection.
|
|
Name of Issuer
|
Check if
Registered
|
Name of
Originator
|
Total
Receivables
in ABS by
Originator
|
Receivables
That Were
Subject of
Demand
|
Receivables
That Were
Repurchased
or Replaced
|
Receivables
Pending
Repurchase or
Replacement
(within cure
period)
|
Demand
in
Dispute
|
Demand
Withdrawn
|
Demand
Rejected
|
|||||||||
|
Daimler Trucks Retail Trust
20[__]-[_] [CIK#]
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
||||||||||||
|
Daimler Trucks Retail Trust
20[__]-[_] [CIK#]
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
# $ %
|
||||||||||||
|
Total
|
| • |
was originated in the United States of America;
|
| • |
has an obligor which (1) is not a governmental or municipal issuer and (2) does not have a billing address outside the United States;
|
| • |
is secured by a new or used trucking or transportation equipment;
|
| • |
as of the Cutoff Date, had a remaining principal balance of not less than $[____];
|
| • |
had an original term to maturity (based on the original number of scheduled monthly payments) of not more than [__] months and not less than [__] months and, as of the Cutoff Date, a remaining term to maturity (based on number of
remaining monthly payments) of not more than [__] months and not less than [__] months;
|
| • |
has a Contract Rate of at least [__]%;
|
| • |
provides for the allocation of payments to interest and principal [based on the simple interest method][describe interest accrual method];
|
| • |
as of the Cutoff Date, is not delinquent by more than 30 days;
|
| • |
as of the Cutoff Date, is not secured by Financed Equipment that has been repossessed;
|
| • |
as of the Cutoff Date, does not relate to an obligor who is the subject of a bankruptcy proceeding;
|
| • |
as of the Cutoff Date, has a principal balance that (when combined with the principal balance of any other Receivables with the same obligor) does not exceed [2.00]% of the Cutoff Date Pool Balance; and
|
| • |
was not selected using selection procedures believed by DTFS USA to be adverse to the Noteholders.
|
| • |
the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and
|
| • |
the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.
|
| • |
the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and
|
| • |
the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.
|
|
Historical Delinquency Status
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables
|
Principal Balance
as of the Cutoff Date |
Percentage of
Cutoff Date Pool Balance
|
||||
|
Delinquent no more than once for 31-60 days(1)
|
||||||||
|
Delinquent at least once for 61 days or more
|
||||||||
|
No history of delinquency
|
||||||||
|
Total
|
100.00%
|
100.00%
|
| (1) |
Delinquent no more than once for 31-60 days represent accounts that were delinquent once but never exceeded 60 days past due.
|
|
Historical Delinquency Status
|
Number of
Receivables
|
Percentage of
Total Number of Receivables
|
Principal Balance
as of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance
|
||||
|
Delinquent no more than once for 31-60 days(1)
|
||||||||
|
Delinquent at least once for 61 days or more
|
||||||||
|
No history of delinquency
|
||||||||
|
Total
|
100.00%
|
100.00%
|
| (1) |
Delinquent no more than once for 31-60 days represent accounts that were delinquent once but never exceeded 60 days past due.]]
|
|
Number of
[Extensions] (1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables
|
Principal Balance
as of the Cutoff Date |
Percentage of Cutoff
Date
Pool Balance
|
||||
|
0
|
||||||||
|
1
|
||||||||
|
Total
|
100.00%
|
100.00%
|
|
Number of [Extensions] (1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables
|
Principal Balance
as of the Cutoff Date |
Percentage of Cutoff Date
Pool Balance
|
||||
|
0
|
||||||||
|
1
|
||||||||
|
Total
|
100.00%
|
100.00%
|
||||||
|
Aggregate Current Principal Balance
|
$_______
|
|
Number of Receivables
|
_______
|
|
Number of Items of Equipment
|
_______
|
|
Average Current Principal Balance
|
$_______
|
|
Principal Balance (Range)
|
$_______ to $_______
|
|
Average Original Principal Balance
|
$
|
|
Original Principal Balance (Range)
|
$_______ to $_______
|
|
Percentage of New Vehicles
|
___%
|
|
Percentage of Used Vehicles
|
___%
|
|
Aggregate balloon payment amounts as a percentage of the Cutoff Date Pool Balance
|
___%
|
|
Weighted Average Contract Rate
|
___%
|
|
Contract Rate (Range)
|
___% to ___%
|
|
Weighted Average Original Term (1)
|
____ months
|
|
Original Term (Range) (1)
|
____ to ____ months
|
|
Weighted Average Remaining Term (2)
|
____ months
|
|
Remaining Term (Range) (2)
|
____ to ____ months
|
|
Aggregate Current Principal Balance
|
$_______
|
|
Number of Receivables
|
_______
|
|
Number of Items of Equipment
|
_______
|
|
Average Current Principal Balance
|
$_______
|
|
Principal Balance (Range)
|
$_______ to $_______
|
|
Average Original Principal Balance
|
$
|
|
Original Principal Balance (Range)
|
$_______ to $_______
|
|
Percentage of New Vehicles
|
___%
|
|
Percentage of Used Vehicles
|
___%
|
|
Aggregate balloon payment amounts as a percentage of the Cutoff Date Pool Balance
|
___%
|
|
Weighted Average Contract Rate
|
___%
|
|
Contract Rate (Range)
|
___% to ___%
|
|
Weighted Average Original Term (1)
|
____ months
|
|
Original Term (Range) (1)
|
____ to ____ months
|
|
Weighted Average Remaining Term (2)
|
____ months
|
|
Remaining Term (Range) (2)
|
____ to ____ months
|
| (1) |
Based on the number of scheduled monthly payments at origination.
|
| (2) |
Based on the number of monthly payments remaining as of the Cutoff Date.
|
|
Original Term Range(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as of
the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2) |
||||
|
12 months
|
%
|
$
|
%
|
|||||
|
13 months to 24 months
|
||||||||
|
25 months to 36 months
|
||||||||
|
37 months to 48 months
|
||||||||
|
49 months to 60 months
|
||||||||
|
61 months to 72 months
|
||||||||
|
73 months to 84 months
|
||||||||
|
Total
|
%
|
$
|
%
|
| (1) |
Based on the original number scheduled monthly payments.
|
| (2) |
Percentages may not add to 100.00% due to rounding.
|
|
Original Term Range(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as of
the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2)
|
||||
|
12 months
|
%
|
$
|
%
|
|||||
|
13 months to 24 months
|
||||||||
|
25 months to 36 months
|
||||||||
|
37 months to 48 months
|
||||||||
|
49 months to 60 months
|
||||||||
|
61 months to 72 months
|
||||||||
|
73 months to 84 months
|
||||||||
|
Total
|
%
|
$
|
%
|
| (1) |
Based on the number of monthly payments at origination.
|
| (2) |
Percentages may not add to 100.00% due to rounding.]]
|
|
Remaining Term
Range(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2)
|
||||
|
1 month to 12 months
|
%
|
$
|
%
|
|||||
|
13 months to 24 months
|
||||||||
|
25 months to 36 months
|
||||||||
|
37 months to 48 months
|
||||||||
|
49 months to 60 months
|
||||||||
|
[61 months to 72 months]
|
||||||||
|
Total
|
%
|
$
|
%
|
| (1) |
Based on the number of monthly payments remaining as of the Cutoff Date.
|
| (2) |
Percentages may not add to 100.00% due to rounding.
|
|
Obligor
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
|||||
|
Obligor 1
|
%
|
$ |
|
%
|
|||||
|
Obligor 2
|
|||||||||
|
Obligor 3
|
|||||||||
|
Obligor 4
|
|||||||||
|
Obligor 5
|
|||||||||
|
Obligor 6
|
|||||||||
|
Obligor 7
|
|||||||||
|
Obligor 8
|
|||||||||
|
Obligor 9
|
|||||||||
|
Obligor 10
|
|||||||||
|
Obligor 11
|
|||||||||
|
Obligor 12
|
|||||||||
|
Obligor 13
|
|||||||||
|
Obligor 14
|
|||||||||
|
Obligor 15
|
|||||||||
|
Obligor 16
|
|||||||||
|
Obligor 17
|
|||||||||
|
Obligor 18
|
|||||||||
|
Obligor 19
|
|||||||||
|
Obligor 20
|
|||||||||
|
Other
|
|||||||||
|
Total
|
100.00%
|
$ |
|
100.00%
|
|||||
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Interest Type
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
[Fixed]
|
%
|
$
|
%
|
|||||
|
Total
|
100.00%
|
$
|
100.00%
|
|
Obligor Mailing Address(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2)
|
||||
|
[State]
|
%
|
$
|
%
|
|||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
[State]
|
||||||||
|
Other(3)
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Based on the obligors’ primary business address as set forth in the Servicer’s records.
|
| (2) |
Percentages may not add to 100.00% due to rounding.
|
| (3) |
Each State included in the “Other” category accounted for less than [0.99]% of the Cutoff Date Pool Balance.
|
|
Credit Tier(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2)
|
||||
|
1
|
%
|
$
|
%
|
|||||
|
2
|
||||||||
|
3
|
||||||||
|
4
|
||||||||
|
5
|
||||||||
|
6
|
||||||||
|
7
|
||||||||
|
8
|
||||||||
|
9
|
||||||||
|
10
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Credit tiers are based on the customer’s proprietary credit score with “1” being the highest and “10” being the lowest tier.
|
| (2) |
Percentages may not add to 100.00% due to rounding.
|
|
Model Year
|
Number of
Items of
Equipment
|
Percentage of
Total Number of
Items of
Equipment(1)
|
Principal Balance as of
the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
20[-]
|
%
|
$
|
%
|
|||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
20[-]
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
New/Used
|
Number of
Items of
Equipment
|
Percentage of
Total Number of Items of
Equipment (1)
|
Principal Balance as of
the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
New
|
%
|
$
|
%
|
|||||
|
Used
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Contract Rate Range
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as of
the Cutoff Date
|
Percentage of
Cutoff Date Pool Balance(1) |
||||
|
[1.00% to 1.99%]
|
%
|
$
|
%
|
|||||
|
[2.00% to 2.99%]
|
||||||||
|
[3.00% to 3.99%]
|
||||||||
|
[4.00% to 4.99%]
|
||||||||
|
[5.00% to 5.99%]
|
||||||||
|
[6.00% to 6.99%]
|
||||||||
|
[7.00% to 7.99%]
|
||||||||
|
[8.00% to 8.99%]
|
||||||||
|
[9.00% to 9.99%]
|
||||||||
|
[10.00% to 10.99%]
|
||||||||
|
[11.00% to 11.99%]
|
||||||||
|
[12.00%] and above
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Payment Frequency
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as
of the Cutoff Date |
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
[Monthly]
|
%
|
$
|
%
|
|||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Financed Equipment Type
|
Number of Items of Equipment
|
Percentage of
Total Number of Items of Equipment (1)
|
Principal Balance as of the Cutoff Date
|
Percentage of Cutoff Date
Pool Balance(1) |
||||
|
Tractor
|
%
|
$
|
%
|
|||||
|
Truck
|
||||||||
|
Trailer
|
||||||||
|
Van
|
||||||||
|
Bus
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Customer Segment
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
Fleet
|
%
|
$
|
%
|
|||||
|
Small Business
|
||||||||
|
Pledgeline Business
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Original Principal Balance
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(1)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(1)
|
||||
|
[10,000.01 to $20,000.00]
|
%
|
$
|
%
|
|||||
|
[20,000.01 to $30,000.00]
|
||||||||
|
[30,000.01 to $40,000.00]
|
||||||||
|
[40,000.01 to $50,000.00]
|
||||||||
|
[50,000.01 to $100,000.00]
|
||||||||
|
[100,000.01 to $150,000.00]
|
||||||||
|
[150,000.01 to $200,000.00]
|
||||||||
|
[200,000.01 to $250,000.00]
|
||||||||
|
[250,000.01 to $300,000.00]
|
||||||||
|
[300,000.01 to $350,000.00]
|
||||||||
|
[350,000.01 to $400,000.00]
|
||||||||
|
[400,000.01 to $450,000.00]
|
||||||||
|
[450,000.01 to $500,000.00]
|
||||||||
|
[500,000.01 to $550,000.00]
|
||||||||
|
[550,000.01 to $600,000.00]
|
||||||||
|
[600,000.01 to $650,000.00]
|
||||||||
|
[650,000.01 to $700,000.00]
|
||||||||
|
[700,000.01 to $750,000.00]
|
||||||||
|
[750,000.01 to $800,000.00]
|
||||||||
|
[800,000.01 to $850,000.00]
|
||||||||
|
[850,000.01 to $900,000.00]
|
||||||||
|
[900,000.01 to $950,000.00]
|
||||||||
|
[950,000.01 to $1,000,000.00]
|
||||||||
|
[1,000,000.01 to $2,000,000.00]
|
||||||||
|
[2,000,000.01 to $3,000,000.00]
|
||||||||
|
[$3,000,000.01] and above
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Percentages may not add to 100.00% due to rounding.
|
|
Age(1)
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage of
Cutoff Date
Pool Balance(2)
|
||||
|
1 month to 12 months
|
%
|
$
|
%
|
|||||
|
13 months to 24 months
|
||||||||
|
25 months to 36 months
|
||||||||
|
37 months to 48 months
|
||||||||
|
49 months to 60 months
|
||||||||
|
[61 months to 72 months]
|
||||||||
|
Total
|
100.00%
|
$
|
100.00%
|
| (1) |
Based on the number of monthly payments as of the Cutoff Date.
|
| (2) |
Percentages may not add to 100.00% due to rounding.
|
|
Period Number
|
Period
|
Principal ($)
|
Interest ($)
|
|||
|
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
|
||||||
|
29
|
||||||
|
30
|
||||||
|
31
|
||||||
|
32
|
|
Period Number
|
Period
|
Principal ($)
|
Interest ($)
|
|||
|
33
|
||||||
|
34
|
||||||
|
35
|
||||||
|
36
|
||||||
|
37
|
||||||
|
38
|
||||||
|
39
|
||||||
|
40
|
||||||
|
41
|
||||||
|
42
|
||||||
|
43
|
||||||
|
44
|
||||||
|
45
|
||||||
|
46
|
||||||
|
47
|
||||||
|
48
|
||||||
|
49
|
||||||
|
50
|
||||||
|
51
|
||||||
|
52
|
||||||
|
53
|
||||||
|
54
|
||||||
|
55
|
||||||
|
56
|
||||||
|
57
|
||||||
|
58
|
||||||
|
59
|
||||||
|
60
|
||||||
|
61
|
||||||
|
62
|
||||||
|
63
|
||||||
|
64
|
||||||
|
65
|
||||||
|
66
|
||||||
|
67
|
||||||
|
68
|
| (1) |
Assumes CPR of 0%; payments are made as scheduled with no delinquencies or defaults.
|
| • |
each Receivable contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security;
|
| • |
each Receivable complied in all material respects at the time it was originated with all requirements of applicable law;
|
| • |
each Receivable represents the legal, valid and binding payment obligation in writing of the obligor, enforceable by the holder thereof in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights;
|
| • |
immediately prior to the sale and assignment thereof to the Depositor, each Receivable was secured by a validly perfected first priority security interest in the Financed Equipment in favor of DTFS USA or all necessary action with
respect to such Receivable has been taken to perfect a first priority security interest in the related Financed Equipment in favor of DTFS USA, which security interest is assignable and has been so assigned by DTFS USA to the
Depositor;
|
| • |
there are no rights of rescission, setoff, counterclaim or defense, and DTFS USA has not received written notice of the same being asserted, with respect to any Receivable;
|
| • |
there are no liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes relating to an item of Financed Equipment, that would be liens prior to, or equal or coordinate with, the lien granted by
the Receivable;
|
| • |
except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Receivable exists, no continuing condition
that with notice or lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable exists and DTFS USA has not waived any of the foregoing; and
|
| • |
each Receivable requires that the obligor thereunder obtain and maintain physical damage insurance covering the Financed Equipment.
|
| • |
materially impairs the rights of the Issuer or the Indenture Trustee in a Receivable or fails to comply with certain other servicing covenants; or
|
| • |
makes certain specific modifications to a Receivable, including if it grants payment extensions resulting in the maturity date of the Receivable being later than the last day of the Collection Period immediately preceding the Final
Scheduled Payment Date of the Class [B] Notes or modifies the Principal Balance or the Contract Rate of the Receivable or rewrites or reschedules the Contract to increase the number of originally scheduled payment due dates of the
Receivable.
|
| • |
if the aggregate principal balance of Receivables that are more than 60 days delinquent as a percentage of the Pool Balance as of the end of a Collection Period meets or exceeds the percentage for that month set by DTFS USA as
described under “— Delinquency Trigger” and
|
| • |
Noteholders of at least 5% of the aggregate principal amount of Notes demand a vote and, subject to a 5% voting quorum, the Noteholders of a majority of the aggregate principal amount of the Notes that are voted vote for a review
as described under “— Voting Trigger.”
|
| • |
its experience with delinquency in the prior securitized pools of trucking and transportation equipment installment sales contracts and loans and in its portfolio of trucking and transportation equipment installment sales contracts
and loans, as well as its review of available information concerning delinquency trends of comparable securitized pools of trucking and transportation equipment receivables originated by other finance companies;
|
| • |
its observation that greater than 60-day delinquency rates and net cumulative losses for trucking and transportation equipment loan pools are correlated, and
|
| • |
its assessment of the amount of net cumulative losses that would likely result in a loss to noteholders in its prior securitized pools.
|
| • |
prepayments in full or in part by obligors;
|
| • |
DTFS USA may be required to repurchase a Receivable sold to the Issuer if certain breaches of representations and warranties occur and the Receivable is materially and adversely affected by the breach;
|
| • |
the Servicer may be obligated to purchase a Receivable from the Issuer if certain breaches of covenants occur or if the Servicer extends or modifies the terms of a Receivable beyond the Collection Period preceding the Final
Scheduled Payment Date for the Class [A-4][B] Notes;
|
| • |
liquidations of the Receivables due to default; and
|
| • |
partial prepayments from proceeds from physical damage, credit life and disability insurance policies.
|
| • |
the Receivables prepay in full at the specified CPR during each Collection Period, with no defaults, losses or repurchases;
|
| • |
each scheduled monthly payment on the Receivables is made on the actual payment date for each month and accrued interest is based on actual/365, commencing _________ 20[__];
|
| • |
payments on the Notes are made on each Payment Date (and each Payment Date is assumed to be the [__] day of the applicable month);
|
| • |
[[if the initial Note Balance is $____________,]] the initial principal amount of the Class A-1 Notes is $__________, the initial principal amount of the Class A-2 Notes is $__________,
the initial principal amount of the Class A-3 Notes is $__________, the initial principal amount of the Class A-4 Notes is $__________ [and the initial principal amount of the Class B Notes is $__________]; [[if the initial Note
Balance is $____________, the initial principal amount of the Class A-1 Notes is $__________, the initial principal amount of the Class A-2 Notes is $__________, the initial principal amount
of the Class A-3 Notes is $__________, the initial principal amount of the Class A-4 Notes is $__________ [and the initial principal amount of the Class B Notes is $__________]]];
|
| • |
the interest rate on the (i) Class A-1 Notes is ___%, (ii) Class A-2 Notes is ___%, (iii) Class A-3 Notes is ___%, (iv) Class A-4 Notes is ___% [and (v) Class B Notes is ___%];
|
| • |
the Class A-1 Notes [and Class A-[__] Notes] accrue interest on an actual/360 basis and the Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes accrue interest on a 30/360 basis;
|
| • |
the Notes are purchased on __________, 20[__];
|
| • |
the Servicing Fee on each Payment Date equals the product of 1/12 of [__]% (or __ of [___]% in the case of the first Payment Date) and the Pool Balance as of the first day of the related Collection Period (or as of the Cutoff Date
in the case of the first Payment Date) and all other fees and expenses are equal to zero;
|
| • |
no Event of Default occurs;
|
| • |
no expenses, fees or indemnified amounts are due or paid to the Indenture Trustee, the Owner Trustee or the Asset Representations Reviewer in any Collection Period;
|
| • |
the initial amount on deposit in the Reserve Fund is $__________;
|
| • |
the initial amount of overcollateralization is approximately ____% of the Cutoff Date Pool Balance and the amount of overcollateralization is maintained over time at an amount equal to ____% of the [Cutoff Date] Pool Balance; and
|
| • |
except as indicated in the CPR Tables, the Servicer exercises its Optional Purchase Right on the earliest Payment Date on which it is permitted to do so, as described in this prospectus.
|
|
Class A‑1 Notes
|
Class A‑2 Notes
|
|||||||||||||||||||
|
Payment Date
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
||||||||||
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
Weighted Average Life to Maturity (years)(1)
|
||||||||||||||||||||
|
Weighted Average Life (years) to Call(1),(2)
|
||||||||||||||||||||
| (1) |
The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results
and (iii) dividing the sum by the original principal amount of the Note.
|
| (2) |
Assumes that the Servicer exercises its Optional Purchase Right at its first opportunity.
|
|
Class A‑3 Notes
|
Class A‑4 Notes
|
|||||||||||||||||||
|
Payment Date
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
||||||||||
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
________, 20[__]
|
||||||||||||||||||||
|
Weighted Average Life to Maturity (years)(1)
|
||||||||||||||||||||
|
Weighted Average Life (years) to Call(1),(2)
|
||||||||||||||||||||
| (1) |
The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results
and (iii) dividing the sum by the original principal amount of the Note.
|
| (2) |
Assumes that the Servicer exercises its Optional Purchase Right at its first opportunity.
|
|
Class B Notes
|
||||||||||
|
Payment Date
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
[_]%
|
|||||
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
|||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
________, 20[__]
|
||||||||||
|
Weighted Average Life to Maturity (years)(1)
|
||||||||||
|
Weighted Average Life (years) to Call(1),(2)
|
||||||||||
| (1) |
The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results
and (iii) dividing the sum by the original principal amount of the Note.
|
| (2) |
Assumes that the Servicer exercises its Optional Purchase Right at its first opportunity.
|
| • |
Actual/360. Interest on the Class A‑1 Notes [and the Class [__] Notes] will accrue during the applicable Interest Period, which will be the period from and including the prior Payment Date
(or, in the case of the first Payment Date, from and including the Closing Date) to but excluding the current Payment Date. The interest due on the Class A‑1 Notes, on each Payment Date will be an amount equal to the product of:
|
| • |
the principal amount of that class of Notes as of the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class of
Notes on that preceding Payment Date;
|
| • |
the Interest Rate applicable to that class of Notes [for the applicable Interest Period]; and
|
| • |
the actual number of days elapsed during the applicable Interest Period divided by 360.
|
| • |
30/360. Interest on the Class A-2 Notes, the Class A‑3 Notes, the Class A‑4 Notes [and the Class B Notes] will accrue during the applicable Interest Period, which will be the period from
and including the [__] day of the prior calendar month (or from and including the Closing Date, in the case of the first Payment Date) to but excluding the [__] day of the current calendar month (assuming each month has 30 days). The
interest due on the Class A-2 Notes, the Class A 3 Notes, the Class A 4 Notes [and the Class B Notes], as applicable, on each Payment Date will be an amount equal to the product of:
|
| • |
the principal amount of that class of Notes as of the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class of
Notes on that preceding Payment Date;
|
| • |
the Interest Rate applicable to that class of Notes; and
|
| • |
30 (or __ in the case of the first Payment Date, assuming a Closing Date of __________, 20[__]) divided by 360.
|
| • |
the aggregate principal amount of the Notes as of the close of business on the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all payments made on that preceding
Payment Date; over
|
| • |
the Pool Balance as of the last day of the related Collection Period, minus the Target Overcollateralization Amount.
|
| (1) |
to the Class A‑1 Notes until the Class A‑1 Notes have been paid in full;
|
| (2) |
to the Class A‑2 Notes, until the Class A‑2 Notes have been paid in full;
|
| (3) |
to the Class A‑3 Notes until the Class A‑3 Notes have been paid in full;
|
| (4) |
to the Class A‑4 Notes until the Class A‑4 Notes have been paid in full; and
|
| (5) |
[to the Class B Notes until the Class B Notes have been paid in full].
|
| • |
in no event will the principal paid in respect of a class of Notes exceed the unpaid principal amount of that class of Notes; and
|
| • |
if the Notes have been accelerated following the occurrence of an Event of Default, the Issuer will distribute the funds allocated to the holders of the Notes to pay principal of the Notes, together with amounts that would
otherwise be payable to the holders of the Certificates, as described under “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”
|
| • |
_________, 20[__] for the Class A‑1 Notes;
|
| • |
_________, 20[__] for the Class A‑2 Notes;
|
| • |
_________, 20[__] for the Class A‑3 Notes; [and]
|
| • |
_________, 20[__] for the Class A‑4 Notes[; and
|
| • |
_________, 20[__] for the Class B Notes].
|
| (1) |
to the Servicer, any Servicing Fees (including any overdue Servicing Fees) due to it and any Nonrecoverable Advances;
|
| (2) |
to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, the fees, expenses and indemnified amounts due to each of them, without limitation;
|
| (3) |
to the holders of the Class A Notes, the Interest Distributable Amount for the Class A Notes;
|
| (4) |
to the holders of the Class A‑1 Notes, principal on the Class A‑1 Notes until the Class A‑1 Notes have been paid in full;
|
| (5) |
to the holders of the Class A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, pro rata, principal on those Notes until all classes of Class A Notes have been paid in full;
|
| (6) |
[to the holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes;
|
| (7) |
to the holders of the Class B Notes, principal on the Class B Notes until the Class B Notes have been paid in full;]
|
| (6) |
if any entity has replaced DTFS USA as Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period will be paid to the successor Servicer;
and
|
| (7) |
to the Certificateholders, any remaining amounts.
|
| • |
no interest will be paid on the Class B Notes until the Interest Distributable Amount and the Priority Principal Distributable Amount on each class of Class A Notes has been paid in full; and
|
| • |
no principal will be paid on the Class B Notes until all principal due on each class of Class A Notes has been paid in full.
|
| • |
it will be held by the Securities Intermediary on behalf of the Indenture Trustee in the name and for the benefit of the Issuer;
|
| • |
amounts on deposit in the Reserve Fund may be invested only in cash and cash equivalents;
|
| • |
until the Securities have been paid in full, or the Issuer is dissolved, amounts in the Reserve Fund may be released only
|
| o |
to satisfy payments on the Notes on any Payment Date on which the Issuer has insufficient funds from any source to satisfy an amount due on any Notes, and
|
| o |
to pay critical expenses of the Issuer (which are unrelated to credit risk and which may not be paid to parties that are affiliated with the Depositor) on any Payment Date on which the Issuer has insufficient funds from any source
to pay such expenses and those expenses, in the absence of available funds in the eligible horizontal cash reserve account, would be paid prior to any payments to Noteholders.]
|
| • |
the original denomination of your Note; and
|
| • |
the factor relating to your class of Notes computed by the Servicer in the manner described above.
|
| • |
related Collection Period, payments received on the Receivables, the aggregate principal balance of the Receivables, Note factors for each class of Notes described above and various other items of information; and
|
| • |
preceding Payment Date, as applicable, the aggregate principal balance of the Receivables on the last day of the related Collection Period and any reconciliation of such aggregate principal balance with information provided by the
Servicer.
|
| • |
a default for five days or more in the payment of interest on the Notes of [the Controlling Class] [any class] when the same becomes due and payable;
|
| • |
a default in the payment of principal of the Notes of a class on its Final Scheduled Payment Date;
|
| • |
a default in the observance or performance of any other material covenant or agreement of the Issuer made in the Indenture and such default not having been cured for a period of 60 days after written notice thereof has been given
to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling Class][Notes];
|
| • |
any representation or warranty made by the Issuer in the Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made and such incorrectness
not having been cured for a period of 30 days after written notice thereof has been given to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the holders of Notes
evidencing not less than 25% of the Note Balance of the [Controlling Class][Notes]; and
|
| • |
certain events of bankruptcy, insolvency, receivership or liquidation of the Issuer (which, if involuntary, remains unstayed for more than 90 days).
|
| • |
the Issuer has paid or deposited with the Indenture Trustee enough money to pay (1) all payments of principal of and interest on all Notes and all other amounts that would then be due if
the Event of Default giving rise to the declaration of acceleration had not occurred; and (2) all sums paid or advanced by the Indenture Trustee and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel; and
|
| • |
all Events of Default, other than the nonpayment of principal of the Notes that has become due solely due to that acceleration, have been cured or waived.
|
| • |
the holders of 100% of the Notes consent to the sale, excluding Notes held by DTFS USA, the Servicer or any of their respective affiliates;
|
| • |
the proceeds of such sale or liquidation will be sufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; or
|
| • |
the Indenture Trustee determines that the property of the Issuer would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had
the Notes not been declared immediately due and payable and the holders of Notes evidencing not less than 66⅔% of the Note Balance of the [Controlling Class][Notes] consent to the sale.
|
| • |
the holder previously has given to the Indenture Trustee written notice of a continuing Event of Default;
|
| • |
| • |
the holder or holders have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;
|
| • |
the Indenture Trustee has for 60 days after receipt of the notice, request and offer of indemnity failed to institute the proceeding; and
|
| • |
no direction inconsistent with the written request has been given to the Indenture Trustee during the 60-day period by the holders of not less than 51% of the Note Balance of the
[Controlling Class][Notes].
|
| • |
a statement that the Issuer 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) |
to the Servicer, for the related Collection Period, the Servicing Fee (plus any overdue Servicing Fees for one or more prior Collection Periods) and any Nonrecoverable Advances for the related Collection Period;
|
| (2) |
to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, if not previously paid, the fees, expenses and indemnified amounts due to each of them for the related Collection Period, plus any
overdue fees, expenses and indemnified amounts of such parties for one or more prior Collection Periods; provided, however, that the aggregate amount to be paid pursuant to this clause for such fees, expenses and indemnified amounts
shall not exceed $_______ in any given calendar year;
|
| (3) |
to the Note Payment Account for the benefit of the holders of Class A Notes, the Interest Distributable Amount, to pay interest due on each class of Notes outstanding on that Payment Date, ratably for each class of Class A Notes;
|
| (4) |
to the Note Payment Account for the benefit of the holders of the Class A Notes, the Priority Principal Distributable Amount, which will be allocated to pay principal of the Class A Notes in the amounts and order of priority
described under “Description of the Notes—Payments of Principal”;
|
| (5) |
[to the Note Payment Account for the benefit of the holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes;]
|
| (6) |
to the Reserve Fund, the excess, if any, of the Reserve Fund Required Amount for that Payment Date over the amount then on deposit in the Reserve Fund, after giving effect to all required withdrawals from the Reserve Fund on that
Payment Date;
|
| (7) |
to the Note Payment Account for the benefit of the holders of the Notes, the Regular Principal Distributable Amount, which will be allocated to pay principal of the Notes in the amounts and order of priority described under “Description of the Notes—Payments of Principal”;
|
| (8) |
to any successor Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period;
|
| (9) |
pro rata, to the Trustees and the Asset Representations Reviewer, the fees, expenses and indemnified amounts due to each of them for the related Collection Period plus any overdue fees, expenses and indemnified amounts for the
immediately preceding Collection Period, to the extent that they have not previously been paid as described in clause (2) above; and
|
| (10) |
to the Certificateholders, any amounts remaining after the foregoing distributions.
|
|
Recipient
|
Source of Payment
|
Fees and Expenses Payable
|
||
|
Servicer
|
Available Funds
|
The Servicing Fee as described below under “Description of the Transaction Documents–Servicing Compensation and Expenses.”
|
||
|
Indenture Trustee
|
Available Funds
|
$_____ per annum plus reasonable expenses.(1)
|
||
|
Owner Trustee
|
Available Funds
|
$_____ per annum plus reasonable expenses.(1)
|
||
|
Asset Representations
Reviewer
|
Available Funds
|
$_________ per annum plus $_________ for each reviewed asset on completion of a review.
|
| (1) |
Consists of out-of-pocket expenses, disbursements and advances incurred or made by such party, including costs of collection, and indemnified amounts subject
to, except as otherwise provided herein, an annual aggregate limit of $[_______].
|
|
Document
|
Parties
|
Primary Purposes
|
||||
|
Trust Agreement
|
Depositor and Owner Trustee
|
Creates the Issuer
Provides for issuance of Certificates and payments to Certificateholders
Establishes rights and duties of the Owner Trustee
Establishes rights of Certificateholders
|
||||
|
Issuer and Indenture Trustee
|
Provides for issuance of the Notes, the terms of the Notes and payments to Noteholders
Secures the Notes with a lien on the property of the Issuer
Establishes rights and duties of the Indenture Trustee
Establishes rights of Noteholders
|
|||||
|
Document
|
Parties
|
Primary Purposes
|
||||
|
Receivables Purchase Agreement
|
DTFS USA and Depositor
|
Provides for the sale of the Receivables to the Depositor
Contains representations and warranties of DTFS USA concerning the Receivables
|
||||
|
Sale and Servicing Agreement
|
Depositor, Servicer, DTFS USA, as seller, and Issuer
|
Effects sale of Receivables to the Issuer
Contains representations and warranties of the Depositor concerning the Receivables
Contains servicing obligations of the Servicer
Provides for compensation to the Servicer
Directs how proceeds of the Receivables will be applied to expenses of the Issuer and payments on its Notes
|
||||
|
Administration Agreement
|
Issuer, Administrator and Indenture Trustee
|
Provides for certain services and the assumption of certain duties by the Administrator on behalf of the Issuer and the Indenture Trustee
|
||||
|
Asset Representations Review
Agreement
|
Issuer, Servicer, Administrator and Asset Representations Reviewer
|
Provides for the review of delinquent Receivables by the Asset Representations Reviewer under the circumstances described under “The Receivables Pool– Asset Representations Review.”
|
| (1) |
the aggregate principal balance of the Receivables as of the beginning of such Collection Period;
|
| (2) |
delinquencies during such Collection Period;
|
| (3) |
the amount of the distribution allocable to principal of each class of Notes;
|
| (4) |
the amount of the distribution allocable to interest on or with respect to each class of Notes;
|
| (5) |
the amount of the distribution allocable to draws from the Reserve Fund;
|
| (6) |
the aggregate principal balance of the Receivables as of the close of business on the last day of such Collection Period;
|
| (7) |
any overcollateralization amount;
|
| (8) |
the aggregate principal balance and the appropriate factor for each class of Notes, after giving effect to all payments reported under clause (3) above on that date;
|
| (9) |
the amount of the Servicing Fee paid to the Servicer and the amount of any unpaid Servicing Fee with respect to such Collection Period or Collection Periods, as the case may be;
|
| (10) |
the amount of the aggregate losses realized on the Receivables during the Collection Period;
|
| (11) |
previously due and unpaid interest payments on each class of Notes, and the change in these amounts from the preceding statement;
|
| (12) |
previously due and unpaid principal payments, plus interest accrued on such unpaid principal to the extent permitted by law, if any, on each class of Notes, and the change in these amounts from the preceding statement;
|
| (13) |
the aggregate amount to be paid in respect of Receivables, if any, repurchased in respect of the Collection Period;
|
| (14) |
the balance of the Reserve Fund on that date, after giving effect to changes on that date; and
|
| (15) |
the amount of advances to be made by the Servicer in respect of the Collection Period, if any.
|
| • |
a description of the events that triggered a review of the review Receivables by the Asset Representations Reviewer during the prior month,
|
| • |
if the Asset Representations Reviewer delivered its review report during the prior month, a summary of the report,
|
| • |
if the Asset Representations Reviewer resigned or was removed, replaced or substituted, or if a new Asset Representations Reviewer was appointed during the prior month, the identity and experience of the new Asset Representations
Reviewer, the date of the change occurred, the circumstances surrounding the change, and
|
| • |
a statement that the Issuer received a request from a Noteholder during the prior month to communicate with other Noteholders, together with the date the request was received, the name of the requesting Noteholder, a statement that
the requesting Noteholder is interested in communicating with other Noteholders about the possible exercise of rights under the Transaction Documents and a description of the method which the other Noteholders may contact the
requesting Noteholder.
|
| • |
Compliance Certificate: a certificate stating that the Servicer fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout the prior year
or, if there was a failure to fulfill any obligation in any material respect, stating the nature and status of each failure,
|
| • |
Assessment of Compliance: copies of the report by the Servicer on its assessment of compliance with the specified applicable servicing criteria set forth in Item 1122(a) of Regulation AB
regarding general servicing, cash collection and administration, investor payments and reporting and pool asset administration during the prior year covering comparable securitization transactions sponsored by DTFS USA, including
disclosure of any material instance of noncompliance identified by that Servicer, and
|
| • |
Attestation Report: copies of the report by a registered public accounting firm that attests to, and reports on, the assessment made by the Servicer of compliance with the minimum servicing
criteria set forth in the preceding bullet point.
|
| • |
Reports on Form 8-K (Current Report), following the issuance of the Notes, including as exhibits to the Form 8-K the opinions related to the tax consequences and the legality of the Notes being issued that are required to be filed
under applicable securities laws;
|
| • |
Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K for that type of event;
|
| • |
Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the related Payment Date; the
content of a report on Form 10-D will be substantially similar to the information to be furnished under “—Reports to Noteholders”; and
|
| • |
Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and filing or furnishing, as appropriate, the required exhibits; the annual report will include the Servicer’s report on
its assessment of compliance with servicing criteria and the accountants’ attestation report on such assessment described under “—Annual Compliance Reports” and any other assessments of
compliance and accountants’ reports by any other parties performing a servicing function as defined by Regulation AB with respect to the Issuer.
|
| • |
the failure of the Servicer to make any required payment or deposit under the Sale and Servicing Agreement and the continuance of such failure unremedied beyond the earlier of five Business Days following the date that payment
or deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such Payment Date or Deposit Date, as applicable;
|
| • |
the failure of the Servicer to observe or perform in any material respect any other covenant or agreement in the Sale and Servicing Agreement that materially and adversely affects the rights of the Depositor or the Noteholders, and the continuance of such failure unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Servicer by the holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling Class][Notes];
|
| • |
any representation or warranty of the Servicer made in the Sale and Servicing Agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a
Receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach
shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Servicer by the holders of Notes evidencing not less than 25% of the Note
Balance of the [Controlling Class][Notes]; and
|
| • |
the occurrence of certain Insolvency Events with respect to the Servicer.
|
| • |
if the person requesting the amendment obtains and delivers to the Indenture Trustee either an opinion of counsel or an officer’s certificate of the Issuer to that effect; and
|
| • |
the Rating Agency Condition is satisfied with respect to the amendment.
|
| • |
increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be
made for the benefit of the Noteholders, change the interest rate applicable to any class of Notes or the Reserve Fund Required Amount, without the consent of all holders of Notes then Outstanding; or
|
| • |
reduce the percentage of the Note Balance of the Notes the consent of the holders of which is required for any amendment to such Transaction Document without the consent of all holders of Notes then Outstanding.
|
| • |
| • |
adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Noteholders;
|
| • |
change the Final Scheduled Payment Date or the due date of any installment of principal of or interest on any Note or reduce the principal amount, the interest rate or the redemption
price with respect to any Note, change the application of collections on or the proceeds of a sale of the property of the Issuer to payment of principal and interest on the Notes or
change any place of payment where, or the coin or currency in which, any Note or any interest on any Note is payable;
|
| • |
impair the right to institute suit for the enforcement of certain provisions of the Indenture regarding payments;
|
| • |
reduce the percentage of the Note Balance of the Notes the consent of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions
of the Indenture or of certain defaults thereunder and their consequences as provided for in the Indenture;
|
| • |
modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, DTFS USA, the Depositor, the Servicer or any of their respective affiliates or modify or alter
the definitions of Note Balance or Controlling Class;
|
| • |
reduce the percentage of the Note Balance the consent of which is required to direct the Indenture Trustee to sell or liquidate the property of the Issuer after an Event of Default if
the proceeds of the sale or liquidation would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes;
|
| • |
| • |
affect the calculation of the amount of interest or principal payable on any Note on any Payment Date, including the calculation of any of the individual components of such calculation;
|
| • |
affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes provided in the Indenture; or
|
| • |
permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted or contemplated in the Indenture, terminate
the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.
|
| • |
the Rating Agency Condition has been satisfied with respect to the supplemental indenture; or
|
| • |
the person requesting the supplemental indenture delivers to the Indenture Trustee either an opinion of counsel or an officer’s certificate of the Issuer, in either case to the effect
that such supplemental indenture would not materially and adversely affect the interests of any Noteholder. Any such officer’s certificate would be executed and delivered by the Administrator on behalf of the Issuer.
|
| • |
delivery to the Indenture Trustee for cancellation of all the Notes or, if all Notes not delivered to the Indenture Trustee for cancellation
have become due and payable or will become due and payable or called for redemption within one year, upon the irrevocable deposit with the Indenture Trustee of funds sufficient for the
payment in full of the principal amount of and all accrued but unpaid interest on the Notes when due to the final scheduled Payment Date;
|
| • |
payment of all amounts due under the Indenture and the other Transaction Documents; and
|
| • |
delivery to the Indenture Trustee of an officer’s certificate and an opinion of counsel, which may be internal counsel to the Depositor or the Servicer, stating that all conditions
precedent provided for in the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied.
|
| • |
either
|
| o |
the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the holder of the residual interest immediately prior to the issuance of such additional securities, as evidenced
by an opinion of counsel delivered to the Trustees, or
|
| o |
all holders of the Notes Outstanding immediately prior to the exchange unanimously consent to the terms of the exchange;
|
| • |
the exchange must not result in the redemption of any security in exchange for assets of the Issuer or any sale or disposition of the assets of the Issuer;
|
| • |
the Rating Agencies have provided written confirmation that the issuance of the additional notes or certificates will not adversely affect the ratings of the Outstanding Notes; and
|
| • |
the Depositor (or such affiliate) delivers an opinion of counsel to the Trustees that the issuance of the additional notes or certificates will not (1) adversely affect in any material respect the interest of any Noteholder,
(2) cause any Outstanding Note to be deemed sold or exchanged for United States federal income tax purposes, (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United
States federal income tax purposes or (4) adversely affect the treatment of the Outstanding Notes as debt for United States federal income tax purposes.
|
| • |
a reasoned opinion of counsel on the Closing Date delivered to the Depositor, stating that, subject to various assumptions and qualification, in the event of a bankruptcy filing with respect to DTFS USA, the assets and
liabilities of the Depositor should not properly be substantively consolidated with the assets and liabilities of DTFS USA; and
|
| • |
specific provisions on the limited liability company agreement of the Depositor restricting the activities of the Depositor and requiring the Depositor to follow specific operating procedures designed to support its treatment
as an entity separate from DTFS USA.
|
| • |
that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the
bankruptcy-remote treatment of special purpose entities such as the Depositor and the Issuer; and
|
| • |
that, until the FDIC adopts a regulation addressing the application of the FDIC’s powers of repudiation under OLA, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a
company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the
exclusion of such assets from the property of the estate of that company under the Bankruptcy Code.
|
| • |
require the Issuer, as assignee of DTFS USA and the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Receivables;
|
| • |
if the Issuer were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payment on the Notes;
|
| • |
request a stay of legal proceedings to liquidate claims or otherwise enforce contractual and legal remedies against DTFS USA or a covered subsidiary (including the Issuer);
|
| • |
if the Issuer were a covered subsidiary, assert that the Indenture Trustee was subject to a 90 day stay on its ability to liquidate claims or otherwise enforce contractual and legal
remedies against the Issuer;
|
| • |
repudiate DTFS USA’s ongoing servicing obligations under a servicing agreement such as its duty to collect and remit payments or otherwise service the Receivables; 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.
|
|
Fair Value
(in millions)
|
Fair Value
(as a percentage)
|
||
|
Class A-1 Notes
|
$[___]
|
[___]%
|
|
|
Class A-2 Notes
|
$[___]
|
[___]%
|
|
|
Class A-3 Notes
|
$[___]
|
[___]%
|
|
|
Class A-4 Notes
|
$[___]
|
[___]%
|
|
|
[Class B Notes
|
$[___]
|
[___]%]
|
|
|
Certificates
|
$[___]
|
[___]%
|
|
|
Total
|
$[___]
|
100.00%
|
| • |
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 judgment about the assumptions market participants would use in pricing the instrument.
|
|
Class
|
Interest Rate
|
|
|
Class A-1
|
[____]% - [____]%
|
|
|
Class A-2
|
[____]% - [____]%
|
|
|
Class A-3
|
[____]% - [____]%
|
|
|
Class A-4
|
[____]% - [____]%
|
|
|
[Class B Notes
|
[____]% - [____]%]
|
| • |
cash flows on the Certificates are discounted at [___]%;
|
| • |
interest accrues on the Notes at the rates described above;
|
| • |
the fair value calculation assumes the principal amounts of the Notes are the same as set forth on the cover page of this prospectus;
|
| • |
the payments on the Receivables are calculated using the assumptions as described under “Weighted Average Lives of the Notes”;
|
| • |
Receivables prepay at a CPR [___]% of as described under “Weighted Average Lives of the Notes”;
|
| • |
losses are assumed to have a [__]% severity with a [_] month lag from default to recovery; and
|
| • |
cumulative net losses on the Receivables, as a percentage of total cumulative net losses of [__]% of the Cutoff Date Pool Balance, occur each month at the following rates:
|
|
Month
|
Loss Curve
|
Month
|
Loss Curve
|
|||
|
1
|
%
|
19
|
%
|
|||
|
2
|
%
|
20
|
%
|
|||
|
3
|
%
|
21
|
%
|
|||
|
4
|
%
|
22
|
%
|
|||
|
5
|
%
|
23
|
%
|
|||
|
6
|
%
|
24
|
%
|
|||
|
7
|
%
|
25
|
%
|
|||
|
8
|
%
|
26
|
%
|
|||
|
9
|
%
|
27
|
%
|
|||
|
10
|
%
|
28
|
%
|
|||
|
11
|
%
|
29
|
%
|
|||
|
12
|
%
|
30
|
%
|
|||
|
13
|
%
|
31
|
%
|
|||
|
14
|
%
|
32
|
%
|
|||
|
15
|
%
|
33
|
%
|
|||
|
16
|
%
|
34
|
%
|
|||
|
17
|
%
|
35
|
%
|
|||
|
18
|
%
|
36
|
100.00%
|
| • |
CPR – estimated considering the composition of the Receivables and the performance of its trucking and transportation loan and contracts portfolio during the last 5 years (certain
information regarding the performance of securitized pools [and vintage originating pools] during that period is included in Appendix A);
|
| • |
Cumulative net loss rate – estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative
net loss assumption and the shape of the cumulative net loss curve were developed considering the composition of the Receivables, historical average performance of the prior securitized pools set forth in Appendix A[, the 5-year
historical average performance of the vintage origination pools set forth in Appendix A,] trends in used equipment values, economic conditions, and the cumulative net loss assumptions of the hired NRSROs. Default and recovery
rate estimates are included in the cumulative net loss assumption; and
|
| • |
Discount rate applicable to the cash flows with respect to the Certificates – estimated to reflect the credit exposure to the cash flows on the
Certificates. Due to the lack of an actively traded market in residual interests such as the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss
exposure.
|
| • |
Assuming compliance with all of the provisions of the applicable Transaction Documents, for United States federal income tax purposes:
|
| (1) |
the Notes will be characterized as debt if held by persons other than the beneficial owner of 100% of the equity of the Issuer or an affiliate of such beneficial owner for such purposes; and
|
| (2) |
the Issuer will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.
|
| • |
Therefore the Issuer will not be subject to an entity level tax for United States federal income tax purposes.
|
| • |
PTCE 96-23, which exempts certain transactions effected by an “in-house asset manager”;
|
| • |
PTCE 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;
|
| • |
PTCE 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;
|
| • |
PTCE 90-1, which exempts certain transactions between insurance company pooled separate accounts and parties in interest; and
|
| • |
PTCE 84-14, which exempts certain transactions effected by a “qualified professional asset manager.”
|
| • |
has investment or administrative discretion with respect to the Plan’s assets;
|
| • |
has authority or responsibility to give, or regularly gives, investment advice with respect to the Plan’s assets for a fee and pursuant to an agreement or understanding; or
|
| • |
is an employer maintaining or contributing to the Plan.
|
|
Underwriters of the Notes
|
Principal
Amount of
Class A-1 Notes
|
Principal
Amount of
Class A-2 Notes
|
Principal
Amount of
Class A-3 Notes
|
Principal
Amount of
Class A-4 Notes
|
[Principal
Amount of
Class B Notes]
|
||||||||||||||||
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||
|
Total
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
|
Selling Concessions
not to exceed
|
Reallowance
not to exceed
|
||
|
Class A‑1 Notes
|
|||
|
Class A‑2 Notes
|
|||
|
Class A‑3 Notes
|
|||
|
Class A‑4 Notes
|
|||
|
[Class B Notes]
|
|
| • |
all obligor payments relating to interest and principal received by the Servicer with respect to the Receivables during the related Collection Period that were received after the Cutoff Date;
|
| • |
all Net Liquidation Proceeds, Insurance Proceeds (with respect to Receivables that are not Defaulted Receivables) and Recoveries received with respect to the Receivables during the Collection Period;
|
| • |
Advances made by the Servicer for the related Collection Period;
|
| • |
Net investment earnings on amounts on deposit in the Reserve Fund;
|
| • |
in the event that the Servicer is required to deposit collections received on or in respect of the Receivables into the Collection Account on a daily, rather than monthly, basis, net investment earnings on funds on deposit in
the Collection Account; and
|
| • |
the Purchase Amount of each Receivable that became a Purchased Receivable during the Collection Period;
|
| • |
any payment, or any part of any payment, due under the Receivable has become 120 days or more delinquent, whether or not the Servicer has repossessed the related Financed Equipment; or
|
| • |
the Servicer has charged off any portion of the Principal Balance of the Receivable or has determined in accordance with its customary practices that the Receivable is uncollectible;
|
| • |
Class A‑1 Notes [and the Class A-[__] Notes], the period from, and including, the prior Payment Date (or from, and including, the Closing Date with respect to the first Payment Date) to, but excluding, the current Payment Date;
and
|
| • |
Class A-2 Notes, Class A‑3 Notes, Class A‑4 Notes [and the Class B Notes], the period from, and including the __ day of the prior calendar month (or from, and including, the Closing Date with respect to the first Payment Date)
to, but excluding, the __ day of the current calendar month (assuming each month has 30 days).
|
| • |
expenses incurred by the Servicer in connection with the collection of such Defaulted Receivable and the repossession and disposition of the related Financed Equipment (to the extent not previously reimbursed to the Servicer);
and
|
| • |
all payments required by law to be remitted to the obligor.
|
| • |
Notes canceled by the Note registrar or delivered to the Note registrar for cancellation;
|
| • |
Notes or portions of the Notes of the payment for which money in the necessary amount has been deposited with the Indenture Trustee in trust for the Noteholders; provided, however, that if the Notes are to be redeemed, notice
of such redemption must have been given pursuant to the Indenture or provision for such notice must have been made in a manner satisfactory to the Indenture Trustee; and
|
| • |
| • |
that portion of all scheduled payments actually received on or prior to such date allocable to principal using the simple interest method; and
|
| • |
any full or partial prepayment applied to reduce the unpaid principal balance of such Receivable;
|
| • |
expenses incurred by the Servicer in connection with the collection of such Defaulted Receivable and the repossession and disposition of the related Financed Equipment (to the extent not previously reimbursed to the Servicer);
and
|
| • |
all payments required by law to be remitted to the obligor.
|
| • |
the amount, if any, by which the Required Payment Amount for that Payment Date exceeds the Available Collections for that Payment Date; and
|
| • |
the Reserve Fund Amount for that Payment Date;
|
| • |
a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or
|
| • |
the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States Person.
|
|
Closing Date
|
[_________]
|
|
Cutoff Date
|
[_________]
|
|
Aggregate Principal Balance
|
$[_________]
|
|
Number of Receivables
|
[_________]
|
|
Number of Items of Equipment
|
|
|
Average Principal Balance
|
$[_________]
|
|
Principal Balance (Range)
|
$[_________] to $[_________]
|
|
Average Original Principal Balance
|
$[_________]
|
|
Original Principal Balance (Range)
|
$[_________] to $[_________]
|
|
Percentage of New Vehicles
|
[_________]%
|
|
Percentage of Pre-owned Vehicles
|
[_________]%
|
|
Aggregate balloon payment amounts as a percentage of the Cutoff Date Pool Balance
|
|
|
Weighted Average Contract Rate
|
[_________]%
|
|
Contract Rate (Range)
|
[_________]% to [_________]%
|
|
Weighted Average Original Term(1)
|
[__] months
|
|
Original Term (Range) (1)
|
[__] months to [__] months
|
|
Weighted Average Remaining Term(2)
|
[__] months
|
|
Remaining Term (Range)(2)
|
[__] months to [__] months
|
| (1) |
Based on the number of monthly payments at origination.
|
| (2) |
Based on the number of monthly payments remaining as of the Cutoff Date.
|
|
Remaining Term Range
|
Number of
Receivables
|
Percentage of
Total Number of
Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage
of Cutoff Date
Pool Balance(2)
|
|||||||||
|
xx month to xx months
|
|
% | $ |
|
%
|
||||||||
|
xx month to xx months
|
|||||||||||||
|
xx month to xx months
|
|||||||||||||
|
Total
|
100.00
|
%
|
$ |
|
100.00
|
%
|
|||||||
| (1) |
Based on the number of monthly payments remaining as of the Cutoff Date.
|
| (2) |
Percentages may not add up to 100.00% due to rounding.
|
|
Obligor Mailing Address(1)
|
Number of
Receivables
|
|
Percentage of
Total Number
of Receivables(2)
|
Principal Balance as
of the Cutoff Date
|
Percentage
of Cutoff Date
Pool Balance(2)
|
||||||||
|
[__________]
|
|
% |
$
|
|
% | ||||||||
|
[__________]
|
|||||||||||||
|
[__________]
|
|||||||||||||
|
[__________]
|
|||||||||||||
|
[__________]
|
|||||||||||||
|
Total
|
|
100.00 | % | $ |
100.00
|
%
|
|||||||
| (1) |
Based on the obligors’ primary business address as set forth in the Servicer’s records.
|
| (2) |
Percentages may not add up to 100.00% due to rounding.
|
|
(1)
|
Prepayment assumption based on a constant prepayment rate (“CPR”). For more information regarding the prepayment assumption model, you should refer to “Weighted
Average Lives of the Notes.”
|
|
Payment
Date
|
Planned Pool
Amortization
based on
[__]% CPR in $
|
Pool
Factor
|
Actual
Amortization in $
|
Pool
Factor[*]
|
|||||
|
Closing Date
|
|||||||||
|
1
|
|||||||||
|
2 etc.
|
|
Period
|
Scheduled
Principal in $
|
Principal Coll.
According to
Investor
Report in $
|
Unscheduled
Principal in $
|
Principal
Defaulted
Amounts in $
|
Ending Pool
Balance in $
|
Weighted
Average
Seasoning
|
Lifetime
CPR
|
|||||||
|
Collection
Period
|
Ending Pool
Balance in $
|
31-60 Days
Delinquent
in $
|
31-60 Days
Delinquent
Number of
Receivables
|
% of
Ending
Pool
Balance
|
61-90 Days
Delinquent
in $
|
61-90 Days
Delinquent
Number of
Receivables
|
% of
Ending
Pool
Balance
|
91-120
Days
Delinquent
in $
|
91-120
Days
Delinquent
Number of
Receivables
|
% of
Ending
Pool
Balance
|
Over 120
Days
Delinquent
in $
|
Over 120
Days
Delinquent
Number of
Receivables
|
% of
Ending
Pool
Balance
|
|||||||||||||
|
%
|
%
|
%
|
||||||||||||||||||||||||
|
%
|
%
|
%
|
||||||||||||||||||||||||
|
%
|
%
|
%
|
| (1) |
A receivable is not considered delinquent if the amount past due is less than 10% of the payment due under such receivable.
|
|
Period
|
Gross Principal
Losses in $
|
Recoveries in $
|
Net Principal
Losses in $
|
Cumulative Net Principal Losses
as % of Cutoff Date Pool Balance
|
||||
|
%
|
||||||||
|
%
|
||||||||
|
%
|
|
20[__] Portfolio
|
20[__] Portfolio
|
20[__] Portfolio
|
20[__] Portfolio
|
20[__] Portfolio | ||||||||||||||||
|
Aggregate Principal Balance
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||
|
Number of Contracts
|
||||||||||||||||||||
|
Number of Units
|
||||||||||||||||||||
|
Average Original Balance
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||
|
Range of Original Balances (min)
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||
|
(max)
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||
|
Weighted Average APR
|
|
% |
|
% |
|
% |
|
% |
|
% |
||||||||||
|
Range of APR (min)
|
% |
|
% |
|
% |
|
% |
|
% | |||||||||||
|
(max)
|
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||
|
Weighted Average Original Term
|
||||||||||||||||||||
|
Top State Concentrations
|
||||||||||||||||||||
|
(percentage by principal balance)
|
||||||||||||||||||||
|
Illinois
|
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||
|
California
|
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||
|
Texas
|
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||
|
Percentage by Principal Balance of New/
|
||||||||||||||||||||
|
Used Vehicles
|
||||||||||||||||||||
|
New
|
|
% |
|
% |
|
% |
|
% |
|
% |
||||||||||
|
Used
|
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||
|
Date
|
20[__]
Aggregate
Portfolio
Pool
Factor
(%)(1)
|
Date
|
20[__]
Aggregate
Portfolio
Pool
Factor
(%)(1)
|
Date
|
20[__]
Aggregate
Portfolio
Pool
Factor
(%)(1)
|
Date
|
20[__]
Aggregate
Portfolio
Pool
Factor
(%)(1)
|
Date
|
20[__]
Aggregate
Portfolio
Pool
Factor
(%)(1) |
|||||||||
|
Date
|
20[__]
Aggregate
LT CPR
(%)(1)(2)
|
Date
|
20[__]
Aggregate
LT CPR
(%)(1)
|
Date
|
20[__]
Aggregate
LT CPR
(%)(1)
|
Date
|
20[__]
Aggregate
LT CPR
(%)(1)
|
Date
|
20[__]
Aggregate
LT CPR
(%)(1)
|
|||||||||
|
Date
|
Aggregate Portfolio
Cumulative Net Loss (%)
|
Pledgeline Cumulative
Net Loss (%)
|
Fleet Cumulative Net Loss (%)
|
Small Business
Cumulative Net Loss (%)
|
||||
|
%
|
%
|
%
|
%
|
|||||
|
$
|
%
|
Class A-1 Asset Backed Notes
|
|||||
|
$
|
%
|
Class A-2 Asset Backed Notes
|
|||||
|
$
|
%
|
Class A-3 Asset Backed Notes
|
|||||
| $ | % | Class A-4 Asset Backed Notes |
|
[$
|
%
|
Class B Asset Backed Notes]
|
|
[Names of Underwriters]
|
|
Securities and Exchange Commission
|
$
|
200,000
|
||
|
Rating agency fees
|
$
|
440,000
|
||
|
Printing
|
$
|
40,000
|
||
|
Legal fees and expenses
|
$
|
200,000
|
||
|
Accountants’ fees
|
$
|
80,000
|
||
|
Fees and expenses of the Trustees
|
$
|
50,000
|
||
|
Fees and expenses of the Asset Representations Reviewer
|
$
|
10,000
|
||
|
Miscellaneous expenses
|
$
|
80,000
|
||
|
Total
|
$
|
1,100,000
|
*
|
| (a) |
As to Rule 415:
|
| (b) |
As to documents subsequently filed that are incorporated by reference:
|
| (c) |
[Not applicable].
|
| (d) |
[Not applicable].
|
| (e) |
[Not applicable].
|
| (f) |
[Not applicable].
|
| (g) |
[Not applicable].
|
| (h) |
As to indemnification:
|
| (i) |
As to Rule 430A: The undersigned registrant hereby undertakes that:
|
| (1) |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
|
| (2) |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
| (j) |
As to qualification of Trust Indentures under Trust Indenture Act of 1939 for delayed offerings:
|
| (k) |
As to Regulation AB:
|
|
Signature
|
Title
|
Date
|
||
|
/s/ Richard Howard
|
President and Chief Executive Officer |
|||
|
(Principal executive officer) and Manager
|
|
|||
|
/s/ Gianni Gatto
|
Vice President and Chief Financial Officer | |||
|
(Principal financial and accounting officer) and Manager
|
|
|||
|
Manager
|
||||
|
|
|
|||
|
/s/ Kevin P. Burns
|
Manager
|
|||
|
|
|
|||
|
Manager
|
||||
|
|
|
|
Exhibits
|
Description
|
|
|
—
|
Form of Underwriting Agreement*
|
|
|
—
|
Certificate of Formation of Daimler Trucks Retail Receivables LLC*
|
|
|
—
|
Limited Liability Company Agreement of Daimler Trucks Retail Receivables LLC*
|
|
|
—
|
Form of Indenture (including forms of Notes)*
|
|
|
—
|
Form of Trust Agreement for each Issuer*
|
|
|
—
|
Opinion of Sidley Austin LLP with respect to legality*
|
|
|
—
|
Opinion of Sidley Austin LLP with respect to federal income tax matters**
|
|
|
—
|
Form of Sale and Servicing Agreement*
|
|
|
—
|
Form of Receivables Purchase Agreement*
|
|
|
—
|
Form of Asset Representations Review Agreement*
|
|
|
—
|
Form of Administration Agreement*
|
|
|
—
|
Consent of Sidley Austin LLP (included as part of Exhibit 5.1)*
|
|
|
—
|
Consent of Sidley Austin LLP (included as part of Exhibit 8.1)*
|
|
|
—
|
Powers of Attorney with respect to signatories for Daimler Trucks Retail Receivables LLC (included on page II-4)*
|
|
|
25.1
|
—
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939**
|
|
—
|
Form of Depositor certification for shelf offerings of asset-backed securities*
|
| * |
| ** |
To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
|
| This ‘SF-3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/22 | None on these Dates | |||
| 2/1/22 | ||||
| Filed as of: | 11/24/21 | |||
| Filed on: | 11/23/21 | |||
| 10/1/21 | ||||
| 7/30/21 | ||||
| 3/31/21 | ||||
| 12/31/98 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Daimler Trucks Retail Tr 2022-1 10-K 12/31/23 7:256K US Bank NA-Struc… Fin/FA 3/28/24 Daimler Trucks Retail Tr 2023-1 10-K 12/31/23 7:258K US Bank NA-Struc… Fin/FA 3/30/23 Daimler Trucks Retail Tr 2022-1 10-K 12/31/22 7:290K US Bank NA-Struc… Fin/FA |