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EXHIBIT 4.5
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SERIES 1997-1 SUPPLEMENT
dated as of October 29, 1997
to the
BASE INDENTURE,
dated as of April 30, 1996
between
NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP,
as the Issuer
THE BANK OF NEW YORK,
as the Trustee and as Enhancement Agent
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TABLE OF CONTENTS
PAGE
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PRELIMINARY STATEMENT
ARTICLE 1
DESIGNATION
ARTICLE 2
DEFINITIONS
Section 2.1 Definitions...................................................................2
Section 2.2 Cross References..............................................................3
ARTICLE 3
SECURITY; REPORTS; COVENANT
Section 3.1 Grant of Security Interest....................................................3
Section 3.2 Reports.......................................................................6
ARTICLE 4
INITIAL ISSUANCE AND INCREASES AND DECREASES OF
SERIES 1997-1 INVESTED AMOUNT OF SERIES 1997-1 NOTES
Section 4.1 Issuance in Definitive Form...................................................6
Section 4.2 Procedure for Increasing the Invested Amount..................................7
Section 4.3 Decreases.....................................................................8
ARTICLE 5
SERIES 1997-1 ALLOCATIONS
Section 5.1 Establishment of Series 1997-1 Collection Account and Series 1997-1
Accrued Interest Account......................................................9
Section 5.2 Allocations with Respect to the Series 1997-1 Notes..........................10
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Section 5.3 Monthly Payments from the Series 1997-1 Accrued Interest Account..............19
Section 5.4 Payment of Note Interest......................................................20
Section 5.5 Payment of Note Principal.....................................................21
Section 5.6 Servicer's or Republic's Failure to Make a Deposit or Payment.................22
Section 5.7 Series 1997-1 Distribution Account............................................22
Section 5.8 Allocation of Certain Amounts to Interest.....................................23
Section 5.9 Draw on Series 1997-1 Letter of Credit........................................23
Section 5.10 The Series 1997-1 Available Subordinated Amount, the Subordinated
Note and the Demand Note......................................................24
Section 5.11 Letter of Credit Termination Demand...........................................26
Section 5.12 Conversion....................................................................28
Section 5.13 The Series 1997-1 Cash Collateral Account.....................................28
Section 5.14 Appointment of Enhancement Agent..............................................31
ARTICLE 6
Reserved.
ARTICLE 7
AMORTIZATION EVENTS
Section 7.1 Amortization Events...........................................................31
Section 7.2 Right of NFLP to Cure Asset Amount Deficiency.................................33
ARTICLE 8
GENERAL
ANNEX A - Definitions List
EXHIBIT A - Form of Series 1997-1 Note
EXHIBIT B - Reserved.
EXHIBIT C - Form of Notice of Series 1997-1 Lease Payment Deficit
EXHIBIT D - List of Approved Manufacturers
EXHIBIT D-1 - Eligible Non-Program Manufacturers
EXHIBIT D-2 - Eligible Program Manufacturers
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THIS SERIES 1997-1 SUPPLEMENT, dated as of October 29, 1997 (as the
same may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof, this "Supplement"), among NATIONAL CAR
RENTAL FINANCING LIMITED PARTNERSHIP, a special purpose Delaware limited
partnership ("NFLP"), THE BANK OF NEW YORK, a New York banking corporation
(together with its successors in trust under the Base Indenture referred to
below as provided thereunder, the "Trustee") and as enhancement agent (in such
capacity, the "Enhancement Agent"), to the Base Indenture, dated as of April 30,
1996, between NFLP and the Trustee (as amended by the Supplement and Amendment
to Base Indenture dated as of December 20, 1996, between NFLP and the Trustee,
and as the same may be further amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof and in effect, exclusive of
Supplements creating a new Series of Notes, the "Base Indenture").
PRELIMINARY STATEMENT
WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among
other things, that NFLP and the Trustee may at any time and from time to time
enter into a supplement to the Base Indenture for the purpose of authorizing the
issuance of one or more Series of Notes.
WHEREAS, all conditions precedent as set forth in such Sections with
respect to entering into a supplement to the Base Indenture have been satisfied;
provided that, as permitted to be specified in a Supplement, no Opinion of
Counsel shall be delivered pursuant to Section 2.2(f)(i)(x) or Section
2.2(f)(ix)(B), which Sections are hereby specified as not applicable to the
Series 1997-1 Notes.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, and for due and adequate consideration, which the parties
hereto hereby acknowledge, the parties hereto hereby agree as follows:
ARTICLE 1
DESIGNATION
There is hereby created a Series of Notes to be issued pursuant to the
Base Indenture and this Supplement and such Series of Notes (as defined below)
shall be designated generally as Variable Funding Rental Car Asset Backed Notes,
Series 1997-1. The Series 1997-1 Notes shall be issued in one class and are
referred to as the "Series 1997-1 Notes".
The proceeds from the sale of the Series 1997-1 Notes and of Increases
in respect thereof shall be deposited in the Series 1997-1 Collection Account
and shall be available to NFLP and
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used to (i) purchase, finance or refinance Eligible Vehicles for leasing to the
Lessees under the Series 1997 Lease, (ii) to finance or refinance Eligible
Receivables and (iii) in certain circumstances, to make payments in reduction of
the Invested Amount of other Series 1997 Variable Funding Notes. Any proceeds
not so used in accordance with (i), (ii) and (iii) from the preceding sentence
shall remain in the Series 1997-1 Collection Account for future application to
purchase, finance or refinance Eligible Vehicles or to finance or refinance
Eligible Receivables under the Series 1997 Lease or to prepay the Series 1997-1
Notes.
As described herein, the Series 1997-1 Notes will share an undivided
interest in certain collateral which also secures the Series 1997-2 Notes, the
Series 1997-3 Notes and the Series 1997-4 Notes and other Shared Collateral
Series Notes, if any. The Series 1997-1 Notes will not share in the collateral
securing the 1996-1 Notes, and neither the 1996-1 Notes nor any other Series of
Notes that is not a Shared Collateral Series of Notes will share in the
collateral securing the Series 1997-1 Notes. All references in this Supplement
to "all" Series of Notes (and all references in this Supplement to terms defined
in the Base Indenture that contain references to "all" Series of Notes) shall
refer to all Series of Notes other than Segregated Series of Notes.
ARTICLE 2
DEFINITIONS
Section 2.1 Definitions.
(a) Capitalized terms used but not defined herein (including the
preamble and the recitals hereto) shall have the meanings assigned to such terms
in (a) the Definitions List attached hereto as Annex A, as such Definitions List
may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms hereof, (b) the Definitions List attached as
Schedule 1 to the Base Indenture, as such Definitions List may be further
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms of the Base Indenture, and (c) the Definitions List
attached as Annex A to the Series 1997-1 Liquidity Agreement, provided that to
the extent, if any, that any capitalized term used but not defined herein has a
meaning assigned to such term in more than one of the lists referred to above,
then (x) if a meaning is assigned to such term in the Definitions List attached
hereto as Annex A as in effect, then such meaning as in effect shall apply
herein, and (y) if a meaning is not assigned to such term in the Definitions
List attached hereto as Annex A, then the meaning assigned to such term in the
Definitions List attached as Schedule 1 to the Base Indenture as in effect shall
apply herein.
(b) For purposes of the Series 1997-1 Notes, any reference in the Base
Indenture to (i) the term "Aggregate Asset Amount" shall be deemed to be a
reference to the Series 1997 Aggregate Asset Amount, (ii) the term "Required
Asset Amount" shall be deemed to be a
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reference to the Series 1997 Required Asset Amount, (iii) the term "Collateral"
shall be deemed to be a reference to the Series 1997 VFN Collateral or the
Series 1997-1 Collateral, as the context may require, (iv) the term "Collection
Account" shall be deemed to be a reference to the Series 1997 Collection Account
or the Series 1997-1 Collection Account, as the context may require, (v) the
term "Lease" shall be deemed to be a reference to the Series 1997 Lease, (vi)
the term "Aggregate Invested Amount" shall be deemed to be a reference to the
Aggregate VFN Invested Amount, (vii) the term "Required Noteholders" shall be
deemed to be a reference to the Series 1997-1 Required Noteholders, (viii) the
term "Requisite Investors"shall be deemed to be a reference to the Required VFN
Noteholders and (ix) the term "Servicer" shall be deemed to be a reference to
the Master Servicer.
(c) Unless otherwise stated herein, each capitalized term used or
defined herein shall relate only to the Series 1997-1 Notes and not to any other
Series of Notes issued by NFLP.
Section 2.2 Cross References. Article, Section or Subsection references
herein shall refer to Articles, Sections or Subsections of the Base Indenture,
except as otherwise provided herein.
ARTICLE 3
SECURITY; REPORTS; COVENANT
Section 3.1 Grant of Security Interest.
(a) To secure the NFLP Obligations with respect to the Series 1997-1
Notes (and the other Series 1997 Variable Funding Notes), NFLP hereby pledges,
assigns, conveys, delivers, transfers and sets over to the Trustee, for the
benefit of the Series 1997 Variable Funding Noteholders and the Retained
Interestholder (the Series 1997 Variable Funding Noteholders being referred to
as the "Secured Parties"), and hereby grants to the Trustee, for the benefit of
the Secured Parties, a security interest in all of NFLP's right, title and
interest in and to all of the following assets, property and interests in
property, whether now owned or hereafter acquired or created (all of such right,
title and interest, together with the portion of the Master Collateral with
respect to which the Trustee is named as a Beneficiary, being referred to as the
"Series 1997 VFN Collateral"):
(i) all right, title and interest of NFLP in, to and under the
Series 1997 NFLP Agreements (other than the Series 1997 Lease Payments
and the Manufacturer Payment Rights), including, without limitation,
all monies due and to become due to NFLP from the Lessees or the
Servicers under or in connection with the Series 1997 NFLP Agreements
(other than the Series 1997 Lease Payments and the Manufacturer Payment
Rights), whether payable as fees, expenses, costs, indemnities,
insurance recoveries,
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damages for the breach of any of Series 1997 NFLP Agreements or
otherwise, and all rights, remedies, powers, privileges and claims of
NFLP against any other party under or with respect to the Series 1997
NFLP Agreements (whether arising pursuant to the terms of such Series
1997 NFLP Agreements or otherwise available to NFLP at law or in
equity), the right to enforce any of the Series 1997 NFLP Agreements as
provided herein and to give or withhold any and all consents, requests,
notices, directions, approvals, extensions or waivers under or with
respect to any Series 1997 NFLP Agreements or the obligations of any
party thereunder; and
(ii) all right, title and interest of NFLP in, to and under
the NFLP Receivables Trust Agreement, the NFLP Beneficial Interest and
the right to receive all distributions and payments pursuant thereto
and in respect thereof; and
(iii) the Series 1997 Collection Account, (b) all funds on
deposit therein allocable to Series 1997 Vehicles from time to time,
(c) all certificates and instruments, if any, representing or
evidencing any or all of the Series 1997 Collection Account or the
funds on deposit therein allocable to Series 1997 Vehicles from time to
time, and (d) all Permitted Investments made at any time and from time
to time with the moneys allocable to Series 1997 Vehicles in the Series
1997 Collection Account or any subaccount thereof (including income
thereon); and
(iv) all right, title and interest of NFLP in, to and under
the Master Collateral (other than the Manufacturer Payment Rights) with
respect to the portion of the Master Collateral for which NFLP is
designated as a Financing Source and the Trustee is designated as a
Beneficiary (on behalf of the Series 1997 Variable Funding Noteholders)
thereunder; and
(v) the Demand Note and the Subordinated Note; and
(vi) all additional property that may from time to time
hereafter (pursuant to the terms of any Supplement or otherwise) be
subjected to the grant and pledge hereof by NFLP or by anyone on its
behalf; and
(vii) all proceeds, products, rents or profits of any and all
of the foregoing including, without limitation, payments under
insurance (whether or not the Master Collateral Agent or the Trustee is
the loss payee thereof) or Vehicle warranties and cash, but not
including (for the avoidance of doubt) payments under consumer rental
agreements.
The Series 1997 VFN Collateral shall secure the Series 1997 Variable Funding
Notes equally and ratably without prejudice, priority or distinction. No Person
other than the Secured Parties will be entitled to the benefit of any of the
Series 1997 VFN Collateral.
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(b) NFLP hereby confirms the sale, grant, pledge, hypothecation,
assignment, conveyance, delivery and transfer to the NFLP Receivables Trustee
under the NFLP Receivables Trust Agreement, in exchange for the NFLP Beneficial
Interest, of all NFLP's right, title and interest in, to, under and in respect
of the Series 1997 Lease Payments and the Manufacturer Payment Rights.
(c) To secure the NFLP Obligations with respect to the Series 1997
Variable Funding Notes, NFLP hereby confirms the grant, pledge, hypothecation,
assignment, conveyance, delivery and transfer to the Master Collateral Agent
under the Master Collateral Agency Agreement for the benefit of the Trustee of a
continuing first priority perfected security interest in all right, title and
interest of NFLP in, to and under all the NFLP Master Collateral.
(d) To further secure the NFLP Obligations with respect to the Series
1997-1 Notes (but not any other Series of Notes), NFLP hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Enhancement Agent, in the case
of items (i) and (ii), and the Trustee, in the case of items (iii) and (iv)
below, for the benefit of the Series 1997-1 Noteholders (but not any other
Series of Notes) (the Series 1997-1 Noteholders being referred to as the "Series
1997-1 Secured Parties"), and hereby grants to the Enhancement Agent, in the
case of items (i) and (ii), and the Trustee, in the case of items (iii) and (iv)
below, for the benefit of the Series 1997-1 Secured Parties, a security interest
in all of NFLP's right, title and interest in and to all of the following
assets, property and interests in property, whether now owned or hereafter
acquired or created (the "Series 1997-1 Separate Collateral"):
(i) the Series 1997-1 Letter of Credit; and
(ii) (A) any Series 1997-1 Cash Collateral Account; (B) all
funds on deposit therein from time to time; (C) all certificates and
instruments, if any, representing or evidencing any or all of any such
Series 1997-1 Cash Collateral Account or the funds on deposit therein
from time to time; (D) all investments made at any time and from time
to time with moneys in any such Series 1997-1 Cash Collateral Account;
and (E) all proceeds of any and all of the foregoing, including,
without limitation, cash;
(iii) (A) the Series 1997-1 Distribution Account; (B) all
funds on deposit therein from time to time; (C) all certificates and
instruments, if any, representing or evidencing any or all of the
Series 1997-1 Distribution Account or the funds on deposit therein from
time to time; (D) all Permitted Investments made at any time and from
time to time with moneys in the Series 1997-1 Distribution Account; and
(E) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (A) through (E)
are referred to, collectively, as the "Series 1997-1 Distribution
Account Collateral"); and
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(iv) (A) the Series 1997-1 Collection Account; (B) all funds
on deposit therein from time to time; (C) all certificates and
instruments, if any, representing or evidencing any or all of the
Series 1997-1 Collection Account or the funds on deposit therein from
time to time; (D) all Permitted Investments made at any time and from
time to time with moneys in the Series 1997-1 Collection Account or any
subaccount thereof (including income thereon); and (E) all proceeds of
any and all of the foregoing, including, without limitation, cash.
The Series 1997-1 Separate Collateral shall secure the Series 1997-1 Notes
equally and ratably without prejudice, priority or distinction.
(e) Notwithstanding anything to the contrary contained in (a), (b), (c)
and (d) above, the Series 1997 VFN Collateral shall not include (i) any Excluded
Payments or (ii) the Retained Distribution Account, any funds properly remitted
and deposited therein from time to time, any certificates or instruments, if
any, representing or evidencing any or all of the Retained Distribution Account
or any Permitted Investments made at any time and from time to time with the
moneys properly remitted and deposited in the Retained Distribution Account
(including the income thereon or any proceeds thereof, including, without
limitation, cash); provided, further, the Series 1997 VFN Collateral shall not
include any right, title or interest in the Fleet Finance Agreement or the NFLP
Fleet Finance Agreement and payments thereunder.
(f) The foregoing grants are made in trust to secure the NFLP
Obligations with respect to the Series 1997-1 Notes and to secure compliance
with the provisions of this Indenture and this Series 1997-1 Supplement, all as
provided in this Indenture. The Trustee and the Enhancement Agent, as trustees
on behalf of the Series 1997-1 Secured Parties, acknowledge such grant, accept
the trusts under this Indenture in accordance with the provisions of this
Indenture and agree to perform their respective duties required in this
Indenture to the best of its abilities to the end that the interests of the
Series 1997-1 Noteholders may be adequately and effectively protected.
Section 3.2 Reports. Not later than the third (3rd) Business Day
immediately preceding each Distribution Date, the Master Servicer shall furnish
to the Trustee a Monthly Certificate (which shall include the Liquidity Amount
as of the last Business Day of the Related Month) and a Fleet Report with
respect to the Series 1997-1 Collateral.
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ARTICLE 4
INITIAL ISSUANCE AND INCREASES AND DECREASES OF
SERIES 1997-1 INVESTED AMOUNT OF SERIES 1997-1 NOTES
Section 4.1 Issuance in Definitive Form. Pursuant to Section 2.18 of
the Base Indenture, upon request by NFLP, NFLP and the Series 1997-1 Noteholder
hereby consent to the issuance of the Series 1997-1 Notes in the form of
Definitive Notes. The Series 1997-1 Notes and each Increase shall initially be
sold to investors in reliance on an exemption from the registration requirements
of the Securities Act, and shall be issued in the form of one or more Definitive
Notes, in fully registered form without interest coupons, substantially in the
form attached hereto as Exhibit A, with such legends as may be applicable
thereto, duly executed by NFLP and authenticated by the Trustee as provided in
Section 2.4 of the Base Indenture, in an aggregate stated principal amount of up
to the Series 1997-1 Maximum Invested Amount. The aggregate Principal Balance of
the Series 1997-1 Notes outstanding at any time may not exceed the Series 1997-1
Maximum Invested Amount at such time.
Section 4.2 Procedure for Increasing the Invested Amount.
(a) Subject to satisfaction of the conditions precedent set forth in
subsection (c) of this Section 4.2 (as evidenced by an Officer's Certificate of
the Master Servicer delivered to the Trustee), on the Series 1997-1 Closing
Date, NFLP may issue Series 1997-1 Notes in the initial aggregate principal
amount equal to the Series 1997-1 Initial Invested Amount. Such Series 1997-1
Notes shall be issued to the Series 1997-1 Noteholder. Proceeds from such Series
1997-1 Notes shall be deposited into the Series 1997-1 Collection Account and
allocated in accordance with Section 5.2 hereof.
(b) On the Series 1997-1 Closing Date and thereafter on any Business
Day during the Series 1997-1 Revolving Period, NFLP may, upon request by a
Lessee to lease Series 1997 Vehicles under the Series 1997 Lease, increase the
Series 1997-1 Invested Amount (each such increase referred to as an "Increase")
by issuing, at par, additional Series 1997-1 Invested Amount of Series 1997-1
Notes in amounts that satisfy the following requirements: (i) the portion of the
Increase represented by additional Series 1997-1 Invested Amount shall be such
that no Series 1997-1 Enhancement Deficiency would result after giving effect to
such Increase in the Series 1997-1 Invested Amount and the application of the
proceeds thereof to leasing Vehicles under the Series 1997 Lease; and (ii) no
Series 1997 Asset Amount Deficiency will result from such Increase. Satisfaction
of the above conditions shall be evidenced by the delivery of a certificate from
the Master Servicer to such effect. Proceeds from any Increase shall be
deposited into the Series 1997-1 Collection Account and allocated in accordance
with Section 5.2 hereof. Upon each Increase, the Trustee shall, or shall cause
the Note Registrar to, indicate in the Note Register such Increase.
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(c) The Series 1997-1 Invested Amount may be increased pursuant to
subsection (a) or (b) above only upon satisfaction of each of the following
conditions (as evidenced by an Officers' Certificate delivered by NFLP to the
Trustee) with respect to each proposed Increase:
(i) the amount of such Increase shall be equal to or greater
than $100,000;
(ii) after giving effect to such Increase, the Principal
Balance of the Series 1997-1 Notes shall not exceed the Series 1997-1
Maximum Invested Amount;
(iii) there shall not then exist, nor shall such Increase
result in the occurrence of, (x) an Amortization Event, a Liquidation
Event of Default or a Series 1997-1 Limited Liquidation Event of
Default, or (y) an event or occurrence, which, with the passing of time
or the giving of notice thereof, or both, would become an Amortization
Event, a Liquidation Event of Default or a Series 1997-1 Limited
Liquidation Event of Default;
(iv) all conditions precedent (1) to the acquisition of
additional Vehicles under the Series 1997 Lease, (2) to the making of
Advances under the Series 1997-1 Note Purchase Agreement and (3) to the
issuance of Commercial Paper Notes as specified in the Series 1997-1
Liquidity Agreement shall have, in each case, been satisfied;
(v) with respect to the Initial Fleet, each applicable Lessee
shall have delivered to the Master Collateral Agent a duly executed
Assignment and Nominee Agreement satisfactory in form to the Lessor and
the Trustee;
(vi) notice of such Increase shall have been delivered to the
Series 1997-1 Collateral Agent and the Series 1997-1 Liquidity Agent;
(vii) all representations and warranties set forth in Article
7 of the Base Indenture and in Section 23 of the Series 1997 Lease
shall be true and correct in all material respects;
(viii) with respect to the Increase on the VFN Closing Date
only, the Master Servicer shall have calculated the Series 1997-1
Available Subordinated Amount and the Series 1997-1 Enhancement Amount
and the Trustee shall have confirmed receipt of such written
calculation;
(ix) with respect to the Increase on the VFN Closing Date
only, after giving effect to such Increase, the Aggregate VFN Invested
Amount shall not exceed the Maximum Aggregate VFN Invested Amount; and
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(x) with respect to the Increase on the VFN Closing Date only,
NFLP shall have granted to the Trustee a first priority security
interest in its right, title and interest in and to the Series 1997 VFN
Collateral and the Series 1997-1 Separate Collateral.
Section 4.3 Decreases.
(a) Mandatory Decreases. Whenever (i) a Series 1997-1 Enhancement
Deficiency exists, then, on the Distribution Date immediately following
discovery of such Series 1997-1 Enhancement Deficiency, NFLP shall, on or before
the next Distribution Date pay or deposit to the Series 1997-1 Collection
Account to be allocated in accordance with Section 5.2 hereof, a principal
payment to decrease the Series 1997-1 Invested Amount (subject to the
limitations specified in Section 4.3(c) below) by the amount necessary, so that
after giving effect to all Decreases of the Series 1997-1 Invested Amount on
such Distribution Date, no such Series 1997-1 Enhancement Deficiency shall exist
and (ii) a Series 1997 Asset Amount Deficiency exists, then, on the Distribution
Date immediately following discovery of such Series 1997 Asset Amount
Deficiency, NFLP shall, on or before the next Distribution Date pay or deposit
to the Series 1997-1 Collection Account to be allocated in accordance with
Section 5.2 hereof, a principal payment to decrease the Series 1997-1 Invested
Amount (subject to the limitations specified in Section 4.3(c) below) in an
amount equal to the Series 1997-1 Invested Percentage (with respect to Principal
Collections) of the amount of such Series 1997 Asset Amount Deficiency (each
reduction of the Series 1997-1 Invested Amount pursuant to this Section 4.3(a),
a "Mandatory Decrease"). Upon discovery of such a Series 1997-1 Enhancement
Deficiency, NFLP shall deliver notice of any such Mandatory Decreases to the
Trustee.
(b) Voluntary Decreases. NFLP may voluntarily prepay all or a portion
of the Series 1997-1 Invested Amount of the Series 1997-1 Notes to be paid or
deposited into the Series 1997-1 Collection Account and to be allocated in
accordance with Section 5.2 hereof and in accordance with the procedures set
forth herein (each reduction of the Series 1997-1 Invested Amount pursuant to
this Section 4.3(b), a "Voluntary Decrease"); provided that the Series 1997
Vehicles released in connection with any such Voluntary Decrease pursuant to
this Section 4.3(b) shall be selected such that no Series 1997-1 Enhancement
Deficiency exists after giving effect to such Decrease. Each such Decrease shall
be, in the aggregate for all Series 1997-1 Notes, in a minimum principal amount
of $100,000.
(c) Upon receipt by a Trust Officer of written notice that a Decrease
has been completed, the Trustee shall, or shall cause the Note Registrar to,
indicate in the Note Register such Decrease. The amount of any Decrease shall
not exceed the amount on deposit in the VFN Collection Accounts and available
for distribution to Series 1997-1 Noteholders in respect of principal on the
Series 1997-1 Notes on the date of such Decrease pursuant to the terms hereof
and as Shared Series 1997 VFN Collections pursuant to the terms of the other
Series 1997 Variable Funding Supplements.
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ARTICLE 5
SERIES 1997-1 ALLOCATIONS
With respect to the Series 1997-1 Notes only, the following shall
apply:
Section 5.1 Establishment of Series 1997-1 Collection Account and
Series 1997-1 Accrued Interest Account.
(a) The Trustee will establish and maintain a segregated trust account
for the benefit of the Series 1997-1 Noteholders (the "Series 1997-1 Collection
Account"). Amounts on deposit in the Series 1997-1 Collection Account shall be
invested in accordance with Sections 5.1(d) and (e) of the Base Indenture.
(b) The Trustee will establish and maintain an administrative
sub-account within the Series 1997-1 Collection Account with respect to Interest
Collections (such sub-account, the "Series 1997-1 Accrued Interest Account").
Funds on deposit in the Series 1997-1 Accrued Interest Account shall be invested
in accordance with Sections 5.1(d) and (e) of the Base Indenture.
(c) The Trustee will establish and maintain a segregated trust account
for the benefit of the Series 1997 Variable Funding Noteholders (the "Series
1997 Collection Account"). Amounts on deposit in the Series 1997 Collection
Account shall be invested in accordance with Sections 5.1(d) and (e) of the Base
Indenture.
Section 5.2 Allocations with Respect to the Series 1997-1 Notes. The
proceeds from the sale of the Series 1997-1 Notes will initially be delivered by
or on behalf of NFLP to the Trustee by depositing such proceeds in the Series
1997-1 Collection Account. On each Business Day thereafter, all VFN Collections
shall initially be deposited into the Series 1997 Collection Account. On each
Business Day on which VFN Collections are deposited into the Series 1997
Collection Account (each such date, a "Deposit Date"), the Master Servicer,
prior to 12:00 noon (New York City time), will direct the Trustee in writing to
allocate to the Series 1997-1 Collection Account (1) a portion of such VFN
Collections (including Recoveries, which shall be treated as Principal
Collections) equal to the Series 1997-1 Collections for such Deposit Date and
(2) all Shared Series 1997 VFN Collections allocable to the series 1997-1 Notes
from other VFN Collection Accounts, in each case, for further allocation in
accordance with the provisions of this Section 5.2.
(a) Allocations of Collections During the Series 1997-1
Revolving Period. During the Series 1997-1 Revolving Period, the Master
Servicer, at the Master Servicer's option in the case of subsection (x)
(except to extent provided in such subsection(x)(i)), will direct the
Trustee in writing to allocate all Series 1997-1 Collections and Shared
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Series 1997 VFN Collections from other VFN Collection Accounts
deposited into the Series 1997-1 Collection Account (including
Recoveries) as set forth below:
(x) On each Deposit Date, prior to 1:00 p.m. (New
York City time):
(i) allocate to the Series 1997-1 Accrued
Interest Account an amount, as stated in such Master
Servicer direction, not to exceed the excess of
accrued and unpaid Series 1997-1 Note Interest as of
such date over the amount on deposit in the Series
1997-1 Accrued Interest Account on such date
(provided that the allocation pursuant to this
subsection (x)(i) shall be mandatory on any day on
which Commercial Paper Notes mature and, to the
extent that the amount allocated pursuant to this
subsection (x)(i) on such maturity date is
insufficient to pay the interest due on maturing
Commercial Paper Notes on such date, the allocation
pursuant to this subsection (x)(i) will be mandatory
on each succeeding day until such shortfall is paid;
and provided further that all amounts allocated
pursuant to this subsection (x)(i) in respect of
maturing Commercial Paper Notes shall be applied on
such date in accordance with Section 5.4); and
(ii) allocate to the Series 1997-1
Distribution Account the amount, as stated in such
Master Servicer direction, of any Mandatory Decreases
in the Series 1997-1 Invested Amount to be made in
accordance with Section 4.3(a) hereof for payment on
the date designated in such Master Servicer direction
as a principal payment on account of the Series
1997-1 Notes to reduce the Series 1997-1 Invested
Amount; and
(iii) make available to NFLP an amount, as
stated in such Master Servicer direction, equal to
any Series 1997 Lease Advances that are in accordance
with the requirements of and conditions precedent
under the Series 1997 Lease; and
(iv) to the extent that a mandatory decrease
is payable to the Holders of any other Series of
Series 1997 Variable Funding Notes on such Deposit
Date and remains unpaid after application of all
available VFN Collections initially allocated to such
Series of Notes, allocate to the distribution account
for each such other Series (pro rata (1) from each
other VFN Collection Account with funds available for
application to pay such mandatory decrease on the
basis of the amounts available in all such VFN
Collection Accounts and (2) to each VFN Collection
Account having an unpaid mandatory decrease on the
basis of the portion of such mandatory decrease
remaining unpaid) the amounts remaining in the Series
1997-1 Collection Account on such Deposit Date after
application
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pursuant to clauses (i) through (iii) above (up to
the aggregate amount of such unpaid mandatory
decreases in respect of such other Series of Series
1997 Variable Funding Notes) for application to pay
such mandatory decrease; provided, however, that such
allocation shall not be deemed to reduce the Series
1997-1 Invested Amount (such amounts and similar
amounts from other VFN Collection Accounts, "Shared
Series 1997 VFN Collections"); and
(v) allocate to the Series 1997-1
Distribution Account the amount, as stated in such
Master Servicer direction, of any Voluntary Decreases
in the Series 1997-1 Invested Amount to be made in
accordance with Section 4.3(b) hereof for payment on
the date designated in such Master Servicer direction
as a principal payment on account of the Series
1997-1 Notes to reduce the Series 1997-1 Invested
Amount; and
(vi) allocate to the Retained Distribution
Account the amount, as stated in such Master Servicer
direction, of any transfer to be made in accordance
with Section 5.2(d)(y) hereof; and
(vii) the amounts remaining in the Series
1997-1 Collection Account on such Deposit Date after
application pursuant to clauses (i) through (vi)
above shall be retained on deposit and shall be
available on future Deposit Dates for application in
accordance with this Section 5.2.
(y) On each Distribution Date during the Series
1997-1 Revolving Period and the first Distribution Date
following the end of the Series 1997-1 Revolving Period, the
Master Servicer will direct the Trustee in writing (prior to
10:00 a.m., New York City time) to allocate all Series 1997-1
Collections on deposit in the Series 1997-1 Collection Account
and, if specified below, pay to the account specified below:
(i) with respect to each Servicer which is
not Republic or an Affiliate of Republic, withdraw
and pay to such Servicer an amount, as stated in such
Master Servicer direction, equal to (i) the Series
1997-1 Monthly Servicing Fee (and any Series 1997-1
Monthly Supplemental Servicing Fee) accrued since the
preceding Distribution Date in respect of such
non-Affiliate Servicer, plus (ii) all accrued and
unpaid Series 1997-1 Monthly Servicing Fees (and any
Series 1997-1 Monthly Supplemental Servicing Fees) in
respect of previous periods in respect of such
non-Affiliate Servicer; and
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(ii) allocate to the Series 1997-1 Accrued
Interest Account an amount, as stated in such Master
Servicer direction, equal to the excess of the Series
1997-1 Note Interest due on such Distribution Date
over the amount on deposit in the Series 1997-1
Accrued Interest Account for application in
accordance with Section 5.4 hereof;
(iii) with respect to each Servicer which is
Republic or an Affiliate thereof, withdraw and pay to
such Servicer an amount, as stated in such Master
Servicer direction, equal to (i) the Series 1997-1
Monthly Servicing Fee (and any Series 1997-1 Monthly
Supplemental Servicing Fee) accrued since the
preceding Distribution Date in respect of each
Servicer that is Republic or an Affiliate, plus (ii)
all accrued and unpaid Series 1997-1 Monthly
Servicing Fees (and any Series 1997-1 Monthly
Supplemental Servicing Fees) in respect of previous
periods in respect of each Servicer that is Republic
or an Affiliate, minus (iii) the amount of any Series
1997-1 Monthly Servicing Fees (and Series 1997-1
Monthly Supplemental Servicing Fees) withheld by the
Servicers since the preceding Distribution Date
pursuant to Section 5.2(c) of the Base Indenture. On
such Distribution Date, the Trustee shall withdraw
such amount from the Series 1997-1 Collection Account
and remit such amount to the Servicers; and
(iv) allocate to the Series 1997-1
Distribution Account the amount, as stated in such
Master Servicer direction, of any Mandatory Decreases
in the Series 1997-1 Invested Amount to be made in
accordance with Section 4.3(a) hereof for payment on
the related Distribution Date as a principal payment
on account of the Series 1997-1 Notes to reduce the
Series 1997-1 Invested Amount; and
(v) make available to NFLP an amount, as
stated in such Master Servicer direction, equal to
any Series 1997 Lease Advances that are in accordance
with the requirements of and conditions precedent
under the Series 1997 Lease; and
(vi) to the extent that a mandatory decrease
is payable to the Holders of any other Series of 1997
Variable Funding Notes on such Distribution Date and
remains unpaid after application of all available VFN
Collections initially allocated to such Series of
Notes, allocate to the distribution account for each
such other Series (pro rata (1) from each other VFN
Collection Account with funds available for
application to pay such mandatory decrease on the
basis of the amounts available in all such VFN
Collection Accounts and (2) to each VFN Collection
Account having
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an unpaid mandatory decrease on the basis of the
portion of such mandatory decrease remaining unpaid)
the amounts remaining in the Series 1997-1 Collection
Account after application pursuant to clauses (i)
through (v) above (up to the aggregate amount of such
unpaid mandatory decreases in respect of such other
Series of Series 1997 Variable Funding Notes) for
application as Shared Series 1997 VFN Collections to
pay such mandatory decrease (provided, however, that
such allocation shall not be deemed to reduce the
Series 1997-1 Invested Amount); and
(vii) allocate to the Series 1997-1
Distribution Account the amount, as stated in such
Master Servicer direction, of any Voluntary Decreases
in the Series 1997-1 Invested Amount to be made in
accordance with Section 4.3(b) hereof for payment on
the related Distribution Date as a principal payment
on account of the Series 1997-1 Notes to reduce the
Series 1997-1 Invested Amount; and
(viii) so long as no Series 1997 Asset
Amount Deficiency exists or would result and so long
as no Series 1997-1 Enhancement Deficiency exists or
would result, allocate to the Retained Distribution
Account the remainder of such Series 1997-1
Collections; provided that, at the option of NFLP,
any portion of such remaining Series 1997-1
Collections constituting Profits shall not be
allocated to the Retained Distribution Account but
will instead be available to be lent under the
Subordinated Note in accordance with Section 5.10
hereof.
(b) Allocations During the Series 1997-1 Rapid Amortization
Period. During the Series 1997-1 Rapid Amortization Period, the Master
Servicer will direct the Trustee in writing to allocate, prior to 12:00
noon (New York City time) on each Distribution Date, all Series 1997-1
Collections (including Recoveries) and all Shared Series 1997 VFN
Collections deposited in the Series 1997-1 Collection Account as set
forth below:
(i) with respect to each Servicer which is not
Republic or an Affiliate of Republic, withdraw and pay to such
Servicer an amount, as stated in such Master Servicer
direction, equal to (i) the Series 1997-1 Monthly Servicing
Fee (and any Series 1997-1 Monthly Supplemental Servicing Fee)
accrued since the preceding Distribution Date in respect of
such non-Affiliate Servicer, plus (ii) all accrued and unpaid
Series 1997-1 Monthly Servicing Fees (and any Series 1997-1
Monthly Supplemental Servicing Fees) in respect of previous
periods in respect of such non-Affiliate Servicer; and
(ii) allocate to the Series 1997-1 Accrued Interest
Account an amount, as stated in such Master Servicer
direction, equal to the excess of the Series 1997-1
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Note Interest due on such Distribution Date over the amount on
deposit in the Series 1997-1 Accrued Interest Account for
allocation in accordance with Section 5.4 hereof;
(iii) with respect to each Servicer which is Republic
or an Affiliate thereof, withdraw and pay to such Servicer an
amount, as stated in such Master Servicer direction, equal to
(i) the Series 1997-1 Monthly Servicing Fee (and any Series
1997-1 Monthly Supplemental Servicing Fee) accrued since the
preceding Distribution Date in respect of each Servicer that
is Republic or an Affiliate, plus (ii) all accrued and unpaid
Series 1997-1 Monthly Servicing Fees (and any Series 1997-1
Monthly Supplemental Servicing Fees) in respect of previous
periods in respect of each Servicer that is Republic or an
Affiliate, minus (iii) the amount of any Series 1997-1 Monthly
Servicing Fees (and Series 1997-1 Monthly Supplemental
Servicing Fees) withheld by the Servicers since the preceding
Distribution Date pursuant to Section 5.2(c) of the Base
Indenture. On such Distribution Date, the Trustee shall
withdraw such amount from the Series 1997-1 Collection Account
and remit such amount to the Servicers; and
(iv) allocate to the Series 1997-1 Distribution
Account Series 1997-1 Collections and Shared Series 1997 VFN
Collections up to the then outstanding Series 1997-1 Invested
Amount, as stated in such Master Servicer direction for
application in accordance with Section 5.5 hereof;
(v) allocate to the Series 1997-1 Distribution
Account, all remaining Series 1997-1 Collections and Shared
Series 1997 VFN Collections allocable to the Series 1997-1
Collection Account up to the Principal Balance of, and
interest on, the Series 1997-1 Notes and all other amounts due
under this Series 1997-1 Supplement and the Series 1997-1 Note
Purchase Agreement; and
(vi) allocate to the Retained Distribution Account
all remaining Series 1997-1 Collections after allocations in
clauses (i) through (iv) above for allocation in accordance
with Section 5.2(d) hereof.
(c) Additional Allocations for All Periods. The Master
Servicer will direct the Trustee in writing to allocate the amounts set
forth below as follows:
(x) Monthly, for each Distribution Date, allocate in
respect of the Series 1997-1 Notes an amount, as stated in
such Master Servicer direction, equal to the Series 1997-1
Losses for the Related Month in the following manner:
(i) first, reduce the Series 1997-1
Available Subordinated Amount by the amount of such
Series 1997-1 Losses until the Series 1997-1
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Available Subordinated Amount has been reduced to
zero for allocation in accordance with Section 5.10
hereof;
(ii) second, to the extent any such Series
1997-1 Losses are Series 1997 Non-Program Losses of
the type described in part (a) of the definition
thereof or Series 1997 Program Losses of the type
described in part (a) of the definition thereof and
remain after the Series 1997-1 Available Subordinated
Amount has been reduced to zero, draw on the Series
1997-1 Letter of Credit or make a withdrawal from the
Series 1997-1 Cash Collateral Account in the amount
of such Series 1997-1 Losses in accordance with
Section 5.9 hereof and deposit the proceeds of such
draw in the Series 1997-1 Distribution Account for
allocation in accordance with Section 5.5 hereof;
(iii) third, to the extent any such Series
1997-1 Losses are Series 1997 Non-Program Losses of
the type described in part (b) of the definition
thereof or Series 1997 Program Losses of the type
described in part (b) of the definition thereof and
remain after the Series 1997-1 Available Subordinated
Amount has been reduced to zero, make a demand for
payment under the Subordinated Note in the amount
stated in such Master Servicer direction, up to the
Series 1997-1 Invested Percentage (with respect to
Losses) of the outstanding principal amount of the
Subordinated Note, and then make a demand for payment
of any remainder under the Demand Note in the amount
stated in such Master Servicer direction, up to the
Series 1997-1 Invested Percentage (with respect to
Losses) of the outstanding principal amount of the
Demand Note in accordance with Section 5.10 hereof
(any failure of National to pay under the Demand Note
shall give rise to a Series 1997-1 Letter of Credit
draw as specified in Section 5.10 hereof) and deposit
the proceeds of such payment or draw in the Series
1997-1 Distribution Account for allocation in
accordance with Section 5.5 hereof; and
(iv) fourth, any Series 1997-1 Losses
remaining after making the allocations, withdrawals
and claims under clauses (i), (ii) and (iii) above
will be allocated, as stated in such Master Servicer
direction, to reduce the Series 1997-1 Invested
Amount.
(y) Monthly, for each Distribution Date, allocate to
the Series 1997-1 Notes an amount, as stated in such Master
Servicer direction, equal to the Series 1997-1 Recoveries for
the Related Month in the following manner:
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(i) first, allocate all such Series 1997-1
Recoveries to reinstate the Series 1997-1 Invested
Amount, to the extent the Series 1997-1 Invested
Amount has been reduced pursuant to Section
5.2(c)(x)(iv) above;
(ii) second, if the Series 1997-1 Cash
Collateral Account has been funded, deposit into such
account all remaining Series 1997-1 Recoveries after
making the allocations in clause (i) above until the
amount on deposit in the Series 1997-1 Cash
Collateral Account equals the Series 1997-1 Required
Letter of Credit Amount as stated in such Master
Servicer direction;
(iii) third, allocate all remaining Series
1997-1 Recoveries after making the allocations in
clauses (i) and (ii) above up to the amount, as
stated in such Master Servicer direction, necessary
to reinstate the Series 1997-1 Available Subordinated
Amount to the Series 1997-1 Required Subordinated
Amount; and
(iv) fourth, the remainder of such Series
1997-1 Recoveries after making the allocations in
(i), (ii) and (iii) above shall constitute Series
1997-1 Profits that shall be allocated to the
Retained Distribution Account for allocation in
accordance with Section 5.2(d) hereof or, at the
option and direction of the Master Servicer, lent
under the Subordinated Note in accordance with
Section 5.10 hereof or to be re-advanced under the
terms of the Demand Note.
(d) Additional Allocations to VFN Retained Interest Amount.
(x) On or before 10:00 a.m. (New York City time) on each date specified
below, the Master Servicer will direct the Trustee in writing to
allocate the amounts set forth below as follows:
(i) On each Deposit Date, allocate to the Retained
Distribution Account an amount equal to (x) the VFN Retained
Interest Percentage (as of such day) of the aggregate amount
of VFN Collections deposited into the Series 1997 Collection
Account on such Deposit Date which are Principal Collections,
minus (y) any amounts, other than Monthly Servicing Fees,
which have been withheld by the Master Servicer pursuant to
Section 5.2(c) of the Base Indenture (in accordance with the
limitations set forth in Section 5.2(e)(A) of this Series
1997-1 Supplement), to the extent such amounts withheld
constitute all or part of the VFN Retained Interest;
(ii) On each Distribution Date, allocate to the VFN
Retained Interest Amount an amount equal to the applicable VFN
Retained Interest Percentage of
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the aggregate amount of Losses for the Related Month, which
amount shall reduce the VFN Retained Interest Amount; and
(iii) On each Distribution Date, allocate to the VFN
Retained Interest Amount an amount equal to the applicable VFN
Retained Interest Percentage of the aggregate amount of
Recoveries for the Related Month, which amount shall increase
the VFN Retained Interest Amount;
provided, however, that clauses (d)(i), (ii) and (iii) above shall not
be duplicative with any similar provisions contained in any other
Supplement and the Retained Interestholder shall only be paid or
allocated such amount once on any Deposit Date or other day.
(y) At any time and from time to time upon receipt of a duly
executed Master Servicer direction, the Trustee will transfer funds
from the Series 1997-1 Collection Account to the Retained Distribution
Account; provided, however, that the Trustee will not make any such
transfer on any date unless the Trustee receives an Officer's
Certificate from the Master Servicer stating that (i) the Master
Servicer has calculated the Series 1997 Aggregate Asset Amount, the
Series 1997 Required Asset Amount, the Series 1997-1 Enhancement Amount
and the Series 1997-1 Minimum Enhancement Amount as of the date of such
transfer, (ii) on the date such transfer is made no Series 1997 Asset
Amount Deficiency exists and no Series 1997 Asset Amount Deficiency
will result from the making of such transfer and (iii) on the date such
transfer is made no Series 1997-1 Enhancement Deficiency exists and no
Series 1997-1 Enhancement Deficiency will result from the making of
such transfer.
(e) Allocation Adjustments. Notwithstanding the foregoing
provisions of this Section 5.2:
(A) notwithstanding anything contained in Section
5.2(c) of the Base Indenture, to the extent that the VFN
Retained Interest Amount exceeds zero, the Master Servicer (i)
may make or cause to be made deposits to the Series 1997-1
Collection Account net of any portions thereof which are
allocable to the Retained Distribution Account and represent
amounts due and owing to the Master Servicer and (ii) need not
deposit or cause to be deposited any amounts to be paid to the
Master Servicer pursuant to Section 5.2 of the Base Indenture,
and such amounts will be deemed to have been paid to the
Master Servicer pursuant to Section 5.2 of the Base Indenture;
provided, however, that no Master Servicer other than Republic
or an Affiliate of Republic, nor any Master Servicer with
respect to which a Lease Event of Default has occurred and is
continuing, shall be entitled to withhold any amounts pursuant
to Section 5.2(c) of the Base Indenture and the Trustee shall
deposit amounts payable to the Master Servicer in the Series
1997-1
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Collection Account pursuant to the provisions of Section 5.2
of the Base Indenture on each Deposit Date;
(B) any amounts withheld by the Master Servicer and
not deposited in the Series 1997-1 Collection Account pursuant
to Section 5.2(c) of the Base Indenture (and in accordance
with the limitations set forth in (A) above) shall be deemed
to be deposited in the Series 1997-1 Collection Account on the
date such amounts are withheld for purposes of determining the
amounts to be allocated pursuant to this Section 5.2;
(C) NFLP may, from time to time in its sole
discretion, increase the Series 1997-1 Available Subordinated
Amount by (i) transferring funds to the Series 1997-1
Collection Account and (ii) delivering to the Master Servicer
and the Trustee an Officers' Certificate setting forth the
amount of such transferred funds and stating that such
transferred funds shall be allocated to the Series 1997-1
Available Subordinated Amount; provided, however, that (a)
NFLP shall have no obligation to so increase the Series 1997-1
Available Subordinated Amount, (b) NFLP may not increase the
Series 1997-1 Available Subordinated Amount at any time if,
after such increase, an "enhancement deficiency" (as defined
in any other Series 1997 Variable Funding Supplement) would
exist with respect to such other Series of Series 1997
Variable Funding Notes; provided that, if a Series 1997-1
Enhancement Deficiency exists, NFLP may increase the Series
1997-1 Available Subordinated Amount so long as simultaneously
with such increase the available subordinated amount of each
other Series of Series 1997 Variable Funding Notes with
respect to which there exists an "enhancement deficiency" (as
defined in any other Series 1997 Variable Funding Supplement)
shall also be increased pro rata (on the basis of the
outstanding Series 1997-1 Enhancement Deficiency and the
enhancement deficiencies outstanding with respect to such
other Series 1997 Variable Funding Notes) and (c) NFLP may not
increase the Series 1997-1 Available Subordinated Amount at
any time if the amount of such increase, together with the sum
of the amounts of all prior increases, if any, of the Series
1997-1 Available Subordinated Amount, would exceed the Series
1997-1 Available Subordinated Amount Maximum Increase;
(D) NFLP may, from time to time in its sole
discretion, increase the VFN Retained Interest Amount by (i)
transferring funds to the Series 1997-1 Collection Account and
(ii) delivering to the Master Servicer and the Trustee an
Officers' Certificate setting forth the amount of such
transferred funds and stating that such transferred funds
shall be allocated to the VFN Retained Interest Amount;
provided, however, that (a) NFLP shall have no obligation to
so increase the VFN Retained Interest Amount, (b) the source
of such funds shall be either (x) a loan of such funds to NFLP
by one or more Affiliates of NFLP or (y) a contribution to
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NFLP by one or more of the direct or indirect owners of a
partnership interest in NFLP and (c) the transfer to NFLP of
such funds by such source shall not be in violation of Section
24.10 of the Series 1997 Lease; and
(E) in the event that a Series 1997-1 Enhancement
Deficiency occurs, an Amortization Event and a Series 1997-1
Limited Liquidation Event of Default shall be deemed to have
occurred with respect to the Series 1997-1 Notes; provided,
however, (i) the Issuer may prevent an Amortization Event from
occurring if, within one (1) Business Day after the occurrence
of such Series 1997-1 Enhancement Deficiency, the Issuer
contributes to the Series 1997-1 Available Subordinated Amount
(in accordance with Section 5.2(e)(C) above) a portion of the
VFN Retained Interest Amount in an amount sufficient, in the
aggregate, to increase the Series 1997-1 Available
Subordinated Amount by an amount sufficient to eliminate such
Series 1997-1 Enhancement Deficiency; provided, however, the
amount of such contribution (together with the sum of the
amounts of all prior contributions) shall not exceed the
Series 1997-1 Available Subordinated Amount Maximum Increase,
excluding from such calculation any increase in the Series
1997-1 Available Subordinated Amount (1) through Recoveries or
from funds constituting repayments of principal under the
Demand Note, the Subordinated Note or any intercompany demand
note made by any Affiliate of NFLP in favor of NFLP, or (2)
relating to an increase in the Series 1997-1 Minimum
Enhancement Amount that results from (a) an increase in the
ratio of Non-Program Vehicles to all Vehicles, (b) a reduction
in the aggregate amount of cash and Permitted Investments
allocable to Series 1997 Vehicles in the Series 1997-1
Collection Account, or (c) a decline in the resale performance
of Non-Program Vehicles within the twelve calendar months
preceding the applicable date of determination, and (ii) the
Issuer may prevent a Series 1997-1 Limited Liquidation Event
of Default from occurring if within the thirty (30) day period
after the occurrence of such Series 1997-1 Enhancement
Deficiency (x) the Issuer contributes to the Series 1997-1
Available Subordinated Amount (in accordance with Section
5.2(e)(C) above) a portion of the VFN Retained Interest Amount
sufficient to increase the Series 1997-1 Available
Subordinated Amount by an amount sufficient to eliminate such
Series 1997-1 Enhancement Deficiency and (y) obtains written
notice from the Rating Agencies to the Issuer, RFC and the
Trustee that after such cure of such Series 1997-1 Enhancement
Deficiency is provided for, the Commercial Paper Notes will
receive the same rating from the Rating Agencies as they
received prior to the occurrence of such Series 1997-1
Enhancement Deficiency.
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Section 5.3 Monthly Payments from the Series 1997-1 Accrued Interest
Account.
(a) On each Determination Date, as provided below, the Master Servicer
shall instruct the Trustee or the Paying Agent in writing to withdraw, and on
the following Distribution Date the Trustee or the Paying Agent, acting in
accordance with such instructions, shall withdraw the amounts required to be
withdrawn from the Series 1997-1 Collection Account as set forth below in
respect of all funds available from Series 1997-1 Collections processed since
the preceding Distribution Date and allocated to the holders of the Series
1997-1 Notes.
(b) Note Interest With Respect to the Series 1997-1 Notes. On each
Distribution Date or on any date on which NFLP is required to or has elected to
prepay Series 1997-1 Note Interest in accordance with Section 5.4(a), the Master
Servicer shall, after all distributions required to be made pursuant to this
Section 5.3(b) have been made, instruct the Trustee and the Paying Agent in
writing as to the amount to be withdrawn from the Series 1997-1 Accrued Interest
Account to the extent funds will be available and processed from but not
including the preceding Distribution Date through the succeeding Distribution
Date in respect of Series 1997-1 Note Interest. On the Distribution Date related
to such Determination Date (or, if applicable, on the date on which NFLP has
elected to prepay Series 1997-1 Note Interest), the Trustee shall withdraw from
the Series 1997-1 Accrued Interest Account the amount on deposit therein
available for the payment of Series 1997-1 Note Interest and deposit such amount
in the Series 1997-1 Distribution Account.
Section 5.4 Payment of Note Interest.
(a) On any day, on which NFLP has elected or is required to prepay all
or a portion of the Series 1997-1 Note Interest that will be due on the next
Distribution Date NFLP shall notify the Trustee and the Master Servicer thereof
in writing. If NFLP so elects to prepay Series 1997-1 Note Interest, the Paying
Agent shall, in accordance with the direction of the Master Servicer delivered
under Section 5.3(b), pay to the Series 1997-1 Noteholders from the Series
1997-1 Distribution Account the amount deposited in the Series 1997-1
Distribution Account for the payment of Series 1997-1 Note Interest on such day
pursuant to Section 5.3(b).
(b) On each Distribution Date, the Paying Agent shall, in accordance
with Section 6.1 of the Base Indenture, pay to the Series 1997-1 Noteholders
from the Series 1997-1 Distribution Account the amount deposited in the Series
1997-1 Distribution Account for the payment of interest pursuant to Section
5.3(b) and, to the extent that such amount is insufficient to pay all Series
1997-1 Note Interest payable on such Distribution Date, after giving credit for
all prepayments on account thereof pursuant to (a) above (the amount of such
insufficiency, a "Note Interest Shortfall"), the Master Servicer shall instruct
the Trustee in writing (a) to withdraw from the Series 1997-1 Collection Account
the lesser of (i) the amount on deposit in the Series 1997-1 Collection Account
(up to the Series 1997-1 Available Subordinated Amount on such date) and (ii)
the amount of such Note Interest Shortfall and (b) to the extent of any
remaining Note
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Interest Shortfall, to apply to pay such Note Interest Shortfall amounts on
deposit in the Series 1997-1 Distribution Account representing the proceeds of a
Credit Draw up to the lesser of (i) the remaining Note Interest Shortfall and
(ii) the proceeds of such Credit Draw.
Section 5.5 Payment of Note Principal.
(a) On the date specified in the applicable Master Servicer direction
and on each Distribution Date during the Series 1997-1 Revolving Period and the
first Distribution Date following the end of the Series 1997-1 Revolving Period,
if funds have been allocated to the Series 1997-1 Distribution Account pursuant
to Section 5.2(a)(x)(ii), (iv) or (v) or Section 5.2(a)(y)(iv), (vi) or (vii),
the Master Servicer shall instruct the Trustee and the Paying Agent in writing
to pay to the Series 1997-1 Noteholders the amount so allocated as a principal
payment on account of the Series 1997-1 Notes.
(b) Commencing on the first Distribution Date after the commencement of
the Series 1997-1 Rapid Amortization Period, the Master Servicer shall instruct
the Trustee and the Paying Agent in writing as to the amount of Series 1997-1
Collections allocated to the Series 1997-1 Notes during the Related Month
pursuant to Section 5.2(b)(iv) of this Supplement (such amount, the "Monthly
Principal Allocation") and to pay to the Series 1997-1 Noteholders the amount so
allocated as a principal payment on account of the Series 1997-1 Notes.
Commencing on the first Distribution Date after the commencement of the Series
1997-1 Rapid Amortization Period, to the extent that the Monthly Principal
Allocation is insufficient to pay all principal due in respect of the Series
1997-1 Notes on such Distribution Date (the amount of such insufficiency, a
"Principal Shortfall"), the Master Servicer shall instruct the Trustee in
writing (i) to withdraw from the Series 1997-1 Collection Account the lesser of
(A) the amount on deposit in the Series 1997-1 Collection Account (up to the
Series 1997-1 Available Subordinated Amount on such date after giving effect to
any reduction thereof pursuant to Section 5.4) and (B) the amount of such
Principal Shortfall, (ii) to the extent of any remaining Principal Shortfall, to
apply to the payment thereof Principal Collections with respect to any other
Series of Notes which pursuant to Section 5.2(d) of the Base Indenture are
available on such Distribution Date to pay principal of the Series 1997-1 Notes
(up to the amount of such Principal Shortfall remaining) and (iii) to the extent
of any remaining Principal Shortfall, to apply amounts on deposit in the Series
1997-1 Distribution Account representing the proceeds of a Credit Draw up to the
lesser of (A) the remaining Principal Shortfall and (B) the proceeds of such
Credit Draw remaining after any application thereof pursuant to Section 5.4;
provided, however, that with respect to the final Distribution Date, the Trustee
shall, in accordance with the written instructions of the Master Servicer,
withdraw from the Series 1997-1 Collection Account pursuant to clause (i) of
this sentence an amount which (in the aggregate) is no greater than the
Principal Balance of the Series 1997-1 Notes on such Distribution Date. The
entire principal amount of all Outstanding Series 1997-1 Notes shall be due and
payable on the Series 1997-1 Termination Date.
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(c) Commencing on the first Distribution Date after the commencement of
the Series 1997-1 Rapid Amortization Period, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Series 1997-1
Noteholders the amount deposited in the Series 1997-1 Distribution Account for
the payment of principal pursuant to Section 5.5(a) and (b) of this Supplement.
Section 5.6 Servicer's or Republic's Failure to Make a Deposit or
Payment. If a Servicer, the Master Servicer or Republic fails to make, or give
notice or instructions to make, any payment from or deposit to the Series 1997-1
Collection Account or the Series 1997-1 Accrued Interest Account required to be
made or given by such Servicer, the Master Servicer or Republic, respectively,
at the time specified in the Indenture (including applicable grace periods), the
Master Servicer shall, upon request of the Trustee, promptly provide the Trustee
with all information necessary to allow the Trustee, in the event it elects to
do so, to make such a payment. Such funds shall be applied by the Trustee in the
manner in which such payment or deposit should have been applied had it been
made by the Master Servicer, such Servicer or Republic.
Section 5.7 Series 1997-1 Distribution Account.
(a) Establishment of the Series 1997-1 Distribution Account. The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Series 1997-1 Noteholders, or cause to be established and maintained, an
account (the "Series 1997-1 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1997-1 Noteholders. The Series 1997-1 Distribution Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated trust
account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 1997-1 Distribution Account. If the Series 1997-1 Distribution
Account is not maintained in accordance with the previous sentence, the Master
Servicer shall establish a new Series 1997-1 Distribution Account, within ten
(10) Business Days after obtaining knowledge of such fact, which complies with
such sentence, and transfer all cash and investments from the non-qualifying
Series 1997-1 Distribution Account into the new Series 1997-1 Distribution
Account. Initially, the Series 1997-1 Distribution Account will be established
with the Trustee.
(b) Administration of the Series 1997-1 Distribution Account. The
Master Servicer shall instruct the institution maintaining the Series 1997-1
Distribution Account in writing to invest funds on deposit in the Series 1997-1
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 1997-1 Distribution Account
is held with the Paying Agent, then such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or prior
to such Distribution Date. The Trustee shall hold, for the
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benefit of the Series 1997-1 Noteholders and the Master Servicer, possession of
the negotiable instruments or securities evidencing the Permitted Investments
described in clause (i) of the definition thereof from the time of purchase
thereof until the time of maturity.
(c) Earnings from Series 1997-1 Distribution Account. Subject to the
restrictions set forth above, the Master Servicer shall have the authority to
instruct the Trustee in writing with respect to the investment of funds on
deposit in the Series 1997-1 Distribution Account. All interest and earnings
(net of losses and investment expenses) on funds on deposit in the Series 1997-1
Distribution Account shall be deemed to be on deposit and available for
distribution to pay amounts payable from the Series 1997-1 Distribution Account
hereunder, or, to the extent of amounts not necessary to pay such principal, to
pay and be deposited in the Series 1997-1 Collection Account for allocation in
accordance with Section 5.2 hereof.
(d) Series 1997-1 Distribution Account Constitutes Additional
Collateral for Series 1997-1 Notes. In order to secure and provide for the
repayment and payment of the NFLP Obligations with respect to the Series 1997-1
Notes (but not the Notes of any other Series), NFLP has, pursuant to Section
3.1(c) of this Supplement, assigned to the Trustee, for the benefit of the
Series 1997-1 Noteholders, the Series 1997-1 Distribution Account Collateral.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Series 1997-1 Distribution Account and in all proceeds
thereof. The Series 1997-1 Distribution Account Collateral shall be under the
sole dominion and control of the Trustee for the benefit of the Series 1997-1
Noteholders.
Section 5.8 Allocation of Certain Amounts to Interest. Notwithstanding
anything to the contrary set forth in the Indenture, for the period ending on
the earlier of (x) the date that is five months after the occurrence of an Event
of Bankruptcy with respect to Republic and (y) the date on which the underlying
case, application or petition with respect to such Event of Bankruptcy is
withdrawn or dismissed or any stay thereunder in respect of the Trustee is
lifted, the Liquidity Amount shall be allocated and distributed solely in
respect of interest on the Series 1997-1 Notes as the same shall become due and
payable pursuant hereto to the extent Series 1997-1 Collections allocated and
distributed pursuant to this Article 5 are otherwise insufficient to pay such
amounts. Upon the expiration of the period described in clauses (x) and (y) of
this Section 5.8, Disposition Proceeds, Guaranteed Payments and Repurchase
Prices shall be allocated and distributed in accordance with this Article 5
(exclusive of this Section 5.8).
Section 5.9 Draw on Series 1997-1 Letter of Credit.
(a) On or before 10:00 a.m. (New York City time) on each Distribution
Date, the Master Servicer shall notify the Trustee and the Enhancement Agent of
the amount of any Series 1997-1 Lease Payment Deficit, such notification to be
in the form of Exhibit C to this Series 1997-1 Supplement.
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(b) So long as the Series 1997-1 Letter of Credit shall not have been
terminated, on any Business Day that a Series 1997-1 Lease Payment Deficit
exists, the Enhancement Agent, by 11:00 a.m. (New York City time) on the
relevant Distribution Date, if such Series 1997-1 Lease Payment Deficit exceeds
the Series 1997-1 Available Subordinated Amount, (i) draw on the Series 1997-1
Letter of Credit by presenting a draft in an amount equal to the lesser of (x)
the Series 1997-1 Fronting Letter of Credit Percentage of the excess of such
Series 1997-1 Lease Payment Deficit over the Series 1997-1 Available
Subordinated Amount and (y) the available Series 1997-1 Fronting Letter of
Credit Amount on such Business Day accompanied by a Certificate of Credit Demand
in the form of Annex A to the Series 1997-1 Letter of Credit and (ii) if the
Series 1997-1 Cash Collateral Account has been established and funded pursuant
to Section 5.11, direct the Trustee to withdraw from the Series 1997-1 Cash
Collateral Account an amount equal to the Series 1997-1 Cash Collateral
Percentage of the excess of such Series 1997-1 Lease Payment Deficit over the
Series 1997-1 Available Subordinated Amount. The Enhancement Agent shall deliver
the proceeds of any draw pursuant to (i) above to the Trustee no later than 4:00
p.m. (New York City time) for deposit in the Series 1997-1 Distribution Account
and the Trustee shall deposit the proceeds of any withdrawal pursuant to (b)
above in the Series 1997-1 Distribution Account, in each case, application in
accordance with Sections 5.2(c)(x)(ii), 5.4 (b) and 5.5 hereof.
(c) So long as the Series 1997-1 Letter of Credit shall not have been
terminated, on any Business Day that the Enhancement Agent has received written
notice from the Series 1997-1 Collateral Agent pursuant to Section 5.05(b) of
the Series 1997-1 Collateral Agreement notifying the Enhancement Agent of the
existence and amount of a Liquidity Deficiency and directing the Enhancement
Agent to make a draw under the Series 1997-1 Letter of Credit, the Enhancement
Agent shall, by 11:00 a.m. (New York City time) on the date of such notice (or,
in the case of any notice given to the Enhancement Agent after 11:30 a.m. (New
York City time), by 12:00 noon (New York City time) on the next following
Business Day), (i) draw on the Series 1997-1 Letter of Credit by presenting a
draft in an amount equal to the lesser of (x) the Series 1997-1 Fronting Letter
of Credit Percentage of such Liquidity Deficiency and (y) the available Series
1997-1 Fronting Letter of Credit Amount on such Business Day accompanied by a
Certificate of Liquidity Demand in the form of Annex B to the Series 1997-1
Letter of Credit and (ii) if the Series 1997-1 Cash Collateral Account has been
established and funded pursuant to Section 5.11, direct the Trustee to withdraw
from the Series 1997-1 Cash Collateral Account an amount equal to the Series
1997-1 Cash Collateral Percentage of the amount of such Liquidity Deficiency.
The Enhancement Agent shall deliver the proceeds of such draw to the Collateral
Agent for application in accordance with Section 5.01(d) of the Series 1997-1
Collateral Agreement.
(d) The Series 1997-1 Letter of Credit may also be drawn in accordance
with Section 5.10(d).
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Section 5.10 The Series 1997-1 Available Subordinated Amount, the
Subordinated Note and the Demand Note.
(a) Series 1997 Aggregate Available Subordinated Amount.
(i) On the Series 1997-1 Closing Date, NFLP has subordinated
its interest in a portion of the Series 0000 Xxxxxxxxx Asset Amount
constituting the Series 0000 Xxxxxxxxx Available Subordinated Amount.
(ii) NFLP may, from time to time, in its sole discretion,
increase the Series 1997 Available Subordinated Amount in accordance
with Section 5.2(e)(C) and (E) hereof.
(iii) Series 1997-1 Losses and Series 1997-1 Recoveries shall
be allocated to the Series 1997-1 Available Subordinated Amount in
accordance with Section 5.2(c)(x)(i) and 5.2(c)(y)(iii) hereof.
(b) Subordinated Note.
(i) On or after the VFN Closing Date, NFLP may cause to be
executed and delivered to the Trustee, for the benefit of the Series
1997 Variable Funding Noteholders, the Subordinated Note.
(ii) Series 1997-1 Profits may be retained in the Series
1997-1 Collection Account to be lent under the Subordinated Note
pursuant to Section 5.2(a)(y)(viii) and 5.2(c)(y)(iv) hereof.
(iii) Demands for payment under the Subordinated Note and (at
the discretion of NFLP) loans of Profits under the Subordinated Note in
respect of Profits, Series 1997-1 Losses and Series 1997-1 Recoveries
shall be made in accordance with Section 5.2(c)(x)(iii) and
5.2(c)(y)(iv) hereof.
(iv) On each Determination Date, the Master Servicer shall
determine the aggregate amount, if any, of Series 1997-1 Disposition
Losses that have occurred during the Related Month. In the event that
Series 1997-1 Disposition Losses occurring during such Related Month
exceed the amount of all Recoveries in respect thereof received during
such Related Month, the Master Servicer shall, at or before 12:30 p.m.
(New York City time) on such Determination Date, notify , the
Enhancement Agent, and the Trustee in writing of the aggregate amount
of such net Losses (the "Net Disposition Losses"), and the Trustee
shall, prior to 5:00 p.m. (New York City time) on such date, as
specified in such notice from the Master Servicer, transmit to National
a demand for repayment of the Subordinated Note in the amount of the
lesser of the outstanding principal amount under the Subordinated Note
and the amount of such Net Disposition Losses for the Related
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Month remaining after application of Sections 5.2(c)(x)(i) and (ii).
The proceeds of any draw on the Subordinated Note pursuant to this
Section 5.10(b)(iv) shall be allocated in accordance with Section
5.2(c)(x)(iii).
(c) Demand Note.
(i) On or after the VFN Closing Date, NFLP may cause
National to execute and deliver to the Trustee, for the benefit of the
Series 1997 Variable Funding Noteholders, the Demand Note.
(ii) Draws under the Demand Note in respect of Series 1997-1
Losses shall be made in accordance with Section 5.2(c)(x)(iii) hereof.
(iii) On each Determination Date, to the extent that any Net
Disposition Losses remain after application of amounts drawn on the
Subordinated Note pursuant to (b) above, the Master Servicer shall, at
or before 12:30 p.m. (New York City time) on such Determination Date,
notify, the Enhancement Agent, and the Trustee in writing of the
aggregate remaining amount of such Net Disposition Losses, and the
Trustee shall, prior to 5:00 p.m. (New York City time) on such date, as
specified in such notice from the Master Servicer, transmit to National
a demand for payment (each, a "Demand Notice") under the Demand Note in
the amount of the lesser of (x) the outstanding amount of such Demand
Note and (y) the Net Disposition Losses for the Related Month less the
amount demanded under the Subordinated Note. The proceeds of any draw
on the Demand Note pursuant to this Section 5.10(c)(iii) shall be
allocated in accordance with Section 5.2(c)(x)(iii).
(d) In the event that on or prior to 10:00 a.m. (New York City time) on
the Distribution Date next succeeding any Determination Date on which a Demand
Notice has been transmitted to National pursuant to Section 5.2(c)(x)(iii) and
5.10 hereof, National shall have failed to deposit into the Series 1997-1
Collection Account the amount specified in such Demand Notice, so long as the
Series 1997-1 Letter of Credit shall not have been terminated, the Enhancement
Agent shall, by 12:00 p.m. (New York City time) on the same Business Day, (i)
draw on the Series 1997-1 Letter of Credit by presenting a draft in an amount
equal to the lesser of (x) the available Series 1997-1 Fronting Letter of Credit
Amount and (y) the Series 1997-1 Fronting Letter of Credit Percentage of the
unpaid portion of that portion of the amount demanded under the Demand Note
allocable to the Series 1997-1 Distribution Account in accordance with Section
5.10(c) above (the "Unpaid Demand") that has not been deposited into the Series
1997-1 Collection Account as of 10:00 a.m. (New York City time), accompanied by
a Certificate of Credit Demand in the form of Annex A to the Series 1997-1
Letter of Credit and (ii) if the Series 1997-1 Cash Collateral Account has been
established and funded pursuant to Section 5.11, direct the Trustee to withdraw
from the Series 1997-1 Cash Collateral Account an amount equal to the Series
1997-1 Cash Collateral Percentage of the Unpaid Demand. The proceeds of such
draw
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shall be delivered to the Trustee by 4:00 p.m. (New York City time) and be
deposited by the Trustee in the Series 1997-1 Distribution Account for
application pursuant to Sections 5.4 and 5.5 hereof.
Section 5.11 Letter of Credit Termination Demand.
(a) If prior to the date which is thirty (30) days prior to the then
scheduled Series 1997-1 Letter of Credit Expiration Date,
(i) there shall not have been appointed a successor
institution which is an Eligible Credit Enhancer to act as Series
1997-1 Letter of Credit Provider, or
(ii) the payments to be made by the Lessees under the Series
1997 Lease shall not have otherwise been credit enhanced with (A) the
funding of the Series 1997-1 Cash Collateral Account with cash in the
amount of the Series 1997-1 Required Letter of Credit Amount, (B) other
cash collateral accounts, overcollateralization or subordinated
securities or (C) with the consent of the Series 1997-1 Required
Noteholders, a surety bond or other similar arrangements; provided,
however, that
(1) Rating Agency Confirmation shall have been
obtained with respect to any such other form of substitute
credit enhancement referred to in the foregoing Section
5.11(a)(ii)(B) or (C); and
(2) any such other form of substitute credit
enhancement referred to in the foregoing Section
5.11(a)(ii)(C) shall, if the ratings with respect to such
substitute credit enhancement, if applicable, are less than
A-1 or the equivalent from Standard & Poor's and P-1 or the
equivalent from Moody's, be approved by the Series 1997-1
Required Noteholders;
then the Master Servicer shall notify the Trustee and the Enhancement Agent in
writing no later than one Business Day prior to the Series 1997-1 Letter of
Credit Expiration Date of (x) the principal balance of all Outstanding Series
1997-1 Notes on such date, and (y) the amount available to be drawn on the
Series 1997-1 Letter of Credit on such date. Upon receipt of such notice by the
Trustee and the Enhancement Agent on or prior to 10:00 a.m. (New York City time)
on any Business Day, the Enhancement Agent shall, by 12:00 p.m. (New York City
time) on such Business Day (or, in the case of any notice given to the Trustee
after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City time) on the
next following Business Day), draw the lesser of the amounts set forth in
clauses (x) and (y) above on the Series 1997-1 Letter of Credit by presenting a
draft accompanied by a Certificate of Termination Demand in the form of Annex C
to the Series 1997-1 Letter of Credit and shall deliver the proceeds of the
disbursement resulting therefrom to the Trustee for deposit in a special deposit
account (the "Series 1997-1 Cash Collateral Account").
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(b) If a Support Termination Disbursement is made upon a Series 1997-1
Support Letter of Credit pursuant to Section 2.2(d) of the Series 1997-1 Support
Reimbursement Agreement or the GM Series 1997-1 Support Agreement pursuant to
Section 2.2(c) of the GM Series 1997-1 Support Reimbursement Agreement, then,
simultaneously with its delivery of notice of such draw to the Enhancement Agent
as provided under Section 2.1(f) of the Series 1997-1 Support Reimbursement
Agreement or Section 2.1(d) of the GM Series 1997-1 Support Reimbursement
Agreement, as applicable, the Master Servicer shall notify the Trustee thereof
in writing. The proceeds of such draws less any amounts deducted from such
proceeds by the Series 1997-1 Letter of Credit Provider as amounts due and
payable to the Series 1997-1 Letter of Credit Provider from the related Series
1997-1 Support Letter of Credit Provider in connection with the related Series
1997-1 Support Letter of Credit or the GM Series 1997-1 Support Provider in
connection with the GM Series 1997-1 Support Agreement, as the case may be, will
be deposited to the Series 1997-1 Cash Collateral Account.
(c) The Master Servicer shall notify the Trustee and the Enhancement
Agent in writing pursuant to the Series 1997 Lease within one Business Day of
becoming aware that the short-term debt credit rating of the Series 1997-1
Letter of Credit Provider has fallen below "A-1" as determined by Standard &
Poor's or "P-1" as determined by Xxxxx'x (or, in the case of any substitute form
of credit enhancement referred to in Section 5.11(a)(ii)(C), that such
enhancement provider's long-term debt credit rating has fallen below "AA" as
determined by Standard & Poor's or "Aa" as determined by Xxxxx'x). At such time
the Master Servicer shall also notify the Trustee of (i) the principal balance
of all Outstanding Series 1997-1 Notes on such date, and (ii) the Series 1997-1
Fronting Letter of Credit Amount on such Business Day. Upon receipt of such
notice by the Enhancement Agent on or prior to 10:00 a.m. (New York City time)
on any Business Day, the Enhancement Agent shall, by 12:00 p.m. (New York City
time) on such Business Day (or, in the case of any notice given to the
Enhancement Agent after 10:00 a.m. (New York City time), by 12:00 p.m. (New York
City time) on the next following Business Day), draw on the Series 1997-1 Letter
of Credit (or such substitute enhancement) in an amount equal to the lesser of
(x) the principal balance of all Outstanding Series 1997-1 Notes on such
Business Day and (y) the available Series 1997-1 Fronting Letter of Credit
Amount on such Business Day by presenting a draft accompanied by a Certificate
of Termination Demand in the form of Annex C to the Series 1997-1 Letter of
Credit (or, in the case of any substitute form of credit enhancement referred to
in Section 5.11(a)(ii)(C), the applicable draw certificate) and shall deliver
the proceeds of the disbursement resulting therefrom to the Trustee for deposit
in the Series 1997-1 Cash Collateral Account.
Section 5.12 Conversion. If on any Business Day there exists a Series
1997-1 Lease Payment Deficit, including after a Series 1997-1 LOC Termination
Disbursement has been made as provided in Section 5.11 above or a draw under
Section 5.9(c), and if on such day (i) the amount of such Series 1997-1 Lease
Payment Deficit exceeds the Series 1997-1 Letter of Credit Amount on such day,
and (ii) Series 1997-1 LOC Liquidity Disbursements are Outstanding, then (A)
such amount of Series 1997-1 LOC Liquidity Disbursements shall be reduced, and
(B) the
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amount of Series 1997-1 LOC Credit Disbursements Outstanding shall be increased,
in each case, by an amount equal to the lesser of (a) the amount by which the
Series 1997-1 Lease Payment Deficit exceeds the Series 1997-1 Letter of Credit
Amount (which Series 1997-1 Letter of Credit Amount shall, in any event, be
drawn, in accordance with the second paragraph of Section 5.9 as a Credit Draw)
and (b) the aggregate amount of Series 1997-1 LOC Liquidity Disbursements (such
reduction and increase shall be referred to as a "Conversion"). On the Business
Day any such Conversion is required, the Trustee (upon receiving written notice
of such Series 1997-1 Lease Payment Deficit) shall direct the Enhancement Agent
to deliver to each Series 1997-1 Support Letter of Credit Provider and the GM
Series 1997-1 Support Provider a Notice of Conversion in the form of Exhibit B
by 1:00 p.m. (New York City time) on such Business Day.
Section 5.13 The Series 1997-1 Cash Collateral Account.
(a) Upon receipt of notice of a draw on the Series 1997-1 Letter of
Credit or of a draw on any Series 1997-1 Support Letter of Credit or the GM
Series 1997-1 Support Reimbursement Agreement, in each case, pursuant to Section
5.11, the Trustee shall establish and maintain in the name of the Trustee for
the benefit of the Series 1997-1 Noteholders, or cause to be established and
maintained, the Series 1997-1 Cash Collateral Account bearing a designation
clearly indicating that the funds deposited therein are held for the Series
1997-1 Noteholders. The Series 1997-1 Cash Collateral Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated trust
account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 1997-1 Cash Collateral Account. If the Series 1997-1 Cash
Collateral Account is not maintained in accordance with the prior sentence, then
within 10 Business Days after obtaining knowledge of such fact, the Master
Servicer shall establish a new Series 1997-1 Cash Collateral Account which
complies with such sentence and shall instruct the Trustee to transfer into the
new Series 1997-1 Cash Collateral Account all cash and investments from the
non-qualifying Series 1997-1 Cash Collateral Account. When established, the
Series 1997-1 Cash Collateral Account is intended to function in all respects as
the replacement for, and the equivalent of, the Series 1997-1 Letter of Credit.
Accordingly (subject to Section 5.9(b)), following its creation, each reference
to a draw on the Series 1997-1 Letter of Credit shall refer to withdrawals from
the Series 1997-1 Cash Collateral Account and references to similar terms shall
mean and be a reference to actions taken with respect to the Series 1997-1 Cash
Collateral Account that correspond to actions that otherwise would have been
taken with respect to the Series 1997-1 Letter of Credit. Without limiting the
generality of the foregoing, upon funding of the Series 1997-1 Cash Collateral
Account, the Trustee shall, at all times when the Enhancement Agent is otherwise
required to make a draw under the Series 1997-1 Letter of Credit pursuant to
Section 5.9 of this Supplement, make a draw from the Series 1997-1 Cash
Collateral Account in the amount and at such time as a draw would be made under
the Series 1997-1 Letter of Credit pursuant to Section 5.9 of this Supplement.
The Trustee shall provide written notice to the
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Master Servicer of any draw from the Series 1997-1 Cash Collateral Account
pursuant to Section 5.9 of this Supplement.
(b) In order to secure and provide for the repayment and payment of the
NFLP Obligations with respect to the Series 1997-1 Notes (but not any other
Series of Notes), NFLP has, pursuant to Section 3.1(d) of this Supplement,
assigned to the Trustee, for the benefit of the Series 1997-1 Noteholders, all
of NFLP's right, title and interest in and to the Series 1997-1 Cash Collateral
Account and certain other property. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Series 1997-1 Cash
Collateral Account and in all proceeds thereof. The Series 1997-1 Cash
Collateral Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 1997-1 Noteholders, the Series 1997-1 Letter of
Credit Provider, the Series 1997-1 Support Letter of Credit Providers and the GM
Series 1997-1 Support Provider, as their interests appear herein, which interest
in the case of the Series 1997-1 Letter of Credit Provider, the Series 1997-1
Support Letter of Credit Providers and the GM Series 1997-1 Support Provider
shall be subject to the interests of the holders of Series 1997-1 Notes as
provided herein.
(c) Funds on deposit in the Series 1997-1 Cash Collateral Account on
any Distribution Date, after giving effect to any deposits to or withdrawals
from the Series 1997-1 Cash Collateral Account on such Distribution Date, shall
be invested in Permitted Investments that will mature at such time that such
funds will be available for withdrawal on or prior to the following Distribution
Date. The proceeds of any such investment, to the extent not distributed on such
Distribution Date, shall be invested in Permitted Investments that will mature
at such time that such funds will be available for withdrawal on or prior to the
Distribution Date immediately following the date of such investment. The Trustee
shall maintain for the benefit of the Series 1997-1 Noteholders, the Series
1997-1 Letter of Credit Provider, the Series 1997-1 Support Letter of Credit
Providers and the GM Series 1997-1 Support Provider, as their interests appear
herein, which interest in the case of the Series 1997-1 Letter of Credit
Provider, the Series 1997-1 Support Letter of Credit Providers and the GM Series
1997-1 Support Provider shall be subject to the interests of the holders of the
Series 1997-1 Notes as provided herein, possession of the negotiable instruments
or securities evidencing the Permitted Investments from the time of purchase
thereof until the time of sale or maturity. On each Distribution Date, all
interest and earnings (net of losses and investment expenses) accrued since the
preceding Distribution Date on funds on deposit in the Series 1997-1 Cash
Collateral Account shall be paid in the following order of priority: first, to
the Series 1997-1 Letter of Credit Provider to the extent of any unreimbursed
draws on the Series 1997-1 Letter of Credit, second, to the Series 1997-1
Support Letter of Credit Providers for application in accordance with the Series
1997-1 Support Reimbursement Agreement and third, to the GM Series 1997-1
Support Provider for application in accordance with the GM Series 1997-1 Support
Reimbursement Agreement. Subject to the restrictions set forth above, the Master
Servicer, or a Person designated in writing by the Master Servicer with written
notification thereof to the Trustee, shall instruct the Trustee in writing with
respect to the investment of funds on deposit in the Series 1997-1 Cash
Collateral Account. For
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purposes of determining the availability of funds or the balance in the Series
1997-1 Cash Collateral Account for any reason under the Indenture, all net
investment earnings on such funds shall be deemed not to be available or on
deposit.
(d) Series 1997-1 Cash Collateral Account Surplus. In the event that
there is a Series 1997-1 Cash Collateral Account Surplus on any Distribution
Date, after giving effect to all withdrawals from the Series 1997-1 Cash
Collateral Account, the Trustee, acting in accordance with the written
instructions of the Master Servicer, shall withdraw from the Series 1997-1 Cash
Collateral Account an amount equal to the Series 1997-1 Cash Collateral Amount
Surplus and shall pay such amount in the following order of priority: first, to
the Series 1997-1 Letter of Credit Provider to the extent of unreimbursed draws
under the Series 1997-1 Letter of Credit and, second, to the Series 1997-1
Support Letter of Credit Providers, an amount equal to the remainder of such
Series 1997-1 Cash Collateral Account Surplus for application in accordance with
the provisions of the Series 1997-1 Support Reimbursement Agreement and, third,
to the GM Series 1997-1 Support Provider for application in accordance with the
provisions of the GM Series 1997-1 Support Reimbursement Agreement and, fourth,
to NFLP any remaining amount.
(e) Disposition of Funds on Termination. Upon the payment in full of
all obligations under or in respect of the Commercial Paper Notes and the
Liquidity Agreement (in respect of interest, principal and commitment fees), all
Deposited Funds on deposit in the Series 1997-1 Cash Collateral Account shall be
paid in the following order of priority: first, to the Series 1997-1 Letter of
Credit Provider to the extent of unreimbursed draws under the Series 1997-1
Letter of Credit and, second, to the Series 1997-1 Support Letter of Credit
Providers, an amount equal to any remaining amount of such Series 1997-1 Cash
Collateral Account Surplus for application in accordance with the provisions of
the Series 1997-1 Support Reimbursement Agreement and, third, to the GM Series
1997-1 Support Provider, an amount equal to any remaining amount of such Series
1997-1 Cash Collateral Account Surplus for application in accordance with the
provisions of the GM Series 1997-1 Support Reimbursement Agreement and, fourth,
to NFLP any remaining amount.
Section 5.14 Appointment of Enhancement Agent. The Bank of New York is
hereby appointed to act as Enhancement Agent in respect of the Series 1997-1
Letter of Credit and The Bank of New York hereby accepts such appointment and
agrees to hold the Series 1997-1 Letter of Credit as beneficiary on behalf of
the Trustee and the Series 1997-1 Collateral Agent pursuant to the terms hereof
and to make draws thereon pursuant to the terms of the Series 1997-1 Letter of
Credit, this Supplement and the Series 1997-1 Collateral Agreement. The
Enhancement Agent shall promptly follow the instructions of either the Trustee
or the Series 1997-1 Collateral Agent to make a claim under the Series 1997-1
Letter of Credit or withdrawal from the Series 1997-1 Cash Collateral Account.
The Enhancement Agent shall have all the rights of the Trustee under Sections
10.2 and 10.3 of the Base Indenture. The Enhancement Agent hereby acknowledges
and agrees to perform the duties set forth with respect to the Enhancement Agent
in Sections 2.1(f) and 2.3 of the Series 1997-1 Support Reimbursement Agreement
and Sections
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2.1(d) and 2.3 of the GM Series 1997-1 Support Reimbursement Agreement and, in
the case of such Sections 2.1(f) and 2.1(d), agrees to execute and deliver to
the Series 1997-1 Letter of Credit Provider a notice substantially in the form
of Annex B hereto. The Enhancement Agent also agrees to execute and deliver to
the Series 1997-1 Letter of Credit Provider (x) a Notice of Reduction of Series
1997-1 Letter of Credit Amount in substantially the form attached as Annex D to
the Series 1997-1 Letter of Credit promptly following the deposit of any Support
Termination Disbursement or any Support Reduction Disbursement to the Series
1997-1 Cash Collateral Account pursuant to Section 2.1(f) of the Series 1997-1
Support Reimbursement Agreement or paragraph 1(a) of the GM Series 1997-1
Support Agreement, as applicable, and (y) a Certificate of Series 1997-1 Letter
of Credit Termination substantially in the form of Annex F to the Series 1997-1
Letter of Credit promptly following its receipt from Republic of a certificate
certifying to the Enhancement Agent the information set forth in such Notice of
Support Termination. Notwithstanding anything to the contrary contained in this
Series 1997-1 Supplement or the Base Indenture, (i) the Master Servicer shall be
solely responsible for payment of the fees of the Enhancement Agent and such
fees shall not be paid out of the fees otherwise payable to the Trustee, (ii)
the Servicers, jointly and severally, shall indemnify the Enhancement Agent to
the same extent as the Servicer's indemnification of the Trustee pursuant to
Section 15.2 of the Series 1997 Lease and (iii) the Trustee shall not be
responsible for the acts or omissions of the Enhancement Agent.
ARTICLE 6
Reserved.
ARTICLE 7
AMORTIZATION EVENTS
Section 7.1 Amortization Events. In addition to the Amortization Events
set forth in Section 9.1 of the Base Indenture, the following shall be
Amortization Events with respect to the Series 1997-1 Notes (without notice or
other action on the part of the Trustee or any holders of the Series 1997-1
Notes) and shall not be subject to waiver:
(a) a Series 1997-1 Enhancement Deficiency shall occur and
exist for more than one (1) Business Day unless during such one (1)
Business Day period the Issuer or the Servicer shall have cured the
Series 1997-1 Enhancement Deficiency in accordance with the terms and
conditions of Section 5.2(e)(E) of this Supplement;
(b) if (i) the payment of any Series 1997-1 Note Interest is
not made when due and payable and such non-payment continues for a
period of five (5) days, or (ii) all
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principal and interest of the Series 1997-1 Notes is not paid in full
on or before the Series 1997-1 Termination Date;
(c) any Related Document is not in full force and effect, or
the Issuer, the Master Servicer, the Guarantor, any Lessee or any
Servicer so asserts in writing;
(d) the Series 1997-1 Letter of Credit shall not be in full
force and effect or is repudiated, a proper draw thereon is not honored
or the Series 1997-1 Letter of Credit Provider experiences an Event of
Bankruptcy and (i) the Series 1997-1 Cash Collateral Account has not
been funded with an amount at least equal to the Series 1997-1 Required
Letter of Credit Amount pursuant to Section 5.11 of this Supplement and
(ii) other enhancement of the type set forth in Section 5.11(a)(ii)(C)
is not in full force and effect in an amount at least equal to the
Series 1997-1 Required Letter of Credit Amount as of such date;
(e) from and after the funding of the Series 1997-1 Cash
Collateral Account pursuant to Section 5.11 of this Supplement, the
Series 1997-1 Cash Collateral Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Liens
permitted under the Related Documents);
(f) (i) there shall occur any Lease Event of Default described
in Section 17.1.1(i) of the Series 1997 Lease or any Event of
Bankruptcy with respect to the Guarantor, in either case, whether or
not subsequently waived by NFLP, or (ii) there shall occur any other
Lease Event of Default under the Series 1997 Lease, whether or not
subsequently waived by NFLP;
(g) subject to the provisions of Section 7.2, any Series 1997
Asset Amount Deficiency exists and continues for a period of ten (10)
days;
(h) the Series 1997 Lease is terminated for any reason;
(i) a Liquidity Agreement Amortization Event occurs under the
Series 1997-1 Liquidity Agreement.
(j) NFLP fails to comply with any of its other agreements or
covenants in, or provisions of, the Series 1997-1 Notes or the Related
Documents and the failure to so comply materially and adversely affects
the interests of the Series 1997-1 Noteholders and continues to
materially and adversely affect the interests of the Series 1997-1
Noteholders for a period of 60 days after the earlier of (i) the date
on which a Responsible Officer of NFLP obtains knowledge thereof or
(ii) the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to NFLP by the Trustee or to
NFLP by the Series 1997-1 Required Noteholders;
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(k) the amount available to be drawn under the Demand Note on
any date is less than an amount equal to five (5) times the aggregate
amount receivable under Manufacturer Receivables in respect of Series
1997 Vehicles which were Acquired Vehicles which, as of the end of the
Related Month remained unpaid more than sixty (60) days after the Due
Date therefor and such condition continues to exist for five (5)
Business Days; or
(l) all principal and interest of the Series 1997-1 Notes is
not paid in full before the Series 1997-1 Termination Date.
Notwithstanding anything to the contrary contained in the Base Indenture, except
to the extent otherwise provided in this Series 1997-1 Supplement, (i) the
occurrence with respect to National of an event described in Section 9.1(d) of
the Base Indenture shall not in and of itself constitute an Amortization Event
with respect to the Series 1997-1 Notes and (ii) the occurrence of an event
described in Section 9.1(h) of the Base Indenture with respect to the
termination of the Lease dated April 30, 1996 (as amended from time to time),
shall not in and of itself constitute an Amortization Event with respect to the
Series 1997-1 Notes.
Section 7.2 Right of NFLP to Cure Asset Amount Deficiency.
Notwithstanding anything to the contrary contained in this Article 7, if (i) the
Series 1997-1 Rapid Amortization Period commences as a result of an Amortization
Event described in Section 7.1(g) above, (ii) during such Series 1997-1 Rapid
Amortization Period (but prior to the Series 1997-1 Termination Date) the Series
1997 Asset Amount Deficiency is cured, (iii) no other Amortization Event then
exists and is continuing with respect to the Series 1997-1 Notes, and (iv) NFLP
delivers to the Trustee an Officer's Certificate stating that such Series 1997
Asset Amount Deficiency has been cured and requesting that such Series 1997-1
Rapid Amortization Period terminate, then such Series 1997-1 Rapid Amortization
Period shall automatically terminate as of the date the foregoing conditions are
satisfied and the Series 1997-1 Revolving Period recommence; provided, however,
(x) the Series 1997-1 Revolving Period shall not be extended as a result of such
Series 1997-1 Rapid Amortization Period interrupting the Series 1997-1 Revolving
Period and (y) if at the time of the termination of the Series 1997-1 Rapid
Amortization Period pursuant to the provisions of this Section 7.2 the Series
1997-1 Notes would otherwise be in the Series 1997-1 Rapid Amortization Period,
then the Series 1997-1 Rapid Amortization Period will not terminate but shall
continue uninterrupted.
ARTICLE 8
GENERAL
(a) Repurchase. The Series 1997-1 Notes shall be subject to repurchase
by NFLP at its option in accordance with Section 6.3 of the Base Indenture on
any Distribution Date. The
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repurchase price (the "Series 0000-0 Xxxxxxxxxx Xxxxxx") for the Series 1997-1
Notes shall equal the aggregate outstanding principal balance of the Series
1997-1 Notes (determined after giving effect to any payments of principal and
interest, any allocations of Losses or Recoveries and any Increases or Decreases
as of such Distribution Date), plus accrued and unpaid interest on such
outstanding principal balance, plus all fees, expenses and other amounts
expressly payable under the Series 1997-1 Note Purchase Agreement.
(b) Payment of Rating Agency Fees. NFLP agrees to pay all reasonable
fees and expenses of the Rating Agencies and to promptly provide all documents
and other information that the Rating Agencies may reasonably request.
(c) Exhibits. The following exhibits attached hereto supplement the
exhibits included in the Indenture.
Exhibit A: Form of Series 1997-1 Note
Exhibit B: Form of Notice of Conversion.
Exhibit C: Form of Notice of Series 1997-1 Lease Payment Deficit
Exhibit D: List of Approved Manufacturers
(d) Ratification of Base Indenture. As supplemented by this Supplement,
the Base Indenture is in all respects ratified and confirmed and the Base
Indenture as so supplemented by this Series Supplement shall be read, taken, and
construed as one and the same instrument.
(e) Counterparts. This Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
(F) GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS
THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.
(g) Amendments. This Supplement may not be modified or amended at any
time except in a writing signed by the Issuer, the Series 1997-1 Required
Noteholders, the Series 1997-1 Majority Credit Enhancers and the Trustee, and if
any such modification or amendment may have an adverse effect on any other
Series 1997 Variable Funding Noteholders, such modification or amendment shall
be consented to in writing by the Required VFN Noteholders.
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[Remainder of Page Intentionally Blank]
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41
IN WITNESS WHEREOF, NFLP, the Trustee and the Enhancement Agent have
caused this Supplement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP
By: NATIONAL CAR RENTAL FINANCING
CORPORATION, its general partner
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Secretary
THE BANK OF NEW YORK, as Trustee and
Enhancement Agent
By: /s/ [Duly Authorized Officer]
-------------------------------------
Name:
Title:
ACKNOWLEDGED
REPUBLIC INDUSTRIES, INC.
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President - Finance and
Treasurer
Note: Pursuant to Instruction 2 to Item 601(a) of Regulation S-K, the registrant
has not filed the documents relating to Series 1997-2 notes, Series 1997-3
notes or Series 1997-4 notes which are substantially similar to the
document filed herewith relating to the Series 1997-1 notes.
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ANNEX A TO THE
SERIES 1997-1 SUPPLEMENT
Definitions List
Dated as of October 29, 1997
"Accrued Amounts" means, with respect to any Series of Notes (or any
class of such Series of Notes), on any date of determination, the sum of (i)
accrued and unpaid "Note Interest" (calculated in accordance with the provisions
of the applicable Series 1997 Variable Funding Supplement) on the Notes of such
Series of Notes (or the applicable class thereof) as of such date, (ii) the
portion of the accrued and unpaid Monthly Servicing Fee (and any Supplemental
Monthly Servicing Fee) allocated to such Series of Notes (or the applicable
class thereof) pursuant to Section 26.1 of the Series 1997 Lease, on such date,
and (iii) all other accrued and unpaid fees and expenses of NFLP on such date.
"Acquired Vehicle" means an Eligible Vehicle that is acquired or owned
by, and titled in the name of, NFLP and leased to a Lessee under Annex A to the
Series 1997 Lease on or after the Series 1997 Lease Commencement Date.
"Additional Base Rent" has the meaning specified in Section 9 of Annex
A, Section 6 of Annex B or Section 9 of Annex C of the Series 1997 Lease, as
applicable.
"Additional Lessee Closing Date" means the initial Vehicle Funding Date
with respect to Series 1997 Vehicles (including Refinanced Vehicles) leased by
an Additional Lessee.
"Additional Lessees" means those subsidiaries of Republic from time to
time becoming Lessees under the Series 1997 Lease in accordance with the
requirements of Section 29 of the Series 1997 Lease.
"Additional Overcollateralization Amount" means, with respect to the
Series 1997-1 Notes on any date, a dollar amount equal to the excess of (a) a
dollar amount equal to (i) the Series 1997-1 Invested Amount as of such day
divided by (ii) 1.00 minus the Overcollateralization Enhancement Percentage
(expressed as a decimal) as of such day over (b) the sum of (i) the Series
1997-1 Invested Amount as of such day and (ii) the product of (x) the
Overcollateralization Enhancement Percentage and (y) the Series 1997-1 Invested
Amount as of such day.
"Additional Synthetic Lease Payments" has the meaning specified in
Section 10(c) of Annex C to the Series 1997 Lease.
A-1
43
"Advances", with respect to the Series 1997-1 Notes, has the meaning
specified in paragraph 2 of the recitals to the Series 1997-1 Note Purchase
Agreement.
"Affiliate" means, with respect to any specified Person, another Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the Person specified. For purposes
of this definition, "control" means the power to direct the management and
policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and "controlled" and "controlling"
have meanings correlative to the foregoing. For purposes of the Series 1997
Lease, the Lessor shall not be considered to be an Affiliate of any of the
Lessees.
"Affiliate Joinder in Lease" has the meaning specified in Section
29.1(a) of the Series 1997 Lease.
"Aggregate VFN Invested Amount" means, as of any date of determination,
an amount equal to the aggregate of the invested amounts of all Series 1997
Variable Funding Notes.
"Alamo" means Alamo Rent-A-Car, Inc., a Florida corporation and its
successors or assigns.
"Alamo Collateral Agent" means NationsBank, N.A. (formerly known as
NationsBank of Georgia, N.A.), in its capacity as collateral agent under the
Amended and Restated Security Agreement dated as of December 17, 1993, as
amended.
"Alamo Payoff Letter" means a letter dated on or before the initial
Vehicle Funding Date with respect to Alamo under the Series 1997 Lease
specifying the amount required to pay in full all indebtedness of Alamo secured
by any of the Refinanced Vehicles to be refinanced under the Series 1997 Lease
on such initial Vehicle Funding Date with respect to which Alamo is the Lessee.
"Assignment and Nominee Agreement" means, (a) with respect to the
portion of the Initial Fleet titled in the name of Alamo, the Assignment and
Nominee Agreement dated as of October 29, 1997 among Alamo, the Master
Collateral Agent and the Alamo Collateral Agent, pursuant to which the Alamo
Collateral Agent has assigned its lien in such Vehicles to the Master Collateral
Agent, (b) with respect to a certain portion of the Initial Fleet titled in the
name of Spirit, the Assignment and Nominee Agreement dated as of October 29,
1997 among Spirit, the Master Collateral Agent and [General Motors Acceptance
Corporation], pursuant to which [Bank One Indiana, N.A.] has assigned its lien
in such Vehicles to the Master Collateral Agent and (c) with respect to the
portion of the Initial Fleet titled in the name of Spirit, the Assignment and
Nominee Agreement dated as of October 29, 1997 among Spirit, the Master
Collateral Agent and [Bank One Indiana, N.A.], pursuant to which [Bank One
Indiana, N.A.] has assigned its lien in such Vehicles to the Master Collateral
Agent.
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44
"Auction Acquired Vehicle" has the meaning specified in Section 2.1(e)
of the Series 1997 Lease.
"Auction Xxxx of Sale" has the meaning specified in Section 2.1(e)(iii)
of the Series 1997 Lease.
"Auction Sale Transaction" has the meaning specified in Section 2.1(e)
of the Series 1997 Lease.
"Authorized Officer" means (a) as to NFLP, any of the President, any
Vice-President, the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer of the General Partner and those officers, employees and
agents of the General Partner whose signatures and incumbency shall have been
certified to the Trustee in such certificates as may be delivered by the General
Partner to the Trustee from time to time as duly authorized to execute and
deliver the Series 1997 Lease and any instruments, certificates, notices and
other documents in connection herewith on behalf of the General Partner or NFLP
and to take, from time to time, all other actions on behalf of the General
Partner or NFLP in connection therewith and (b) as to Republic or any Lessee,
any of the President, any Vice President, the Secretary or any Assistant
Secretary, the Treasurer or any Assistant Treasurer, and those officers,
employees and agents of Republic or such Lessee whose signatures and incumbency
shall have been certified to NFLP in such certificates as may be delivered by
such Lessee to NFLP from time to time as duly authorized to execute and deliver
the Series 1997 Lease and any instruments, certificates, notices and other
documents in connection herewith on behalf of such Lessee and to take, from time
to time, all other actions on behalf of such Lessee in connection therewith.
"Available GM Amount" has the meaning specified in paragraph 1(a) of
the GM Series 1997-1 Support Agreement.
"Base Amount" means, as of any date of determination, (a) with respect
to the Operating Lease, the sum of (i) the Net Book Values of all Acquired
Vehicles leased under the Operating Lease as of such date, plus (ii) all past
due and unpaid Monthly Base Rent and Additional Base Rent under the Operating
Lease as of such date, (b) with respect to the Financing Lease, the sum of (i)
the Net Book Values of all Financed Vehicles leased under the Financing Lease as
of such date, plus (ii) all past due and unpaid Monthly Base Rent and Additional
Base Rent under the Financing Lease as of such date and (c) with respect to the
Synthetic Lease, the sum of (i) the Net Book Values of all Synthetic Lease
Vehicles leased under the Synthetic Lease as of such date, plus (ii) all past
due and unpaid Monthly Base Rent and Additional Base Rent under the Synthetic
Lease as of such date.
"Base Indenture" has the meaning set forth in the preamble.
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"Base Rate Tranche" means that portion of the Principal Balance of the
Series 1997-1 Notes purchased or maintained with Advances which bear interest by
reference to the Base Rate.
"Beneficiary" has the meaning specified in the preamble to the Master
Collateral Agency Agreement.
"Board of Directors" means the Board of Directors of Republic, the
General Partner, RFC or any of the Lessees, as applicable, or any authorized
committee of such Board of Directors.
"Business Day" means
(a) any day other than a Saturday, Sunday or other day on
which banks are authorized or required by law to be closed in New York
City, New York or Chicago, Illinois; and
(b) relative to the making, continuing, prepaying or repaying
of Eurodollar Advances, any day on which dealings in Dollars are
carried on in the London interbank market.
"Capitalized Cost" means, (i) with respect to each Series 1997 Vehicle
(other than a Refinanced Vehicles) the amount payable to the Manufacturer,
dealer or other seller selling such Vehicle in order to purchase such Series
1997 Vehicle, as established by the invoice delivered in connection with such
Series 1997 Vehicle, and (ii) with respect to each Series 1997 Vehicle that is a
Refinanced Vehicle, the initial purchase price thereof (as established by the
invoice delivered in connection with such Vehicle at the time the Lessee
purchased such Vehicle) less all Depreciation Charges accrued through the
Vehicle Funding Date for such Vehicle; provided, however, that with respect to
any Series 1997 Vehicle, "Capitalized Cost" may include dealer profit and
delivery charges but shall not include any taxes, registration fees or titling
fees with respect to such Series 1997 Vehicle.
"Casualty" means, with respect to any Series 1997 Vehicle, that (i)
such Series 1997 Vehicle is lost, converted or stolen for a period of at least
90 days, (ii) such Series 1997 Vehicle is destroyed, seized or otherwise
rendered permanently unfit or unavailable for use (including vehicles that are
rejected pursuant to Section 2.2 of the Series 1997 Lease) or (iii) in the case
of a Program Vehicle not redesignated under Section 14 of the Series 1997 Lease,
the return of such Series 1997 Vehicle cannot be, or is not, effected for any
reason or the Manufacturer thereof did not accept such Series 1997 Vehicle for
repurchase or Auction under the terms of the applicable Manufacturer Program, in
either case, for any reason other than the Manufacturer's willful refusal or
inability to comply with its obligations under its Manufacturer Program.
"Casualty Payment" has the meaning specified in Section 7 of the Series
1997 Lease.
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46
"Commercial Paper Notes" means the promissory notes of RFC issued by
RFC in the commercial paper market pursuant to the Depositary Agreement.
"Company Vehicle" means an Eligible Vehicle that is titled in the name
of NFLP in the States of Hawaii, Texas, Louisiana, Nevada, New Mexico,
Washington, Oklahoma, Maryland or Delaware, the lease of which shall be pursuant
to Annex B to the Series 1997 Lease.
"Consistent Basis" in reference to the application of GAAP means the
accounting principles observed in the period referred to are comparable in all
material respects to those applied in the preparation of the audited financial
statements of Republic, RFC, any of the Lessees or NFLP, as applicable.
"CP Collateral Agents" means, collectively, the Series 1997-1
Collateral Agent, the Series 1997-2 Collateral Agent, the Series 1997-3
Collateral Agent and the Series 1997-4 Collateral Agent.
"CP Market Disruption Event" shall have the meaning set forth therefor
in the Series 1997-1 Note Purchase Agreement.
"CP Tranche" means that portion of the Principal Balance of the Series
1997-1 Notes purchased or maintained with Advances which bear interest by
reference to the CP Rate.
"Credit Agreement" means the Credit Facilities and Reimbursement
Agreement dated as of April 23, 1997, among Republic Industries, Inc. and
Republic Resources Company, as co-borrowers, NationsBank, N.A. (formerly known
as NationsBank, N.A. (South)), as arranger and administrative agent, and the
institutions parties thereto as lenders, as such agreement may be amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with the terms thereof.
"Credit Draw" means a draw on the Series 1997-1 Letter of Credit
pursuant to a Certificate of Credit Demand.
"Daily Interest Amount" means, for any day in a Series 1997-1 Interest
Period, an amount equal to (a) the product of (i) the Series 1997-1 Note Rate
for such Series 1997-1 Interest Period and (ii) the outstanding principal amount
of all Advances under the Series 1997-1 Notes as of the close of business on
such date (b) divided by 360; provided, however, that the portion of the amount
set forth in clause (ii) above allocable to Commercial Paper Notes issued to
fund Advances shall be limited to the portion thereof which is allocable to
Commercial Paper Notes maturing on such day.
"Daily Report" has the meaning specified in Section 24.7(v) of the
Series 1997 Lease.
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"Decrease" means a Voluntary Decrease or a Mandatory Decrease, as
applicable.
"Defaulting Lessee" has the meaning specified in Section 18(b) of the
Series 1997 Lease.
"Defaulting Manufacturer" has the meaning specified in Section 18(a) of
the Series 1997 Lease.
"Demand Note" means the demand note made by National to NFLP which is
payable by Republic upon NFLP's demand.
"Demand Notice" has the meaning specified in Section 5.10(c)(ii) of
this Supplement.
"Deposit Date" has the meaning specified in Section 5.2 of this
Supplement.
"Deposited Funds", for purposes of the Series 1997-1 Supplement, has
the meaning provided in the Definitions List attached on Annex A to the Series
1997-1 Liquidity Agreement.
"Designated Period" means, with respect to any Series 1997 Vehicle that
is subject to the Matrix Manufacturer Program provided by GM, the period (up to
a maximum of twenty-four (24) months) designated by the related Servicer in the
applicable Vehicle Acquisition Schedule relating to such Vehicle as the period
of time for which such Servicer expects such Vehicle to be subject to the Series
1997 Lease.
"Determination Date" means the third Business Day prior to each
Distribution Date.
"Distribution Date" means, with respect to the Series 1997-1 Notes, the
20th day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing November 20, 1997.
"Due Date" means, with respect to any payment due from a Manufacturer
or auction dealer in respect of a Program Vehicle turned back for repurchase
pursuant to the terms of the related Manufacturer Program, the thirtieth (30th)
day after the Disposition Date for such Vehicle.
"Eligible Affiliate" means an Affiliate of Republic that regularly
operates a United States domestic daily car rental business and is not a Lessee.
"Eligible Credit Enhancer" means (a) a commercial bank having total
assets in excess of $500,000,000, (b) a finance company, insurance company or
other financial institution that in the ordinary course of business enters into
transactions of a type similar to that entered into by the Series 1997-1 Letter
of Credit Provider or the Series 1997-1 Support Letter of Credit Providers, as
applicable, under the Series 1997-1 Letter of Credit or the Series 1997-1
Support Letter and
A-6
48
has total assets in excess of $200,000,000, and with respect to which providing
or becoming an assignee of the obligations of the Series 1997-1 Letter of Credit
Provider or the Series 1997-1 Support Letter of Credit Providers, as applicable,
would not constitute a prohibited transaction under Section 4975 of ERISA, and
(c) any other financial institution, in each case reasonably satisfactory to
Republic and NFLP, having a short-term rating from Standard & Poor's and Moody's
at least equal to A-1, or better, by Standard & Poor's and P-1 by Moody's;
provided, however, that any Person who does not have either a short-term rating
from Standard & Poor's or Moody's shall be deemed to have the required rating
set forth above if such Rating Agency confirms in writing that such Person, if
its short-term debt obligations were rated, would be assigned such required
rating.
"Eligible Franchisee" means a franchisee of a Lessee having rental
offices located in the United States which meets the normal credit and other
approval criteria of such Lessee, and which may be an Affiliate of such Lessee;
provided that no Lessee shall permit any Eligible Franchisee to garage or lease
Vehicles at offices outside of the United States.
"Eligible Manufacturer" means an Eligible Program Manufacturer or an
Eligible Non-Program Manufacturer.
"Eligible Manufacturer Program" means, at any time, a Manufacturer
Program that is in full force and effect with an Eligible Manufacturer (i)
pursuant to which the repurchase price or guaranteed auction sale price is at
least equal to (a) with respect to GM's Matrix Manufacturer Program, a specified
percentage of the Capitalized Cost of each Vehicle, such percentage being
determined for each Vehicle based upon the model year of such Vehicle and the
calendar month in which such Vehicle is returned to the Manufacturer minus
Excess Mileage Charges, minus Excess Damage Charges minus Missing Equipment
Charges minus other similar charges, or (b) with respect to any other
Manufacturer or any other Manufacturer Program of GM, the Capitalized Cost of
each Vehicle, minus all Depreciation Charges accrued with respect to such
Vehicle prior to the date that the Vehicle is submitted for repurchase or
auction minus Excess Mileage Charges, minus Excess Damage Charges minus Missing
Equipment Charges minus other similar charges, (ii) that cannot be amended or
terminated with respect to any Vehicle after the purchase of that Vehicle, and
(iii) under which, with respect to Acquired Vehicles and Company Vehicles, NFLP
is an Authorized Fleet Purchaser or, with respect to Financed Vehicles (other
than Company Vehicles) and Synthetic Lease Vehicles, the Lessee thereof is an
Authorized Fleet Purchaser and, in each case, the assignment of the benefits of
which to the Master Collateral Agent has been acknowledged in writing by the
related Manufacturer pursuant to an Assignment Agreement and NFLP, the Master
Collateral Agent and the Trustee have been provided with an officer's
certificate or opinion of counsel reasonably satisfactory to them and each
Rating Agency that NFLP (and the Master Collateral Agent on behalf of NFLP and
the Trustee) can enforce the applicable Manufacturer's obligations thereunder
with respect to Program Vehicles; provided that with respect to any new
Manufacturer Program (including a new model year Manufacturer Program of an
Eligible Manufacturer and a Manufacturer Program
A-7
49
of a new Manufacturer) that is proposed for consideration after the date hereof
as an Eligible Manufacturer Program, prior to such new Manufacturer Program
constituting an "Eligible Manufacturer Program" hereunder, if the Series 1997-1
Notes or the Commercial Paper Notes are then being rated by Standard & Poor's or
Moody's, NFLP shall have received Rating Agency Confirmation that the
acquisition of Vehicles pursuant to such Manufacturer Program will not result in
the reduction or withdrawal of any rating issued by Standard & Poor's or Moody's
in respect of such Series of Notes or the Commercial Paper Notes; and provided
further that, if there is a major change to a Manufacturer Program during a
model year, NFLP shall have received Rating Agency Confirmation that the
continuing acquisition of Vehicles pursuant to such Manufacturer Program will
not result in a reduction or withdrawal of any rating issued by each Rating
Agency in respect of the Commercial Paper Notes.
"Eligible Non-Program Manufacturer" means (a) each Manufacturer listed
on Exhibit D-1 to this Supplement, and (b) any other Manufacturer with respect
to the addition of which NFLP has obtained the approval of the Majority Credit
Enhancers and the Required VFN Noteholders and Rating Agency Confirmation that
the acquisition of Non-Program Vehicles from such Manufacturer will not result
in a reduction or withdrawal of any rating issued by each Rating Agency in
respect of the Commercial Paper Notes (unless (i) a Manufacturer Event of
Default has occurred pursuant to clause (i) of the definition thereof with
respect to such Manufacturer and such Manufacturer is not generally paying its
debts as they are due or (ii) such Manufacturer has experienced an Event of
Bankruptcy).
"Eligible Program Manufacturer" means (a) each Manufacturer listed on
Exhibit D-2 to this Supplement and (b) any other Manufacturer that (i) has an
Eligible Manufacturer Program, (ii) is rated or whose parent is rated at least
"BBB-" by Standard and Poor's and "Baa3" by Moody's or is otherwise approved by
a majority of the lenders under each liquidity facility supporting debt issued
by any Series 1997 Variable Funding Noteholder to fund advances made by it under
its respective Series 1997 Variable Funding Note and by the Majority Credit
Enhancers, and (c) has not experienced a Manufacturer Event of Default which is
continuing.
"Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Program Manufacturer under a Manufacturer Program to NFLP,
a Lessee, an Additional Lessee or a creditor of NFLP or such Lessee or
Additional Lessee, (b) in respect of a Program Vehicle purchased by such
Eligible Program Manufacturer, which absent such purchase, would have
constituted an Eligible Vehicle with respect to which either (i) the Lien of the
Master Collateral Agent was noted on the Certificate of Title at the time of
purchase or (ii) such Vehicle is in the Initial Fleet of a Lessee seeking to
refinance such receivable, and (c) the right to payments in respect of which has
been assigned by the payee thereof to the Master Collateral Agent for the
benefit of the Secured Parties; provided that no amount receivable from an
Eligible Program Manufacturer or auction dealer under a Manufacturer Program
shall be an Eligible Receivable if such amount remains unpaid more than ten (10)
days after the Due Date in respect of such Vehicle.
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"Eligible Vehicle" means, on any date of determination, an automobile
or light truck that, (i) either is a Program Vehicle (other than a light truck
manufactured by Chrysler and that is subject to a 9 month or longer minimum hold
period under the Guaranteed Depreciation Program with Chrysler) or a Non-Program
Vehicle manufactured by an Eligible Manufacturer, in each case at the time of
leasing under the Series 1997 Lease, (ii) is not older than forty-two (42)
months from the date of the original manufacturer invoice therefor, (iii) is
owned by NFLP or the Lessee thereof under the Series 1997 Lease free and clear
of all Liens other than Permitted Liens, (iv) other than Vehicles in the Initial
Fleet, with respect to which the Master Collateral Agent is noted as the first
lienholder on the Certificate of Title therefor, or the Certificate of Title has
been submitted to the appropriate state authorities for such notation and (v) is
a Related Vehicle with the Trustee designated as the Beneficiary pursuant to the
Master Collateral Agency Agreement.
"Enhancement Agent" means The Bank of New York, a New York banking
corporation, or its permitted successors and assigns under Section 5.14 hereof.
"Enhancement Percentage" means (for purposes of determining the Series
1997 Required Asset Amount) on any day, a percentage equal to the sum of (i) the
Series 1997-1 Minimum Non-Program Enhancement Percentage times the Series 1997
Non-Program Percentage on such day plus (ii) the Series 1997-1 Minimum Program
Enhancement Percentage times the Series 1997 Program Percentage on such day.
"Eurodollar Tranche" means that portion of the Principal Balance of the
Series 1997-1 Notes purchased or maintained with Advances which bear interest by
reference to the Eurodollar Rate.
"Excess Damage Charges" means, with respect to any Program Vehicle, the
amount charged to NFLP (or any of the Lessees), or deducted from the Repurchase
Price, by the Manufacturer of such Vehicle due to damage over a prescribed limit
to the Vehicle at the time that the Vehicle is turned in to such Manufacturer or
its agent for repurchase or Auction pursuant to the applicable Manufacturer
Program.
"Excess Mileage Charges" means, with respect to any Program Vehicle,
the amount charged to NFLP (or any of the Lessees), or deducted from the
Repurchase Price, by the Manufacturer of such Vehicle due to the fact that such
Vehicle has mileage over a prescribed limit at the time that such Vehicle is
turned in to such Manufacturer or its agent for repurchase or Auction pursuant
to the applicable Manufacturer Program.
"Excluded Payments" means the following amounts payable to NFLP or any
Servicer (whether payable under the Manufacturer Programs or otherwise): (i) all
incentive payments payable to NFLP or any Servicer to purchase Vehicles, (ii)
all amounts payable to NFLP or any Servicer as compensation for the preparation
by NFLP or any Servicer of newly delivered
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Vehicles and (iii) all amounts payable to NFLP or any Servicer in reimbursement
for warranty work performed by NFLP or any Servicer on the Vehicles.
"Existing Indebtedness" means, with respect to a specified Person,
Indebtedness of such Person issued and outstanding on the VFN Closing Date, and
any renewals, extensions or refundings thereof, but not any increases in the
principal amounts thereof or interest rates and fees thereon, except for
increases in interest rates upon the occasion of any such renewal, extension or
refunding that are commercially reasonable at such time.
"Fair Market Value" means, with respect to any Non-Program Vehicle as
of any date of determination, the market value of such Non-Program Vehicle as
specified in the Related Month's published National Automobile Dealers
Association, Official Used Car Guide, Central Edition (the "NADA Guide") for the
model class and model year of such Vehicle based on the average equipment and
the average mileage of each Vehicle of such model class and model year. If such
Vehicle is not listed in the NADA Guide published in the Related Month preceding
such date of determination, then the Black Book Official Finance/Lease Guide at
the beginning of the model year (the "Lease Guide") shall be used to estimate
the wholesale price of the Vehicle, based on the Vehicle's model class and model
year or the closest model class and model year thereto, for purposes of such
months for which the wholesale price of such Vehicle is not so published in the
NADA Guide; provided, however, if the NADA Guide was not published in the
Related Month, then the Lease Guide shall be relied upon in its place, and if
the Lease Guide is unavailable, the Market Value of such Vehicle shall be based
on an independent third-party data source approved by each Rating Agency that is
rating any Series of Series 1997 Variable Funding Notes or Commercial Paper
Notes at the request of NFLP or Republic based on the average equipment and
average mileage of each Vehicle of such model class and model year or based upon
such other methodology approved by each such Rating Agency.
"Financing Lease" means the Base Lease as supplemented by Annex B to
the Series 1997 Lease.
"Financing Source" has the meaning specified in the preamble to the
Master Collateral Agency Agreement.
"Financed Vehicle" means an Eligible Vehicle that is (a) acquired or
owned by a Lessee and financed or refinanced by NFLP under Annex B to the Series
1997 Lease on or after the Series 1997 Lease Commencement Date, or (b) a Company
Vehicle.
"Fleet Purchase Transaction" means a transaction in which a Lessee
purchases in a single transaction a pool of Eligible Vehicles with respect to
which each of the following is true: (a) the aggregate Net Book Value of the
vehicles in such pool, together with the aggregate Net Book Value (as of the
date of inclusion in the Initial Fleet) of all vehicles leased under the Series
1997 Lease during the preceding 12 calendar months which were acquired by a
Lessee in a Fleet
X-00
00
Xxxxxxxx Transaction, is less than 25% of the Program Size, (b) all the vehicles
in such pool are titled in the same name, (c) all the certificates of title for
the vehicles in such pool show the same party as lienholder and (d) the named
lienholder in respect of such vehicles is rated at least investment grade by
each Rating Agency.
"Fleet Sharing Agreement" means, with respect to the Series 1997 Lease,
an agreement pursuant to which a Lessee agrees to let a Fleet Sharing Party use
Series 1997 Vehicles leased by such Lessee under the Series 1997 Lease.
"Fleet Sharing Party" means an Eligible Affiliate or Eligible
Franchisee that is using Series 1997 Vehicles pursuant to a Fleet Sharing
Agreement.
"GAAP" means those principles of accounting set forth in pronouncements
of the Financial Accounting Standards Board, the American Institute of Certified
Public Accountants or which have other substantial authoritative support and are
applicable in the circumstances as of the date of a report, as such principles
are from time to time supplemented and amended.
"GM Series 1997-1 Support Agreement" means the GM Series 1997-1 Support
Agreement, dated as of October 29, 1997, executed and delivered by the GM
Series 1997-1 Support Provider to the Series 1997-1 Letter of Credit Provider,
as the same may be amended, supplemented, restated or otherwise modified or
substituted or replaced from time to time in accordance with the terms thereof.
"GM Series 1997-1 Support Provider" means General Motors Corporation, a
Delaware corporation, in its capacity as the GM Series 1997-1 Support Provider
under the GM Series 1997-1 Support Agreement.
"GM Series 1997-1 Support Reimbursement Agreement" means the GM Series
1997-1 Support Reimbursement Agreement, dated as of October 29, 1997, among
RFC, the GM Series 1997-1 Support Provider, the Lessees, and those additional
Subsidiaries and Affiliates of Republic from time to time becoming parties
thereunder, as such agreement may be amended, supplemented, restated or
otherwise modified or substituted or replaced from time to time in accordance
with the terms thereof.
"Guaranteed Depreciation Program" means, with respect to the Series
1997-1 Notes, a guaranteed depreciation program pursuant to which a Manufacturer
has agreed with a Lessee or NFLP to (a) cause Vehicles manufactured by it or one
of its Affiliates that are turned back during the specified Repurchase Period to
be sold at Auction by an auction dealer, (b) cause the proceeds of any such sale
to be paid to such Lessee or NFLP, as applicable, by such auction dealer within
seven days of such sale and (c) pay to such Lessee or NFLP, as applicable, the
excess, if any, of the guaranteed payment amount with respect to any such
Vehicle calculated as of the Disposition Date in accordance with the provisions
of such guaranteed depreciation
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program over the amount paid to such Lessee or NFLP, as applicable, by an
auction dealer pursuant to clause (b) above.
"Guaranteed Obligations" has the meaning specified in Section 28.1 of
the Series 1997 Lease.
"Guarantor" means Republic, in its capacity as such under the Series
1997 Lease or the Series 1997-1 Support Reimbursement Agreement.
"Guarantor Subsidiary" has the meaning specified in Section 29.1 of the
Series 1997 Lease.
"Guaranty" has the meaning specified in Section 28.1 of the Series 1997
Lease.
"Increase" has the meaning specified in Section 4.2(a) of this
Supplement.
"Increase Date" means the date on which an Increase occurs.
"Initial Determination Date" means, with respect to any Series 1997
Vehicle, the Determination Date with respect to the Related Month in which the
Vehicle Lease Commencement Date for such Vehicle occurs.
"Initial Fleet" means (a) the Refinanced Vehicles owned by and titled
in the name of Alamo, Value or Spirit on the VFN Closing Date and refinanced by
NFLP under the Series 1997 Lease pursuant to the initial Vehicle Order of Alamo,
Value or Spirit, respectively, (b) on the date any Additional Lessee is added
pursuant to Section 29 of the Series 1997 Lease, the Eligible Vehicles titled in
the name of such Additional Lessee prior to the date such party becomes an
Additional Lessee which are refinanced by NFLP under the Series 1997 Lease
pursuant to the initial Vehicle Order of such Additional Lessee, (c) on any
other Vehicle Funding Date, the Refinanced Vehicles included in a Fleet Purchase
Transaction and (d) on any other Vehicle Funding Date, Eligible Vehicles which
were ordered from a Manufacturer prior to the VFN Closing Date but are delivered
to a Lessee or NFLP and financed by NFLP under the Series 1997 Lease after the
VFN Closing Date.
"Interest Reset Date" means the first day of the applicable Series
1997-1 Interest Period.
"L/C Percentage" means, with respect to the Series 1997-1 Notes on any
day, the percentage equivalent of a fraction, (a) the numerator of which is the
Series 1997-1 Letter of Credit Amount on such date and (b) the denominator of
which is the Series 1997-1 Invested Amount on such date.
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"Lease Commencement Date" has the meaning specified in Section 3.2 of
the Series 1997 Lease.
"Lease Event of Default" has the meaning specified in Section 17.1 of
the Series 1997 Lease.
"Lease Expiration Date" has the meaning specified in Section 3.2 of the
Series 1997 Lease.
"Lessee" means each of National, Alamo, Value and Spirit, and each
Additional Lessee, in its respective capacity as a lessee under the Series 1997
Lease.
"Lessee Agreements" means any and all Fleet Sharing Agreements entered
into by any of the Lessees the subject of which includes any Vehicle leased by
the Lessor to any Lessee under the Series 1997 Lease, and any and all other
contracts, agreements, guarantees, insurance, warranties, instruments or
certificates entered into or delivered to the Lessee in connection therewith.
"Lessee Grantor Master Collateral" has the meaning specified in the
Master Collateral Agency Agreement.
"Lessee Partial Wind-Down Event" with respect to a Lessee has the
meaning specified in Section 18(b) of the Series 1997 Lease.
"Lessee Termination Reimbursement Share" has the meaning specified in
Section 2.3(c) of the Series 1997-1 Support Reimbursement Agreement or Section
2.3(c) of the GM Series 1997-1 Support Reimbursement Agreement, as applicable.
"Letter of Credit" means the Series 1997-1 Letter of Credit or any of
the other irrevocable letters of credit issued by any of the Letter of Credit
Providers in favor of the Enhancement Agent for the benefit of any of the Series
1997 Variable Funding Noteholders, as the same may be amended, supplemented,
restated or otherwise modified or substituted or replaced from time to time in
accordance with the terms thereof.
"Letter of Credit Provider" means the Series 1997-1 Letter of Credit
Provider or any of the other Persons that issue an irrevocable letter of credit
in favor of the Enhancement Agent for the benefit of the Series 1997 Variable
Funding Noteholders.
"Liabilities" means all obligations to the Lessor of the Lessees or the
Guarantor arising under or in connection with the Series 1997 Lease, howsoever
created, arising or evidenced, whether direct or indirect, joint or several,
absolute or contingent, or now or hereafter existing, or
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due or to become due including, without limitation, interest accruing after the
filing of a bankruptcy petition whether or not allowed as a claim.
"Liquidation Event of Default" means with respect to the Series 1997-1
Notes, so long as such event or condition continues, any of the following: (a)
any event or condition with respect to NFLP, the General Partner, Republic or
(subject to the provisions of Section 18 of the Series 1997 Lease) a Lessee of
the type described in Section 9.1(d) of the Base Indenture, (b) a payment
default by NFLP under the Base Indenture as specified in Sections 9.1(a) and
9.1(b) of the Base Indenture, (c) an event specified in Section 7.1(f)(i) of the
Series 1997-1 Supplement, (d) any "Liquidation Event of Default" as defined in
the Series 1997-1 Liquidity Agreement or (e) the occurrence of a Series 1997
Limited Liquidation Event of Default, "liquidation event of default" or other
event resulting in the liquidation of any Series 1997 VFN Collateral or Master
Collateral with respect to any other Series of Series 1997 Variable Funding
Notes.
"Liquidity Agreement" means the Series 1997-1 Liquidity Agreement or
any of the other liquidity agreements among RFC, the parties identified therein
as the "Liquidity Lenders" and the party identified therein as the "Liquidity
Agent" on behalf of the Liquidity Lenders referred to therein that are with
respect to any liquidity facility and other related matters to be provided in
connection with the Series 1997 Variable Funding Notes, as any of such
agreements may be amended, supplemented, restated or otherwise modified from
time to time in accordance with the terms thereof.
"Liquidity Amount" means, with respect to any date of determination, an
amount equal to $50 Million.
"Losses" means, on any date of determination, the sum of all Series
1997 Non-Program Losses and Series 1997 Program Losses.
"Majority Credit Enhancers" means, with respect to the Series 1997
Variable Funding Notes the support letter of credit providers for all Series
1997 Variable Funding Notes holding commitments representing not less than a
majority of the aggregate amount of all support letter of credit commitments for
all Series 1997 Variable Funding Notes.
"Mandatory Decrease" has the meaning specified in Section 4.3(a) of
this Supplement.
"Manufacturer Event of Default" means, with respect to a Manufacturer,
(i) the failure by such Manufacturer (or if such Manufacturer's Manufacturer
Program is a Guaranteed Depreciation Program, such Manufacturer or any related
auction dealers) to pay any amount due under such Manufacturer's Manufacturer
Program with respect to a Program Vehicle turned in to such Manufacturer and
such failure continues for more than one hundred (100) days following the Due
Date ("Past Due Amounts") and the aggregate Past Due Amounts relating to such
Manufacturer are equal to or in excess of the lesser of (x) $25 million and (y)
the then
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xxxxxxxxxxx xxxxxxxxx xxxxxx xx xxxxxxxxxx obligations of such Manufacturer
under its Manufacturer Program in respect of Program Vehicles, in each case net
of Past Due Amounts, aggregating no more than $50 million, that are (A) the
subject of a good faith dispute as evidenced in a writing by any of the Lessees
or NFLP, as applicable, or the Manufacturer questioning the accuracy of amounts
paid or payable in respect of certain Program Vehicles tendered for repurchase
under a Manufacturer Program (as distinguished from any dispute relating to the
repudiation by such Manufacturer generally of its obligations under such
Manufacturer Program or the assertion by such Manufacturer of the invalidity or
unenforceability as against it of such Manufacturer Program) and (B) with
respect to which the applicable Lessee or NFLP has provided adequate reserves as
reasonably determined by such Lessee or NFLP, (ii) the occurrence of an Event of
Bankruptcy with respect to such Manufacturer or (iii) the termination of such
Manufacturer's Manufacturer Program or the failure of such Manufacturer's
Manufacturer Program to meet the requirements of an Eligible Manufacturer
Program.
"Manufacturer Payment Rights" means the rights of NFLP under any
Manufacturer Program to receive payments on account of Repurchase Prices of
Program Vehicles leased under the Series 1997 Lease.
"Manufacturer Program" means a Repurchase Program or a Guaranteed
Depreciation Program.
"Manufacturer Receivable" means an amount due from a Manufacturer or
auction dealer under a Manufacturer Program in respect of or in connection with
a Program Vehicle turned back to such Manufacturer.
"Master Collateral" has the meaning specified in Section 2.1(b) of the
Master Collateral Agency Agreement.
"Master Collateral Agency Agreement" means the Second Amended and
Restated Master Collateral Agency Agreement, dated as of even date herewith,
among Republic, NFLP, the Lessees and the Master Collateral Agent, as such
agreement may be amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms thereof.
"Master Collateral Agent" means Citibank, N.A., a national banking
association, in its capacity as Master Collateral Agent under the Master
Collateral Agency Agreement and its permitted successors and assigns in such
capacity thereunder.
"Master Servicer" means Republic, in its capacity as the master
servicer under the Series 1997 Lease, and its permitted successors and assigns
in such capacity thereunder.
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"MATERIAL ADVERSE EFFECT" means (A) with respect to any Lessee, NFLP,
RFC or Republic, and any occurrence, event or condition with respect to any of
them:
(i) a material adverse change in the financial condition, business,
assets or operations of any Lessee, NFLP, RFC or Republic, as the case may be,
and its Consolidated Subsidiaries taken as a whole, that materially adversely
affects the ability of any Lessee, RFC, NFLP or Republic to perform its
respective obligations under any of the Related Documents; or
(ii) a material adverse effect on the ability of any Lessee, RFC, NFLP
or Republic, as the case may be, to perform its material obligations under any
of the Related Documents; and
(B) with respect to the Series 1997-1 Notes, an adverse effect on (a)
the enforceability of the Series 1997 Lease or (b) the priority or perfection of
the Trustee's or the Master Collateral Agents' Lien on a material portion of the
Collateral or Master Collateral applicable thereto, respectively.
"MATRIX MANUFACTURER PROGRAM" means the Manufacturer Program titled
"General Motors Corporation Passenger Car and Light Duty Truck 100% Repurchase
Program for Daily Rental Operators - Program No. 97-02," and any substantially
similar Manufacturer Program for any other model years, and pursuant to which
the repurchase price for any Program Vehicle subject thereto is calculated based
upon a specified percentage of the Capitalized Cost of such Vehicle and the
month of return as set forth in such Manufacturer Program.
"MAXIMUM AGGREGATE VFN INVESTED AMOUNT" means, as of any date of
determination, the sum of (i) the Series 1997-1 Maximum Invested Amount on such
date, (ii) the Series 1997-2 Maximum Invested Amount on such date, (iii) the
Series 1997-3 Maximum Invested Amount on such date, (iv) the Series 1997-4
Maximum Invested Amount on such date and (v) the maximum invested amount for
each other Series of Shared Collateral Series Notes on such date.
"MAXIMUM LEASE COMMITMENT" means, on any date of determination, the sum
of (i) the maximum face amount of the Series 1997 Variable Funding Notes, PLUS
(ii) the Series 0000 Xxxxxxxxx Available Subordinated Amount on such date, PLUS
(iii) the aggregate Net Book Values of all Series 1997 Vehicles leased under the
Series 1997 Lease as of such date which were acquired, financed, or refinanced
with funds other than proceeds of Series 1997 Variable Funding Notes or the
available subordinated amount for any Series of Series 1997 Variable Funding
Notes, PLUS (iv) any amounts held in the Retained Distribution Account that NFLP
commits on or prior to such date to invest in new Series 1997 Vehicles (as
evidenced by an Officer's Certificate of NFLP) in accordance with the terms of
the Series 1997 Lease and the Indenture.
"MAXIMUM MANUFACTURER CONCENTRATION" means as of any date of
determination (a) that the Net Book Value of all Series 1997 Vehicles that are
Non-Program Vehicles manufactured by
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00
Xxxxxxx, Xxxxx and Suzuki and are leased under the Series 1997 Lease as of such
date does not exceed 10% of the Program Size on such date, (b) that the Net Book
Value of Series 1997 Vehicles that are Non-Program Vehicles manufactured by
Hyundai and are leased under the Series 1997 Lease as of such date does not
exceed 5% of the Program Size on such date, (c) that the Net Book Value of
Series 1997 Vehicles that are Non-Program Vehicles manufactured by Isuzu and are
leased under the Series 1997 Lease as of such date does not exceed 5% of the
Program Size on such date and (d) that the Net Book Value of Series 1997
Vehicles that are Non- Program Vehicles manufactured by Suzuki and are leased
under the Series 1997 Lease as of such date does not exceed 5% of the Program
Size on such date
"MAXIMUM NON-PROGRAM PERCENTAGE" means, with respect to Series 1997
Non-Program Vehicles, twenty percent (20%) of the Maximum Aggregate VFN Invested
Amount or such other percentage amount agreed upon by the Lessor and the
Lessees, subject to Rating Agency Confirmation.
"MEASUREMENT MONTH" on any date, means each calendar month, or the
smallest number of consecutive calendar months, preceding such date in which (a)
at least 2,000 Non-Program Vehicles leased under the Series 1997 Lease
(excluding salvage sales) were sold at auction or (b) at least one-twelfth of
the aggregate Net Book Value of the Non-Program Vehicles leased under the Series
1997 Lease as of the last day of such calendar month or consecutive calendar
months (excluding salvage sales) were sold at auction; PROVIDED, HOWEVER, that
no calendar month included in a Measurement Month shall be included in any other
Measurement Month.
"MEASUREMENT MONTH AVERAGE" means, with respect to any Measurement
Month, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Disposition Proceeds and Termination Payments in respect of
all Series 1997 Vehicles (excluding salvage sales) that are Non-Program Vehicles
sold at auction or otherwise during such Measurement Month and the denominator
of which is the aggregate Net Book Value of such Vehicles on the dates of their
respective sales; PROVIDED, HOWEVER, that, until the completion of the initial
Measurement Month, the Measurement Month Average shall be deemed to be 100%.
"MISSING EQUIPMENT CHARGES" means, with respect to any Program Vehicle,
the amount charged to NFLP or any of the Lessees, as applicable, or deducted
from the Repurchase Price, by the Manufacturer of such Vehicle due to missing
equipment at the time such Vehicle is turned in to such Manufacturer or its
agent for repurchase pursuant to the applicable Manufacturer Program.
"MONTHLY BASE RENT" has the meaning specified in Section 9 of Annex A,
Section 6 of Annex B or Section 9 of Annex C of the Series 1997 Lease, as
applicable.
"MONTHLY CERTIFICATE", with respect to the Series 1997 Lease, has the
meaning specified in Section 24.7(vi) of the Series 1997 Lease.
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"MONTHLY FINANCE RENT" has the meaning specified in Section 6 of Annex
B of the Series 1997 Lease.
"MONTHLY PRINCIPAL ALLOCATION" has the meaning specified in SECTION
5.5(b) of this Supplement.
"MONTHLY SERVICING FEE" has the meaning specified in Section 26.1 of
the Series 1997 Lease.
"MONTHLY SUPPLEMENTAL PAYMENT" has the meaning specified in Section 6
of Annex B of the Series 1997 Lease.
"MONTHLY SUPPLEMENTAL SERVICING FEE" means, on any Distribution Date,
the product of the Supplemental Servicing Fee accrued on such date and a
fraction, the numerator of which shall be the Series 1997-1 Invested Amount on
such Distribution Date and the denominator of which shall be the sum of the
aggregate of the invested amounts outstanding for all Series 1997 Variable
Funding Notes on such Distribution Date.
"MONTHLY VARIABLE RENT" has the meaning specified in Section 9 of Annex
A of the Series 1997 Lease or Section 9 of Annex C of the Series 1997 Lease, as
applicable.
"MONTHLY VEHICLE STATEMENT" has the meaning specified in Section
24.7(iv) of the Series 1997 Lease.
"NAMED LESSEE" has the meaning specified in Section 8 of the Series
1997 Lease.
"NAMED SERVICER" has the meaning specified in Section 26.3 of the
Series 1997 Lease.
"NATIONAL PAYOFF LETTER" means a letter dated on or before the initial
Vehicle Funding Date with respect to National under the Series 1997 Lease
specifying the amount required to pay in full all indebtedness of National
secured by any of the Refinanced Vehicles to be refinanced under the Series 1997
Lease on such initial Vehicle Funding Date with respect to which National is the
Lessee.
"NET BOOK VALUE" means, with respect to any Vehicle being leased under
the Series 1997 Lease (a) as of any date of determination during the period from
the Vehicle Lease Commencement Date for such Vehicle to but excluding the
Initial Determination Date, the Capitalized Cost of such Vehicle, (b) as of the
Initial Determination Date for such Vehicle, (i) the Capitalized Cost for such
Vehicle MINUS (ii) the aggregate Depreciation Charges accrued with respect to
such Vehicle through the last day of the Related Month in which the Vehicle
Lease Commencement Date for such Vehicle occurred, (c) as of any Determination
Date after the Initial Determination Date, (i) the Net Book Value of such
Vehicle as calculated on the
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immediately preceding Determination Date MINUS (ii) the aggregate Depreciation
Charges accrued with respect to such Vehicle during the Related Month (through
the last day thereof), LESS, (d) if such Vehicle is a Non-Program Vehicle which
was leased under the Series 1997 Lease on the last day of the Related Month, an
amount equal to (i) the amount of Additional Base Rent, if any, paid (or, prior
to the applicable Payment Date, payable) on the Payment Date immediately
following such Related Month DIVIDED by (ii) the number of Non-Program Vehicles
leased under the Series 1997 Lease on the last day of the Related Month. After
the Initial Determination Date, on any day which is not a Determination Date,
the Net Book Value of a Vehicle shall be the Net Book Value calculated for such
Vehicle on the most recent Determination Date.
"NET DISPOSITION LOSSES" has the meaning specified in SECTION
5.10(b)(iv).
"NFLP AGREEMENTS" means the collective reference to the documents
referred to in the definition of NFLP Agreements in Schedule 1 to the Base
Indenture and the Series 1997 NFLP Agreements.
"NFLP BENEFICIAL INTEREST" means the 100% beneficial interest owned by
NFLP in the NFLP Receivables Trust.
"NFLP MASTER COLLATERAL" has the meaning specified in Section 2.1(b) of
the Master Collateral Agency Agreement.
"NFLP RECEIVABLES TRUST" means the irrevocable trust established
pursuant to the NFLP Receivables Trust Agreement.
"NFLP RECEIVABLES TRUST AGREEMENT" means the trust agreement dated as
of October [ ], 1997 between NFLP, as grantor, and the Receivables Trustee, as
trustee.
"NFLP RECEIVABLES TRUSTEE" means The Bank of New York (Delaware), in
its capacity as trustee under the NFLP Receivables Trust Agreement.
"NON-PROGRAM MAXIMUM TERM" means with respect to a Series 1997 Vehicle
that is a Non-Program Vehicle, the last day of the forty-second (42nd) month
after the date of the original new dealer invoice for such Non-Program Vehicle.
"NON-PROGRAM VEHICLE" means, with respect to the Series 1997-1 Notes, a
Series 1997 Vehicle which is not subject to an Eligible Manufacturer Program at
the time of its leasing under the Series 1997 Lease or which is redesignated as
a Non-Program Vehicle pursuant to Section 14 of the Series 1997 Lease.
"NON-PROGRAM VEHICLE REPORT" has the meaning specified in Section
24.7(vii) of the Series 1997 Lease.
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"NON-PROGRAM VEHICLE TERMINATION PAYMENT" has the meaning specified in
Section 12.3 of the Series 1997 Lease.
"NOTE INTEREST SHORTFALL" with respect to the Series 1997-1 Notes, has
the meaning specified in SECTION 5.4 of this Supplement.
"NOTICE OF CONVERSION" means, as applicable, a notice substantially in
the form of Exhibit C to the Series 1997-1 Supplement.
"OFFICER'S CERTIFICATE" means a certificate signed by an Authorized
Officer of Republic, the General Partner or any of the Lessees, as applicable.
"OPERATING LEASE" means the Base Lease as supplemented by Annex A to
the Series 1997 Lease.
"OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The Counsel may be an employee of or
counsel to NFLP or any of the Lessees, as the case may be, unless the Series
1997-1 Required Noteholders shall notify the Trustee of their objection thereto.
"OTHER VFN BENEFICIARIES" means, on any date, the parties, including
each Series 1997 Support Letter of Credit Provider, including the GM Series
1997-1 Support Provider, named on such date as Beneficiaries under the Master
Collateral Agency Agreement in respect of Series 1997 Vehicles.
"OVERCOLLATERALIZATION ENHANCEMENT PERCENTAGE" means, as of any day,
the excess of the (a) Weighted Average Enhancement Percentage as of such day
over (b) the L/C Percentage as of such day.
"PERMITTED ENCUMBRANCES" means: (a) a Lien securing a tax, assessment
or other governmental charge or levy (excluding any Lien arising under any of
the provisions of ERISA) or the claim of any materialman, mechanic, carrier,
warehouseman or landlord for labor, materials, supplies or rentals incurred in
the ordinary course of business, and foreclosure, distraint, sale or other
similar proceedings shall not have been commenced; (b) a Lien on the properties
and assets of a Subsidiary of any of the Lessees securing Indebtedness owing to
such Lessee; (c) a Lien consisting of a deposit or pledge made, in the ordinary
course of business, in connection with, or to secure payment of, obligations
under worker's compensation, unemployment insurance or similar legislation; (d)
a Lien constituting an encumbrance in the nature of zoning restrictions,
easements, and rights or restrictions of record on the use of real property
which does not materially detract from the value of such property or impair the
use thereof in the business of a Lessee or any of its Subsidiaries; (e) a Lien
constituting a lease or sublease granted by a Lessee or any Subsidiary to others
in the ordinary course of business; (f) a
X-00
00
Xxxx existing on (i) property of any Person at the time such Person becomes a
Consolidated Subsidiary of any of the Lessees or (ii) any asset prior to the
acquisition thereof by any of the Lessees or a Consolidated Subsidiary, but
only, in the case of either (i) or (ii), if such Lien was not created in
contemplation thereof and so long as the obligation secured by such Lien is not
in default and such Lien is and will remain confined to the property subject to
it at the time such Person becomes a Consolidated Subsidiary of a Lessee or such
property is acquired and to fixed improvements thereafter erected on such
property; (g) a Lien in existence on the VFN Closing Date, but only, in the case
of each such Lien, to the extent it secures Existing Indebtedness; (h) a Lien
securing Purchase Money Indebtedness but only if, in the case of each such Lien:
(i) such Lien shall at all times be confined solely to the asset the purchase
price of which was financed through the incurrence of the Purchase Money
Indebtedness secured by such Lien and to fixed improvements then or thereafter
erected on such asset; (ii) such Lien attached to such asset within 90 days of
the acquisition of such property; and (iii) the aggregate principal amount of
Purchase Money Indebtedness secured by such Lien shall at no time exceed an
amount equal to the lesser of (A) the cost (including the principal amount of
such Indebtedness, whether or not assumed) to any of the Lessees or a
Consolidated Subsidiary of the asset subject to such Lien and (B) the fair value
of such asset at the time of such acquisition; (i) a Lien constituting a
renewal, extension or replacement of a Lien constituting a Permitted Encumbrance
by virtue of clause (f), (g) or (h) of this definition, but only, in the case of
each such renewal, extension or replacement Lien, to the extent that the
principal amount of indebtedness secured by such Lien does not exceed the
principal amount of such indebtedness so secured at the time of the extension,
renewal or replacement, and that such renewal, extension or replacement Lien is
limited to all or a part of the property that was subject to the Lien extended,
renewed or replaced and to fixed improvements then or thereafter erected on such
property; and (k) a Lien arising pursuant to an order of attachment, distraint
or similar legal process arising in connection with legal proceedings, but only
if and so long as the execution or other enforcement thereof is not unstayed for
more than twenty (20) days.
"PERMITTED INVESTMENTS" means negotiable instruments or securities
maturing on or before the related Distribution Date represented by instruments
in bearer or registered or in book entry form which evidence (i) obligations the
full and timely payment of which is to be made by or is fully guaranteed by the
United States of America; (ii) demand deposits, time deposits in, or
certificates of deposit issued by, any depositary institution or trust company
incorporated under the laws of the United States of America, any state thereof
or any other jurisdiction and subject to supervision and examination by Federal
or State banking or depositary institution authorities; PROVIDED, HOWEVER, that
at the time of the investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits, if any, or long-term unsecured
debt obligations (other than such obligation whose rating is based on collateral
or on the credit of a Person other than such institution or trust company) of
such depositary institution or trust company shall have a credit rating from
Standard & Poor's of A-1 and from Moody's of at least P-1, in the case of
certificates of deposit or short-term deposits, or a rating from Standard &
Poor's not lower than AA or from Moody's not lower than Aa3, in the case of
long-term
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unsecured debt obligations; (iii) commercial paper having, at the time of the
investment or contractual commitment to invest therein, a rating from Standard &
Poor's of at least A-1 and from Moody's of at least P-1; (iv) demand deposits or
time deposits which are fully insured by the Federal Deposit Insurance
Corporation; (v) bankers' acceptances issued by any depositary institution or
trust company described in CLAUSE (ii) above; (vi) investments in money market
funds rated AAm or AAmG by Standard & Poor's or otherwise approved in writing by
Standard & Poor's and a comparable rating from Moody's or otherwise approved in
writing by Moody's; (vii) Eurodollar time deposits having a credit rating from
Standard & Poor's of A-1 and from Moody's of at least P-1; (viii) repurchase
agreements involving any of the Permitted Investments described in CLAUSES (i)
and (vii) above and the certificates of deposit described in CLAUSE (ii) above
which are entered into with a depository institution or trust company, having a
commercial paper or short-term certificate of deposit rating of A-1 by Standard
& Poor's and at least P-1 by Moody's; and (ix) any other instruments or
securities, if the Rating Agencies confirm in writing that such investment in
such instruments or securities will not adversely affect any ratings with
respect to any Series of Notes or the Commercial Paper Notes.
"POTENTIAL LEASE EVENT OF DEFAULT" means an event that, with the giving
of notice or passage of time, would become a Lease Event of Default.
"POWER OF ATTORNEY", for purposes of the Series 1997 Lease, has the
meaning specified in Section 9 of the Series 1997 Lease.
"PRINCIPAL BALANCE" means, when used with respect to any date, an
amount equal to (a) the Series 1997-1 Initial Invested Amount MINUS (b) the
amount of principal payments made to Series 1997-1 Noteholders and Decreases on
or prior to such date PLUS (c) all Increases on or prior to such date.
"PRINCIPAL SHORTFALL" has the meaning specified in SECTION 5.5(b) of
this Supplement.
"PRO RATA SHARE" has the meaning set forth in any of the Series 1997-1
Support Letters of Credit or paragraph 20 of the GM Series 1997-1 Support
Agreements, as applicable.
"PROFITS" means, for any Related Month, the sum of (without double
counting) (a) Disposition Proceeds received in respect of Non-Program Vehicles
leased under the Series 1997 Lease disposed of during the Related Month that
exceed the sum of the Net Book Values for such Non-Program Vehicles and any
amounts due and payable under the Series 1997 Lease in respect of such Vehicles,
plus (b) amounts allocated under SECTION 5.2(a)(y)(viii) hereof and the
comparable provisions of the Series 1997-2 Supplement, the Series 1997-3
Supplement, the Series 1997-4 Supplement and the VFN Supplement for any other
Series of Shared Collateral Series Notes.
"PROGRAM SIZE" has the meaning specified in the Series 1997-1 Liquidity
Agreement.
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"PROGRAM VEHICLE" means, with respect to the Series 1997 Variable
Funding Notes, a Series 1997-1 Vehicle eligible for repurchase under an Eligible
Manufacturer Program.
"PROGRAM VEHICLE TERMINATION PAYMENT" has the meaning specified in
Section 12.3 of the Series 1997 Lease.
"PURCHASE MONEY INDEBTEDNESS" means Indebtedness of a Lessee or any
Consolidated Subsidiary that, within ninety (90) days of such purchase, is
incurred to finance part or all of (but not more than) the purchase price of a
tangible asset in which neither such Lessee nor any Subsidiary had at any time
prior to such purchase any interest other than a security interest or an
interest as lessee under an operating lease, and renewals, extensions or
refundings thereof, but not any increases in the principal amounts thereof or
interest rates thereon, except for increases in interest rates upon the occasion
of any such renewal, extension or refunding that are commercially reasonable at
such time.
"RATING AGENCIES" means, with respect to the Commercial Paper Notes,
Standard & Poor's and Xxxxx'x.
"RATING AGENCY CONDITION" means receipt of Rating Agency Confirmation.
"RATING AGENCY CONFIRMATION" means written confirmation by each Rating
Agency that the proposed action, amendment, waiver or modification will not
result in a downgrading or withdrawal of the then current rating on the
Commercial Paper Notes.
"RECOVERIES" means, for any Related Month, the sum of Series 1997
Program Recoveries and Series 1997 Non-Program Recoveries.
"REFINANCED VEHICLES" means Eligible Vehicles (a) owned by National,
Alamo, Spirit or Value prior to the Series 1997 Lease Commencement Date under
the Series 1997 Lease (i) (A) which are subject to the lien of the Master
Collateral Agent (in the case of any such Vehicles owned by National), (B) in
which a first priority lien in which has been assigned to the Master Collateral
Agent pursuant to the applicable Assignment and Nominee Agreement (in the case
of any such Vehicles owned by Alamo, Spirit or Value), and (ii) are refinanced
by NFLP under the Financing Lease or the Synthetic Lease on the Series 1997-1
Closing Date, (b) owned by any Additional Lessee prior to the Additional Lessee
Closing Date with respect to such Additional Lessee (i) a first priority lien in
which has been assigned to the Master Collateral Agent, and (ii) which are
refinanced by NFLP under the Financing Lease or the Synthetic Lease on the
Additional Lessee Closing Date with respect to such Additional Lessee, (c) owned
by NFLP or a Lessee and (i) with respect to which the lien of the Master
Collateral Agent is noted on the Certificate of Title and (ii) which are
refinanced by NFLP under the Series 1997 Lease on any date after the Series 1997
Lease Commencement Date under the Series 1997 Lease or (d) acquired by a Lessee
in a Fleet Purchase Transaction (i) a first priority lien in which has been
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assigned to the Master Collateral Agent and (ii) which are refinanced by NFLP
under the Financing Lease or the Synthetic Lease.
"REFINANCED VEHICLE SCHEDULE" has the meaning specified in Section
2.1(b) of the Series 1997 Lease.
"RELATED DOCUMENTS" means, as used herein, in the Series 1997-1 Note
Purchase Agreement, the Series 1997-1 Notes and the Series 1997-1 Support
Reimbursement Agreement, the collective reference to the documents referred to
in the definition of Related Documents in Schedule 1 to the Base Indenture, the
Series 1997 Lease, the Series 1997-1 Note Purchase Agreement, the Series 1997
Intercreditor Agreement, the Series 1997-1 Letter of Credit, the Series 1997-1
Support Reimbursement Agreement, the GM Series 1997-1 Support Reimbursement
Agreement, the Series 1997-1 Notes and the CP Program Documents and, without
limiting the generality of the foregoing, all definitions used in such
documents.
"RELATED MONTH" means, on any date of determination with respect to the
Series 1997-1 Notes, the most recently ended calendar month; PROVIDED, HOWEVER,
that the initial Related Month with respect to the Series 1997-1 Notes shall be
the period from and including the VFN Closing Date to and including the last day
of the calendar month in which such the VFN Closing Date occurs.
"RENT" has the meaning specified in Section 9 of Annex A, Section 6 of
Annex B or Section 9 of Annex C of the Series 1997 Lease, as applicable.
"REPUBLIC" means Republic Industries, Inc., a Delaware corporation and
its successors and assigns.
"REPURCHASE PRICE" with respect to any Vehicle (i) subject to a
Repurchase Program means the price paid or payable by the Manufacturer thereof
to repurchase such Vehicle pursuant to its Manufacturer Program and (ii) subject
to a Guaranteed Depreciation Program means the amount which the Manufacturer
thereof guarantees will be paid to any of the Lessees or NFLP as the seller of
such vehicle by such Manufacturer and/or the related auction dealers upon the
disposition of such Vehicle pursuant to its Manufacturer Program.
"REPURCHASE PROGRAM" means a program pursuant to which a Manufacturer
has agreed with a Lessee or NFLP to repurchase Vehicles manufactured by such
Manufacturer or one of its Affiliates during the specified Repurchase Period.
"REQUIRED VFN NOTEHOLDERS" means, on any date of determination, with
respect to the Series 1997 Variable Funding Notes, (a) Liquidity Lenders under
the Series 1997-1 Liquidity Agreement, Series 1997-1 Support Letter of Credit
Providers, the GM Series 1997-1 Support Provider, Series 1997-2 Noteholders,
Series 1997-3 Noteholders and Series 1997-4 Noteholders
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which collectively hold more than 50% of (b) the sum of (i) the Program Size
under the Series 1997-1 Liquidity Agreement, (ii) the Program Size under the
Series 1997-2 Note Purchase Agreement, (iii) the Program Size under the Series
1997-3 Note Purchase Agreement and (iv) the Program Size under the Series 1997-4
Note Purchase Agreement.
"RESIDUAL VALUE PAYMENT" means, with respect to a Series 1997 Vehicle
that is a Synthetic Lease Vehicle as of the date of calculation, an amount equal
to the Termination Value of such Vehicle, PROVIDED, HOWEVER, that in no event
shall the sum of the net present value of the Monthly Base Rent paid or accrued
with respect to such Vehicle to the date of calculation plus the net present
value of the Termination Value of such Vehicle exceed [88] percent of the
Capitalized Cost of such Vehicle, with such net present value calculated to the
Vehicle Synthetic Lease Commencement Date for such Vehicle with the discount
rate equal to the interest rate utilized to calculate the interest component of
the Monthly Base Rent heretofore paid or accrued for such Vehicle to the date of
calculation. This Residual Value Payment will be reduced (but not below zero) by
the proceeds received by the Lessor on the sale of the Vehicle including any
sale pursuant to any Manufacturer Program.
"RESPONSIBLE OFFICER" means, with respect to NFLP or any of the
Lessees, the President, any Vice President, Assistant Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer of the General Partner or
such Lessee, as applicable, or any officer customarily performing functions
similar to those performed by the person who at the time shall be such officer.
"RFC" means Republic Industries Funding Corp., a special purpose
Delaware corporation and wholly owned subsidiary of Republic.
"RFC TERMINATION REIMBURSEMENT SHARE" has the meaning specified in
Section 2.3(c) of the Series 1997-1 Support Reimbursement Agreement or Section
2.3(c) of the GM Series 1997-1 Support Reimbursement Agreement, as applicable.
"SCHEDULED SUPPORT EXPIRATION DATE" has the meaning specified in
Section 2.1(a) of the Series 1997-1 Support Reimbursement Agreement or Section
2.1(a) of the GM Series 1997-1 Support Reimbursement Agreement, as applicable.
"SECURED PARTIES" has the meaning specified in SECTION 3.1(a) of this
Supplement.
"SERIES MONTHLY SERVICING FEE" has the meaning specified in Section
26.1 of the Series 1997 Lease.
"SERIES 1996-1 NOTES" means the Rental Car Asset Backed Notes, Series
1996-1, issued by NFLP pursuant to the related Supplement.
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"SERIES 1997 AGGREGATE ASSET AMOUNT" means, with respect to the Series
1997 Variable Funding Notes, for any date of determination, the sum, rounded to
the nearest $100,000, of (i) the Net Book Value of all Program Vehicles leased
under the Series 1997 Lease as of such date and not turned in to the
Manufacturer thereof pursuant to its Manufacturer Program or not otherwise sold
or deemed to be sold under the Related Documents, PLUS (ii) the Net Book Value
of all Non-Program Vehicles leased under the Series 1997 Lease as of such date,
PLUS (iii) all amounts receivable as of such date from Manufacturers under
Manufacturer Programs with respect to Series 1997 Vehicles turned in to such
Manufacturers pursuant to any such Manufacturer Program or delivered to an
authorized auction, pursuant to any Manufacturer Program and the outstanding
amount of Eligible Receivables from such Manufacturer that have been refinanced
under the Series 1997 Lease, in each case, other than any such amounts which
have become Losses, PLUS (iv) all amounts receivable (other than amounts set
forth in CLAUSE (iii) above) with respect to the disposition of Series 1997
Vehicles as of such date from any other Person, other than any such amounts
which have become Losses, PLUS (v) with regard to Series 1997 Vehicles that have
been turned in to the Manufacturer or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Series 1997 Lease with respect to such Series 1997
Vehicles (net of amounts set forth in CLAUSES (iii) and (iv) above), other than
any such amounts which have become Losses, PLUS (vi) cash and Permitted
Investments on deposit in any of the VFN Collection Accounts and on deposit in
the Series 1997 Collection Account, if any, allocable to the Series 1997
Variable Funding Notes MINUS (vii) the excess, if any, of (A) the amount
determined under CLAUSE (ii) above over (B) the product of the Maximum
Non-Program Percentage and the Maximum Aggregate VFN Invested Amount on such
date.
"SERIES 0000 XXXXXXXXX AVAILABLE SUBORDINATED AMOUNT" (a) means [$ ]
on the VFN Closing Date and (b) on any date of determination thereafter, means a
dollar amount equal to the sum of (i) the Series 1997-1 Available Subordinated
Amount as of such date and (ii) the available subordinated amounts for all other
Series 1997 Variable Funding Notes as of such date (including any Shared
Collateral Series of Notes issued after the VFN Closing Date).
"SERIES 1997 ASSET AMOUNT DEFICIENCY" with respect to the Series 1997
Variable Funding Notes, will occur if, at any time, the Series 1997 Required
Asset Amount exceeds the Series 1997 Aggregate Asset Amount (the amount of any
such Series 1997 Asset Amount Deficiency being the amount of such excess).
"SERIES 1997 COLLECTION ACCOUNT" has the meaning specified in SECTION
5.1(c) of this Supplement.
"SERIES 1997 INTERCREDITOR AGREEMENT" means the Intercreditor and
Subordination Agreement, dated as of October 29, 1997, by and among Republic,
Alamo, National, Spirit, Value, certain subordinated creditors listed on
Schedule A thereto from time to time and certain senior creditors listed on
Schedule B thereto from time to time, as the same may be amended,
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supplemented, restated or otherwise modified from time to time in accordance
with the terms thereof.
"SERIES 1997 LEASE" means the Master Motor Vehicle Lease and Servicing
Agreement, dated as of the date hereof, executed in connection with the issuance
of the Series 1997 Variable Funding Notes, among NFLP, as lessor, National,
Alamo, Value and Spirit, and certain affiliates thereof, as lessees, and
Republic, as guarantor, as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof.
"SERIES 1997 LEASE ADVANCE" means an advance of funds by the Lessor
pursuant to Section 2.1 of the Series 1997 Lease.
"SERIES 1997 LEASE PAYMENTS" means all rights of NFLP to receive
payments of Monthly Base Rent, Additional Base Rent, Monthly Variable Rent,
Monthly Finance Rent, Termination Payments, Casualty Payments, Additional
Synthetic Lease Payments and Monthly Supplemental Payments under the Series 1997
Lease, whether payable by any Lessee or the Guarantor.
"SERIES 1997 LIMITED LIQUIDATION EVENT OF DEFAULT" means a Series
1997-1 Limited Liquidation Event of Default, or a "limited liquidation event of
default" with respect to any other Shared Collateral Series Notes.
"SERIES 1997 NFLP AGREEMENTS" means the Series 1997 Lease, the Series
1997 Variable Funding Supplements, the Series 1997-1 Note Purchase Agreement,
the purchase agreements in respect of the Series 1997-2 Notes, the Series 1997-3
Notes and the Series 1997-4 Notes, the Master Collateral Agency Agreement and
the NFLP Receivables Trust Agreement, as such documents may be amended,
supplemented, restated or otherwise modified from time to time in accordance
with their respective terms.
"SERIES 1997 NON-PROGRAM LOSSES" means, with respect to any Related
Month, the sum (without duplication) of (a) any payment in respect of Monthly
Variable Rent, Monthly Finance Rent, Monthly Base Rent, Monthly Supplemental
Payments, Additional Synthetic Lease Payments and Additional Base Rent that has
become due to the Lessor under the Series 1997 Lease in respect of Non-Program
Vehicles that is not paid to NFLP or the Trustee prior to the expiration of any
grace period provided for in the Series 1997 Lease for the making of such
payment, but only if such grace period, if any, expires during such Related
Month, and (b) the amount by which the aggregate Net Book Value of all Acquired
Vehicles that are Non-Program Vehicles leased under the Series 1997 Lease
disposed of during the Related Month exceeds the Disposition Proceeds related to
such Non-Program Vehicles, plus any amounts due and unpaid under the Series 1997
Lease as of the end of the Related Month with respect to such Non-Program
Vehicles, such aggregate amount being net of all Profits on all Non-Program
Vehicles leased under the Series 1997 Lease and being disposed of during such
Related Month.
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"SERIES 1997 NON-PROGRAM PERCENTAGE" means, on any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the aggregate Net Book Value of all Non-Program Vehicles leased under the
Series 1997 Lease as of such date and the denominator of which is the aggregate
Net Book Value of all Series 1997 Vehicles leased under the Series 1997 Lease as
of such date.
"SERIES 1997 NON-PROGRAM RECOVERIES" means, with respect to any Related
Month, the sum of (without duplication) all amounts received during such Related
Month by NFLP or the Trustee (including deposits into any Series 1997 Collection
Account) from any source (other than any Series 1997 Letter of Credit or Series
1997 Cash Collateral Account) in respect of Series 1997 Non-Program Losses, as
determined by the related Servicer consistent with its methods of tracking and
allocating to vehicles and Series, Disposition Proceeds, insurance proceeds and
other proceeds of such Vehicles.
"SERIES 1997 PROGRAM LOSSES" means, with respect to any Related Month,
the sum (without duplication) of (a) any payment in respect of Monthly Variable
Rent, Monthly Finance Rent, Monthly Base Rent, Monthly Supplemental Payments,
Additional Synthetic Lease Payments and Additional Base Rent that has become due
to the Lessor under the Series 1997 Lease in respect of Program Vehicles that is
not paid to NFLP or the Trustee prior to the expiration of any grace period
provided for in the Series 1997 Lease for the making of such payment, but only
if such grace period, if any, expires during such Related Month and (b) the
amount owed by any Manufacturer under an Eligible Manufacturer Program with
respect to Acquired Vehicles that are Program Vehicles leased under the Series
1997 Lease that remains unpaid more than (A) one hundred (100) days after the
Due Date with respect to such amount, but only if such 100-day period expires
during such Related Month.
"SERIES 1997 PROGRAM PERCENTAGE" means, on any date of determination,
the percentage equivalent of a fraction, the numerator of which is the aggregate
Net Book Value of all Program Vehicles leased under the Series 1997 Lease as of
such date and the denominator of which is the sum of the aggregate Net Book
Value of all Series 1997 Vehicles leased under the Series 1997 Lease as of such
date.
"SERIES 1997 PROGRAM RECOVERIES" means, with respect to any Related
Month, the sum of (without duplication) all amounts received during such Related
Month by NFLP or the Trustee as deposits into the Series 1997 Collection Account
(PROVIDED that, if for any reason any such amounts have been received directly
by a Servicer, then to the extent that such amounts have not theretofore been
deposited in the Series 1997 Collection Account, such amounts shall be deemed
"received" by NFLP or the Trustee for purposes hereof no later than the eighth
(8th) day after actual receipt by such Servicer) from any source (other than any
Series 1997 Letters of Credit or any Series 1997 Cash Collateral Account) in
respect of Series 1997 Program Losses, as determined by the related Servicer
consistent with its methods of tracking and allocating to
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vehicles and Series, Disposition Proceeds, Guaranteed Payments, Repurchase
Prices, insurance proceeds and other proceeds of such Vehicles.
"SERIES 1997 REQUIRED ASSET AMOUNT" means, at any time, the quotient of
(a) the Aggregate VFN Invested Amount at such time divided by (b) an amount
equal to (i) one hundred percent minus (ii) the excess of (x) the Enhancement
Percentage at such time over (y) the VFN L/C Percentage.
"SERIES 1997 SUPPORT LETTER OF CREDIT PROVIDER" means each provider of
a support letter of credit or support letter of credit agreement for any Series
1997 Variable Funding Notes.
"SERIES 1997 VARIABLE FUNDING NOTEHOLDERS" means, collectively, the
Series 1997-1 Noteholders, the Series 1997-2 Noteholders, the Series 1997-3
Noteholders, the Series 1997-4 Noteholders and any other holders of Shared
Collateral Series Notes.
"SERIES 1997 VARIABLE FUNDING NOTES" means, collectively, the Series
1997-1 Notes, the Series 1997-2 Notes, the Series 1997-3 Notes and the Series
1997-4 Notes and any other Series of Shared Collateral Series Notes.
"SERIES 1997 VARIABLE FUNDING SUPPLEMENTS" means, collectively, the
Series 1997-1 Supplement, the Series 1997-2 Supplement, the Series 1997-3
Supplement, the Series 1997-4 Supplement and the Supplement for any other Shared
Collateral Series Notes.
"SERIES 1997 VEHICLE" means a Vehicle leased under the Series 1997
Lease.
"SERIES 1997 VFN COLLATERAL" has the meaning specified in SECTION
3.1(a) of this Supplement.
"SERIES 1997 VFN ENHANCEMENT DEFICIENCY" means an "enhancement
deficiency" in respect of any Series 1997 Variable Funding Notes, as defined in
the Supplement for the applicable Series.
"SERIES 1997-1 ACCRUED INTEREST ACCOUNT" has the meaning specified in
SECTION 5.1(c) of this Supplement.
"SERIES 1997-1 AVAILABLE SUBORDINATED AMOUNT" means (a) on the VFN
Closing Date, the product of (i) a fraction the numerator of which is the
Program Size on the VFN Closing Date and the denominator of which is the sum of
(a) the Program Size, (b) the "program size" as defined in the Series 1997-2
Supplement, (c) the "program size" as defined in the Series 1997-3 Supplement
and (d) the "program size" as defined in the Series 1997-4 Supplement and (ii)
the Series 0000 Xxxxxxxxx Available Subordinated Amount as of the VFN Closing
Date, and (b) on any date of determination after the VFN Closing Date, means (i)
the Series 1997-1 Available
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Subordinated Amount for the preceding Determination Date PLUS (ii) the Series
1997-1 Available Subordinated Amount Incremental Recoveries for the Related
Month, PLUS (iii) the Series 1997-1 Invested Percentage (for allocations with
respect to Principal Collections) of any other additional amounts contributed by
NFLP to the Series 1997-1 Collection Account or otherwise for allocation to the
Series 0000 Xxxxxxxxx Available Subordinated Amount since the preceding
Determination Date (or, in the case of the first Determination Date, since the
Series 1997-1 Closing Date), MINUS (iv) the Series 1997-1 Available Subordinated
Amount Incremental Losses for the Related Month, MINUS (v) any amounts withdrawn
from the Series 1997-1 Collection Account and allocated to the Retained
Distribution Account.
"SERIES 1997-1 AVAILABLE SUBORDINATED AMOUNT INCREMENTAL LOSSES" means
for any Related Month, the sum of all Losses that became Losses during such
Related Month and which were allocated to the Series 1997-1 Available
Subordinated Amount pursuant to SECTION 5.2(c) hereof.
"SERIES 1997-1 AVAILABLE SUBORDINATED AMOUNT INCREMENTAL RECOVERIES"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 1997-1
Available Subordinated Amount pursuant to SECTION 5.2(c) hereof.
"SERIES 1997-1 AVAILABLE SUBORDINATED AMOUNT MAXIMUM INCREASE" means,
as of any date of determination, an amount equal to 1.1% of the Series 1997-1
Maximum Invested Amount on such date; PROVIDED, HOWEVER, if (i) a Series 1997-1
Enhancement Deficiency arises out of any Losses and (ii) each of NFLP and the
Trustee shall have received Rating Agency Confirmation, then the Series 1997-1
Available Subordinated Amount Maximum Increase shall not be limited in amount.
"SERIES 1997-1 AVAILABLE SUBORDINATED AMOUNT PERCENTAGE" means on any
date of determination:
(a) when used with respect to VFN Collections that are
Principal Collections, the percentage equivalent of a fraction, the
numerator of which will be equal to the Series 1997-1 Available
Subordinated Amount, determined during the Series 1997-1 Revolving
Period as of such date of determination, or, during the Series 1997-1
Rapid Amortization Period, as of the end of the Series 1997-1 Revolving
Period, and the denominator of which shall be the greater of (A) the
Series 1997 Aggregate Asset Amount, determined during the Series 1997-1
Revolving Period as of such date of determination or, during the Series
1997-1 Rapid Amortization Period, as of the end of the Series 1997-1
Revolving Period, and (B) as of the same date as in clause (A), the sum
of the numerators used to determine (i) invested percentages for
allocations with respect to VFN Collections that are Principal
Collections (for all Series of Series 1997 Variable Funding Notes) and
(ii) available subordinated amount percentages for allocations with
respect to VFN
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Collections that are Principal Collections (for all Series of Series
1997 Variable Funding Notes that provide for credit enhancement in the
form of overcollateralization);
(b) when used with respect to Losses, the percentage
equivalent of a fraction, the numerator of which will be the average
daily Series 1997-1 Available Subordinated Amount during the Related
Month and the denominator of which will be the greater of (A) the
average daily Series 1997 Aggregate Asset Amount during the Related
Month and (B) the sum of (i) the aggregate average daily invested
amounts for all Series of Series 1997 Variable Funding Notes during the
Related Month and (ii) the aggregate average daily available
subordinated amounts for all Series of Series 1997 Variable Funding
Notes during the Related Month; and
(c) when used with respect to Recoveries, the percentage
equivalent of a fraction, the numerator of which will be the cumulative
amount of all unreimbursed Losses allocated to the Series 1997-1
Available Subordinated Amount as of the end of the Related Month and
the denominator of which will be the cumulative amount of all
unreimbursed Losses for the Noteholders of all Series of Series 1997
Variable Funding Notes and the Retained Interestholder (including all
unreimbursed Losses in respect of available subordinated amounts, if
any, for all Series 1997 Variable Funding Notes) as of the end of such
Related Month.
"SERIES 1997-1 CARRYING CHARGES" means, as of any day, the sum of (i)
the aggregate of all Trustee Fees, servicing fees (other than supplemental
servicing fees) and other fees, expenses and amounts (including indemnity
amounts), if any, payable by the Lessor or a Servicer under the Indenture, the
Series 1997-1 Note Purchase Agreement, the Series 1997-1 Support Reimbursement
Agreement or the Related Documents which have accrued and remain unpaid with
respect to the Series 1997-1 Notes, (ii) without duplication, the Series 1997-1
Invested Percentage (as calculated with respect to Principal Collections) of all
amounts payable by the Lessees pursuant to SECTION 15 of the Series 1997 Lease
which have accrued and remain unpaid and (iii) the fees, expenses and
indemnities payable by NFLP to the NFLP Receivables Trustee pursuant to or in
connection with the NFLP Receivables Trust Agreement.
"SERIES 1997-1 CASH COLLATERAL ACCOUNT" has the meaning specified in
SECTION 5.11(a).
"SERIES 1997-1 CASH COLLATERAL ACCOUNT SURPLUS" means, as of any date
of determination subsequent to the establishment and funding of the Series
1997-1 Cash Collateral Account pursuant to SECTION 5.11, the amount, if any, by
which the Series 1997-1 Letter of Credit Amount exceeds the Series 1997-1
Required Letter of Credit Amount.
"SERIES 1997-1 CASH COLLATERAL PERCENTAGE" means as of any date of
determination, a fraction, expressed as a percentage, (a) the numerator of which
is the amount on deposit in the
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Series 1997-1 Cash Collateral Account as of such date and (b) the denominator of
which is the Series 1997-1 Letter of Credit Amount as of such date.
"SERIES 1997-1 CERTIFICATE OF CREDIT DEMAND" means a certificate in the
form of Annex A to the Series 1997-1 Letter of Credit.
"SERIES 1997-1 CERTIFICATE OF LIQUIDITY DEMAND" means a certificate in
the form of Annex B to the Series 1997-1 Letter of Credit.
"SERIES 1997-1 CERTIFICATE OF SUPPORT CREDIT DEMAND" means a
certificate in the form of Annex A to any Series 1997-1 Support Letter of Credit
or Annex A to the GM Series 1997-1 Support Agreement.
"SERIES 1997-1 CERTIFICATE OF SUPPORT LIQUIDITY DEMAND" means a
certificate in the form of Annex B to any Series 1997-1 Support Letter of Credit
or Annex B to the GM Series 1997-1 Support Agreement.
"SERIES 1997-1 CERTIFICATE OF SUPPORT REDUCTION DEMAND" means a
certificate in the form of Annex D to the GM Series 1997-1 Support Agreement.
"SERIES 1997-1 CERTIFICATE OF SUPPORT TERMINATION DEMAND" means a
certificate in the form of Annex C to any Series 1997-1 Support Letter of Credit
or Annex C to the GM Series 1997-1 Support Agreement.
"SERIES 1997-1 CERTIFICATE OF SUPPORT TERMINATION DEMAND FOR
NONEXTENSION" means a certificate in the form of Annex D to any Series 1997-1
Support Letter of Credit.
"SERIES 1997-1 CERTIFICATE OF TERMINATION DEMAND" means a certificate
in the form of Annex C to the Series 1997-1 Letter of Credit.
"SERIES 1997-1 CLOSING DATE" means October 29, 1997.
"SERIES 1997-1 COLLATERAL" is defined in SECTION 3.1(a) of this
Supplement.
"SERIES 1997-1 COLLATERAL AGENT" means Credit Suisse First Boston, in
its capacity as such under the Series 1997-1 Collateral Agreement, and any
successor thereto.
"SERIES 1997-1 COLLATERAL AGREEMENT" means the Series 1997-1 Collateral
Agreement of even date herewith among the Series 1997-1 Noteholder, the Series
1997-1 Support Letter of Credit Providers, the GM Series 1997-1 Support
Providers, Credit Suisse First Boston, as Series 1997-1 Liquidity Agent, the
Dealers, and Citibank, N.A., as Depositary, as the same may be
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amended, supplemented, restated or otherwise modified from time to time in
accordance with the term thereof.
"SERIES 1997-1 COLLECTION ACCOUNT" is defined in SECTION 5.1(a) of this
Supplement.
"SERIES 1997-1 COLLECTIONS" means, with respect to any Deposit Date,
(I) (a) the sum of (i) the Series 1997-1 Invested Percentage (as of such day)
and (ii) the Series 1997-1 Available Subordinated Amount Percentage (as of such
day), multiplied by (b) the aggregate amount of VFN Collections on such Deposit
Date which are Interest Collections, plus (II) (a) the sum of (i) the Series
1997-1 Invested Percentage (as of such day) and (ii) the Series 1997-1 Available
Subordinated Amount Percentage (as of such day), multiplied by (b) the aggregate
amount of VFN Collections on such Deposit Date which are Principal Collections.
"SERIES 1997-1 DISPOSITION LOSSES" means, for any Related Month, the
Series 1997-1 Invested Percentage (for allocations with respect to Losses) of
the sum of (i) the amount in CLAUSE (b) of the definition of Series 1997 Program
Losses and (ii) the amount in CLAUSE (b) of the definition of Series 1997
Non-Program Losses.
"SERIES 1997-1 DISTRIBUTION ACCOUNT" has the meaning specified in
SECTION 5.7(a) of this Supplement.
"SERIES 1997-1 DISTRIBUTION ACCOUNT COLLATERAL" has the meaning
specified in SECTION 3.1(c)(iii) of this Supplement.
"SERIES 1997-1 ENHANCEMENT AMOUNT" means, for any date of
determination, the Series 1997-1 Available Subordinated Amount plus the Series
1997-1 Letter of Credit Amount.
"SERIES 1997-1 ENHANCEMENT DEFICIENCY" means, with respect to any date
of determination, the amount, if any, by which the Series 1997-1 Minimum
Enhancement Amount exceeds the Series 1997-1 Enhancement Amount.
"SERIES 1997-1 FRONTING LETTER OF CREDIT AMOUNT" has the meaning
specified in the Series 1997-1 Letter of Credit.
"SERIES 1997-1 FRONTING LETTER OF CREDIT PERCENTAGE" means as of any
date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the Series 1997-1 Fronting Letter of Credit Amount as of such date
and (b) the denominator of which is the Series 1997-1 Letter of Credit Amount as
of such date.
"SERIES 1997-1 INITIAL INVESTED AMOUNT" means the aggregate initial
principal amount of the Series 1997-1 Notes.
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"SERIES 1997-1 INITIAL LETTER OF CREDIT AMOUNT" means $230,000,000.
"SERIES 1997-1 INTEREST ALLOCATION" has the meaning specified in
SECTION 5.2(a)(x)(i) of this Supplement.
"SERIES 1997-1 INTEREST PERIOD" means, with respect to any
Determination Date, Distribution Date or other date, the Related Month;
PROVIDED, HOWEVER, that the initial Series 1997-1 Interest Period shall commence
on the Series 1997-1 Closing Date and end on [ ], 1997; and PROVIDED FURTHER,
that
(i) any Series 1997-1 Interest Period in respect of which
interest is computed by reference to the CP Rate may be terminated at
the election of, and upon notice thereof, to NFLP and the Master
Servicer by the Series 1997-1 Collateral Agent any time upon the
occurrence and during the continuance of a CP Market Disruption Event;
(ii) if at any time any Series 1997-1 Interest Period is
terminated pursuant to clause (i) above, the portion of the Series
1997-1 Principal Balance previously allocated to such terminated Series
1997-1 Interest Period shall be allocated to a new Series 1997-1
Interest Period to commence on such date and end on the next succeeding
calendar month end; and
(iii) upon the occurrence and during the continuance of a
Series 1997-1 Rapid Amortization Period, any Series 1997-1 Interest
Period in respect of which interest is computed by reference to the CP
Rate or the Eurodollar Rate may be terminated at the election of, and
upon notice thereof to NFLP and the Master Servicer by the Series
1997-1 Collateral Agent, and interest on the applicable CP Tranches and
Eurodollar Tranches shall form part of the Base Rate Tranche for the
remainder of such Series 1997-1 Interest Period and each Series 1997-1
Interest Period commencing thereafter until payment in full of the
Series 1997-1 Notes.
"SERIES 1997-1 INVESTED AMOUNT" means, when used with respect to any
date, an amount equal to (a) the Series 1997-1 Initial Invested Amount MINUS (b)
the amount of principal payments made to Series 1997-1 Noteholders and Decreases
on or prior to such date MINUS (c) all Losses allocated to the Series 1997-1
Invested Amount on or prior to such date PLUS (d) all Recoveries allocated to
the Series 1997-1 Invested Amount on or prior to such date PLUS (e) all
Increases on or prior to such date.
"SERIES 1997-1 INVESTED PERCENTAGE" means on any date of determination:
(a) when used with respect to VFN Collections that are
Principal Collections, the percentage equivalent of a fraction, the
numerator of which will be equal to the Series 1997-1 Invested Amount,
determined during the Series 1997-1 Revolving Period as of
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such date of determination, or, during the Series 1997-1 Rapid
Amortization Period, as of the end of the Series 1997-1 Revolving
Period, and the denominator of which shall be the greater of (A) the
Series 1997 Aggregate Asset Amount, determined during the Series 1997-1
Revolving Period as of such date of determination or, during the Series
1997-1 Rapid Amortization Period, as of the end of the Series 1997-1
Revolving Period, and (B) as of the same date as in clause (A), the sum
of the numerators used to determine (i) invested percentages for
allocations with respect to VFN Collections that are Principal
Collections (for all Series of Series 1997 Variable Funding Notes) and
(ii) available subordinated amount percentages for allocations with
respect to VFN Collections that are Principal Collections (for all
Series of Series 1997 Variable Funding Notes that provide for credit
enhancement in the form of overcollateralization);
(b) when used with respect to VFN Collections that are
Interest Collections, the percentage equivalent of a fraction the
numerator of which shall be the Accrued Amounts with respect to the
Series 1997-1 Notes on such date of determination, and the denominator
of which shall be the aggregate Accrued Amounts with respect to all
Series of Series 1997 Variable Funding Notes on such date of
determination;
(c) when used with respect to Losses, the percentage
equivalent of a fraction, the numerator of which will be the average
daily Series 1997-1 Invested Amount during the Related Month and the
denominator of which will be the greater of (A) the average daily
Series 1997 Aggregate Asset Amount during the Related Month and (B) the
sum of (i) the aggregate average daily invested amounts for all Series
of Series 1997 Variable Funding Notes during the Related Month and (ii)
the aggregate average daily available subordinated amounts for all
Series of Series 1997 Variable Funding Notes during the Related Month;
and
(d) when used with respect to Recoveries, the percentage
equivalent of a fraction, the numerator of which will be the cumulative
amount of all unreimbursed Losses allocated to the Series 1997-1
Noteholders as of the end of the Related Month and the denominator of
which will be the cumulative amount of all unreimbursed Losses for the
Noteholders of all Series of Series 1997 Variable Funding Notes and the
Retained Interestholder (including all unreimbursed Losses in respect
of available subordinated amounts, if any, for all Series 1997 Variable
Funding Notes) as of the end of such Related Month.
"SERIES 1997-1 LEASE PAYMENT DEFICIT" means, for any Related Month, an
amount equal to the product of (a) the Series 1997-1 Invested Percentage (for
allocations with respect to Principal Collections) and (b) the excess, if any,
of (i) the aggregate amount of payments required to be made under the Series
1997 Lease with respect to the Related Month, over (ii) the aggregate amount of
payments actually made under the Series 1997 Lease during the Related Month.
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"SERIES 1997-1 LETTER OF CREDIT" means the irrevocable letter of credit
issued by the Series 1997-1 Letter of Credit Provider in favor of the
Enhancement Agent for the benefit of the Series 1997-1 Noteholders.
"SERIES 1997-1 LETTER OF CREDIT AGREEMENT" means the Series 1997-1
Letter of Credit Agreement, dated as of October 29, 1997, among RFC, the
Lessees, Republic and the Series 1997-1 Letter of Credit Provider, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.
"SERIES 1997-1 LETTER OF CREDIT AMOUNT" means, as of any date of
determination, the amount (a) available to be drawn on such date under the
Series 1997-1 Letter of Credit, as specified in the Series 1997-1 Letter of
Credit and (b) if the Series 1997-1 Cash Collateral Account has been established
and funded pursuant to SECTION 5.11, the amount on deposit in the Series 1997-1
Cash Collateral Account (exclusive of net investment earnings).
"SERIES 1997-1 LETTER OF CREDIT EXPIRATION DATE" means the date the
Series 1997-1 Letter of Credit expires as specified in the Series 1997-1 Letter
of Credit, as such date may be extended in accordance with the terms of such
Series 1997-1 Letter of Credit.
"SERIES 1997-1 LETTER OF CREDIT PROVIDER" means Westdeutsche Landesbank
Girozentrale, New York Branch, and any permitted successors or assigns.
"SERIES 1997-1 LIMITED LIQUIDATION EVENT OF DEFAULT" means, so long as
such event or condition continues, any event or condition of the type specified
in (a) SECTION 7.1(a) of this Series 1997-1 Supplement that continues for thirty
(30) days (without double counting the one (1) Business Day cure period provided
for in said SECTION 7.1(a)); PROVIDED, HOWEVER, that such event or condition
shall not constitute a Series 1997-1 Limited Liquidation Event of Default if (i)
within such thirty (30) day period, NFLP shall have contributed a portion of the
Retained Interest to the Series 1997-1 Available Subordinated Amount sufficient
to cure the Series 1997-1 Enhancement Deficiency and (ii) each Rating Agency
shall have notified NFLP and the Trustee in writing that after such cure of such
Series 1997-1 Enhancement Deficiency is provided for, the Commercial Paper Notes
will receive the same rating from the Rating Agency as they received prior to
the occurrence of such Series 1997-1 Enhancement Deficiency or (b) SECTION
7.1(d), (e) or (l) of this Series 1997-1 Supplement.
"SERIES 1997-1 LIQUIDITY AGENT" means Credit Suisse First Boston, in
its capacity as liquidity agent under the Liquidity Agreement dated as of
October 29, 1997 among RFC, certain financial institutions, as liquidity
lenders, and Credit Suisse First Boston, as liquidity agent for the liquidity
lenders.
"SERIES 1997-1 LIQUIDITY AGREEMENT" means the Liquidity Agreement,
dated as of even date herewith, among RFC, certain financial institutions party
thereto as liquidity lenders and
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Credit Suisse First Boston, as liquidity agent, as the same may be amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms thereof.
"SERIES 1997-1 LOC CREDIT DISBURSEMENT" means an amount drawn under the
Series 1997-1 Letter of Credit pursuant to a Certificate of Credit Demand.
"SERIES 1997-1 LOC DISBURSEMENT" means any Series 1997-1 LOC Credit
Disbursement, Series 1997-1 LOC Liquidity Disbursement or Series 1997-1 LOC
Termination Disbursement, as applicable.
"SERIES 1997-1 LOC LIQUIDITY DISBURSEMENT" means an amount drawn under
the Series 1997-1 Letter of Credit pursuant to a Certificate of Liquidity
Demand.
"SERIES 1997-1 LOC TERMINATION DISBURSEMENT" means an amount drawn
under the Series 1997-1 Letter of Credit pursuant to a Certificate of
Termination Demand in the form of Annex C to the Series 1997-1 Letter of Credit.
"SERIES 1997-1 LOSSES" means, with respect to any Distribution Date, an
amount equal to the product of (a) the sum of (i) the Series 1997-1 Invested
Percentage and (ii) the Series 1997-1 Available Subordinated Amount Percentage,
multiplied by (b) the aggregate amount of Losses with respect to the Related
Month.
"SERIES 1997-1 MAJORITY CREDIT ENHANCERS" means Series 1997-1 Support
Letter of Credit Providers and, if applicable, the GM Series 1997-1 Support
Letter of Credit Provider, holding commitments in an amount aggregating more
than 50% of the total commitments represented by the Series 1997-1 Support
Letters of Credit and the GM Series 1997-1 Support Letter of Credit Agreement.
"SERIES 1997-1 MAXIMUM INVESTED AMOUNT" means, as of any date, the
Program Size less the aggregate discount on Commercial Paper Notes Outstanding
on such date.
"SERIES 1997-1 MINIMUM ENHANCEMENT AMOUNT" means, as of any date, the
greater of (I) the sum of (a) the Series 1997-1 Minimum Non-Program Enhancement
Amount on such date PLUS (b) the Series 1997-1 Minimum Program Enhancement
Amount on such date PLUS (c) the Additional Overcollateralization Amount on such
date and (II) $109,250,000.
"SERIES 1997-1 MINIMUM NON-PROGRAM ENHANCEMENT AMOUNT" means, with
respect to the Series 1997-1 Notes on any day, the product of (x) the Series
1997-1 Minimum Non-Program Enhancement Percentage and (y) a dollar amount equal
to the product of (1) the Series 1997-1 Invested Amount as of such date, MINUS
the aggregate amount of cash and Permitted Investments in the Series 1997-1
Collection Account on such date, and (2) the Series 1997 Non-Program Percentage
as of such date.
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"SERIES 1997-1 MINIMUM NON-PROGRAM ENHANCEMENT PERCENTAGE" means, with
respect to any date of determination, the greater of (a) 14.5% and (b) an amount
equal to (i) 100% MINUS (ii) an amount equal to the lowest Measurement Month
Average of any full Measurement Month within the preceding twelve calendar
months MINUS 14.5%.
"SERIES 1997-1 MINIMUM PROGRAM ENHANCEMENT AMOUNT" means, with respect
to the Series 1997-1 Notes on any day, the product of (x) the Series 1997-1
Minimum Program Enhancement Percentage, and (y) a dollar amount equal to the
product of (1) the Series 1997-1 Invested Amount as of such date, MINUS the
aggregate amount of cash and Permitted Investments in the Series 1997-1
Collection Account on such date and (2) the Series 1997 Program Percentage as of
such date.
"SERIES 1997-1 MINIMUM PROGRAM ENHANCEMENT PERCENTAGE" means, with
respect to any date of determination, an amount equal to 10%; PROVIDED that if
(a) the percentage equivalent of a fraction (i) the numerator of which is the
excess of (A) the aggregate Net Book Value of all 1997 model year Program
Vehicles returned pursuant to Manufacturer Programs by any of the Lessees or
NFLP through June 30, 1998 (including, without limitation, vehicles other than
Series 1997 Vehicles and vehicles disposed of prior to the VFN Closing Date)
(such vehicles, the "SOLD VEHICLES") over (B) the aggregate Disposition Proceeds
obtained by the Lessees or NFLP in respect of the Sold Vehicles as of June 30,
1998 and (ii) the denominator of which is the aggregate Capitalized Cost of the
Sold Vehicles, is less than (b) 0.75% as of June 30, 1998, then the Series
1997-1 Minimum Program Enhancement Percentage shall mean, with respect to any
date of determination thereafter, an amount equal to 9.5%.
"SERIES 1997-1 MONTHLY SERVICING FEE" means, on any Distribution Date,
1/12th of 0.50 % of the Series 1997-1 Invested Amount as of the preceding
Distribution Date (or the Series 0000-0 Xxxxxxxx Date, in the case of the
initial Distribution Date).
"SERIES 1997-1 MONTHLY SUPPLEMENTAL SERVICING FEE" means, on any
Distribution Date, the product of (a) the Supplemental Servicing Fee accrued on
such date and (b) a fraction, the numerator of which shall be the Series 1997-1
Invested Amount on such Distribution Date and the denominator of which shall be
the sum of (i) the aggregate of the invested amounts for all outstanding Series
of Notes (including non-Segregated Series) on such Distribution Date PLUS (ii)
the Retained Interest (including available subordinated amounts, if any, for all
Series).
"SERIES 1997-1 NOTEHOLDER" means any of the Persons in whose name a
Series 1997-1 Note is registered in the Note Register.
"SERIES 1997-1 NOTE INTEREST" means, with respect to any Distribution
Date, the sum of (i) the Daily Interest Amounts for each day in the related
Series 1997-1 Interest Period, plus (ii) all previously due and unpaid Series
1997-1 Note Interest with respect to prior Interest Periods (together with
interest on such unpaid amounts required to be paid in this CLAUSE (ii) at
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the Series 1997-1 Note Rate), PLUS (iii) any Series 1997-1 Carrying Charges due
to the Series 1997-1 Noteholders and unpaid as of such Distribution Date.
"SERIES 1997-1 NOTE PURCHASE AGREEMENT" means the Note Purchase
Agreement dated as of October 29, 1997 among NFLP, the Series 1997-1 Noteholder,
the Master Servicer and the Series 1997-1 Collateral Agent, pursuant to which
the Series 1997-1 Noteholder agrees to purchase the Series 1997-1 Notes from
NFLP, subject to the terms and conditions set forth therein, or any successor
agreement to such effect among NFLP and the Series 1997-1 Noteholder or its
successor, as amended, supplemented or otherwise modified from time to time.
"SERIES 1997-1 NOTE RATE" means, for any Series 1997-1 Interest Period,
the weighted average of the CP Rates for the portion of the Principal Balance of
the Series 1997-1 Notes comprised of that portion of the CP Tranche maturing
during such Series 1997-1 Interest Period and the weighted average of the
Eurodollar Rate applicable to the portion of the Principal Balance of the Series
1997-1 Notes comprised of the Eurodollar Tranche and the weighted average of the
Base Rates applicable to the portion of the Principal Balance of the Series
1997-1 Notes comprised of the Base Rate Tranche; PROVIDED, HOWEVER, that the
Series 1997-1 Note Rate will in no event be higher than the maximum rate
permitted by applicable law.
"SERIES 1997-1 NOTES" means any one of the Variable Funding Rental Car
Asset Backed Notes executed by NFLP and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of EXHIBIT A. Definitive Series
1997-1 Notes shall have such insertions and deletions as are necessary to give
effect to the provisions of Section 2.18 of the Base Indenture.
"SERIES 1997-1 PROFITS" means, for any Related Month, the product of
(a) the sum of the Series 1997-1 Invested Percentage and the Series 1997-1
Available Subordinated Amount Percentage multiplied by (b) Profits for such
Related Month.
"SERIES 1997-1 RAPID AMORTIZATION PERIOD" means the period beginning on
the close of business on the Business Day immediately preceding the day on which
an Amortization Event is deemed to have occurred with respect to the Series
1997-1 Notes and, in either case, ending upon the earliest to occur of (i) the
date on which the Series 1997-1 Notes are fully paid, together with all other
amounts payable under the Series 1997-1 Supplement and the Series 1997-1 Note
Purchase Agreement, (ii) the Series 1997-1 Termination Date and (iii) the
termination of the Indenture.
"SERIES 1997-1 RECOVERIES" means, with respect to any Distribution
Date, an amount equal to the product of (a) the sum of (i) the Series 1997-1
Invested Percentage and (ii) the Series 1997-1 Available Subordinated Amount
Percentage, multiplied by (b) the aggregate amount of Recoveries with respect to
the Related Month.
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"SERIES 0000-0 XXXXXXXXXX AMOUNT" has the meaning specified in ARTICLE
8 of this Supplement.
"SERIES 1997-1 REQUIRED LETTER OF CREDIT AMOUNT" means the Series
1997-1 Minimum Enhancement Amount less the Series 1997-1 Available Subordinated
Amount, but in no event less than the Liquidity Amount.
"SERIES 1997-1 REQUIRED NOTEHOLDERS" means, on any date of
determination, with respect to the Series 1997-1 Notes, the Required Liquidity
Providers on such date under the Series 1997-1 Liquidity Agreement.
"SERIES 1997-1 REQUIRED SUBORDINATED AMOUNT" means at any time the
Series 1997-1 Minimum Enhancement Amount minus the Series 1997-1 Letter of
Credit Amount.
"SERIES 1997-1 REVOLVING PERIOD" means the period from and including
the Series 1997-1 Closing Date to the commencement of the Series 1997-1 Rapid
Amortization Period.
"SERIES 1997-1 SECURED PARTIES" has the meaning specified in SECTION
3.1(d) of this Supplement.
"SERIES 1997-1 SEPARATE COLLATERAL" has the meaning specified in
SECTION 3.1(d) of this Supplement.
"SERIES 1997-1 SUPPLEMENT" means this Supplement to the Base Indenture
of even date herewith among NFLP, the Trustee and the Enhancement Agent with
respect to which this Definitions List attached as Annex A thereto and a part
thereof, as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof, providing for
the issuance of the Series of Series 1997 Variable Funding notes referred to as
the "Series 1997-1 Notes".
"SERIES 1997-1 SUPPORT LETTER OF CREDIT" means any irrevocable letter
of credit substantially in the form of Exhibit A of the Series 1997-1 Support
Reimbursement Agreement issued by a Series 1997-1 Support Letter of Credit
Provider pursuant to Section 2.1(a) of the Series 1997-1 Support Reimbursement
Agreement.
"SERIES 1997-1 SUPPORT LETTER OF CREDIT PROVIDER'S OFFICE", with
respect to any Series 1997-1 Support Letter of Credit Provider, has the meaning
specified in its Series 1997-1 Support Letter.
"SERIES 1997-1 SUPPORT LETTER OF CREDIT PROVIDERS" means the parties
identified as such in the Series 1997-1 Support Reimbursement Agreement, in
their capacities as providers of the Series 1997-1 Support Letters of Credit
issued or entered into in connection with the Series
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1997-1 Support Reimbursement Agreement, and any permitted successors or assigns
thereof under the Series 1997-1 Support Reimbursement Agreement.
"SERIES 1997-1 SUPPORT REIMBURSEMENT AGREEMENT" means the Series 1997-1
Support Reimbursement Agreement, dated as of even date herewith, among RFC, the
Series 1997-1 Support Letter of Credit Providers, the Lessees, those additional
Subsidiaries of Republic from time to time becoming Lessees thereunder, Republic
in its capacity as the Guarantor thereunder, and NFLP, as such agreement may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms thereof.
"SERIES 1997-1 TERMINATION DATE" means October 29, 2004.
"SERIES 1997-2 MAXIMUM INVESTED AMOUNT" has the meaning specified in
the Series 1997-2 Supplement.
"SERIES 1997-2 NOTEHOLDERS" has the meaning specified in the Series
1997-2 Supplement.
"SERIES 1997-2 NOTES" means the Series of Series 1997 Variable Funding
Notes issued pursuant to the Series 1997-2 Supplement.
"SERIES 1997-2 SUPPLEMENT" means the Supplement to the Base Indenture
of even date herewith among NFLP, the Trustee and the Enhancement Agent, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, providing for the issuance of the Series of Series 1997
Variable Funding Notes referred to as the "Series 1997-2 Notes".
"SERIES 1997-3 MAXIMUM INVESTED AMOUNT" has the meaning specified in
the Series 1997-2 Supplement.
"SERIES 1997-3 NOTEHOLDERS" has the meaning specified in the Series
1997-3 Supplement.
"SERIES 1997-3 NOTES" means the Series of Series 1997 Variable Funding
Notes issued pursuant to the Series 1997-3 Supplement
"SERIES 1997-3 SUPPLEMENT" means the Supplement to the Base Indenture
of even date herewith among NFLP, the Trustee and the Enhancement Agent, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, providing for the issuance of the Series of Series 1997
Variable Funding Notes referred to as the "Series 1997-3 Notes".
"SERIES 1997-4 MAXIMUM INVESTED AMOUNT" has the meaning specified in
the Series 1997-4 Supplement.
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"SERIES 1997-4 NOTEHOLDERS" has the meaning specified in the Series
1997-4 Supplement.
"SERIES 1997-4 NOTES" means the Series of Series 1997 Variable Funding
Notes issued pursuant to the Series 1997-4 Supplement.
"SERIES 1997-4 SUPPLEMENT" means the Supplement to the Base Indenture
of even date herewith among NFLP, the Trustee and the Enhancement Agent, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, providing for the issuance of the Series of Series 1997
Variable Funding Notes referred to as the "Series 1997-4 Notes".
"SERVICER" means, with respect to the Series 1997 Variable Funding
Notes, each of National, Alamo, Value, Spirit and each Additional Lessee, in its
respective capacity as a Servicer under the Series 1997 Lease.
"SHARED COLLATERAL SERIES" means the Notes issued and comprising a
Shared Collateral Series.
"SHARED COLLATERAL SERIES NOTES" means any Series of Notes issued
pursuant to a Supplement which provides that the NFLP Obligations with respect
to such Series are secured by the Series 1997 Lease, the Vehicles leased
thereunder and any other Series 1997 VFN Collateral or a portion thereof.
"SHARED SERIES 1997 VFN COLLECTIONS" has the meaning specified in
SECTION 5.2(a)(x)(iv) of the Series 1997-1 Supplement.
"SPIRIT" means Spirit Rent-A-Car, Inc., an Ohio corporation and its
successors and assigns.
"SPIRIT PAYOFF LETTER" means a letter dated on or before the initial
Vehicle Funding Date with respect to Spirit under the Series 1997 Lease,
specifying the amount required to pay in full all indebtedness of Spirit secured
by any of the Refinanced Vehicles to be refinanced under the Series 1997 Lease
on such initial Vehicle Funding Date with respect to which Spirit is the Lessee.
"SUBORDINATED DEBT" has the meaning specified in Section 28.5 of the
Series 1997 Lease.
"SUBORDINATED NOTE" means the note from National to NFLP evidencing
indebtedness owed to NFLP in respect of loans made by NFLP to National out of
Profits.
"SUPPLEMENTAL DOCUMENTS" has the meaning specified in Section 2.1(c) of
the Series 1997 Lease.
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"SUPPLEMENTAL SERVICING FEE" has the meaning specified in Section 26.1
of the Series 1997 Lease.
"SUPPORT CREDIT DEMAND" has the meaning specified in the Series 1997-1
Support Letter of Credit or paragraph 1(a) of the GM Series 1997-1 Support
Agreement, as applicable.
"SUPPORT CREDIT DISBURSEMENT" means a disbursement by any Series 1997-1
Support Letter of Credit Provider or the GM Series 1997-1 Support Provider, as
applicable, to the Series 1997-1 Letter of Credit Provider pursuant to a Support
Credit Demand.
"SUPPORT DISBURSEMENTS" means, collectively, the Support Credit
Disbursements, the Support Liquidity Disbursements, the Support Reduction
Disbursements and the Support Termination Disbursements.
"SUPPORT EVENT OF DEFAULT" means an Event of Default as defined in
Section 2.17 of the Series 1997-1 Support Reimbursement Agreement.
"SUPPORT EXPIRATION DATE" has the meaning set forth in Section 2.1(a)
of the Series 1997- 1 Support Reimbursement Agreement or Section 2.1(a) of the
GM Series 1997-1 Support Reimbursement Agreement, as applicable.
"SUPPORT LETTER OF CREDIT" means a Series 1997-1 Support Letter of
Credit or any of the other irrevocable letters of credit or other agreements
issued by or entered into by any of the Support Letter of Credit Providers
pursuant to the related Support Reimbursement Agreement by which such Support
Letter of Credit Provider agrees to reimburse the related Letter of Credit
Provider for amounts drawn on the related Letter of Credit, as the same may be
amended, supplemented, restated or otherwise modified or substituted or replaced
from time to time in accordance with the terms thereof.
"SUPPORT LETTER OF CREDIT COMMITMENT" has the meaning specified in
Section 2.1(a) of the Series 1997-1 Support Reimbursement Agreement.
"SUPPORT LETTER OF CREDIT PROVIDER" means a Series 1997-1 Support
Letter of Credit Provider or any of the other Persons that issues or enters into
an irrevocable letter of credit or other agreement pursuant to which such Person
agrees to reimburse the related Letter of Credit Provider for amounts drawn on
such Letter of Credit Provider's Letter of Credit.
"SUPPORT LIQUIDITY DEMAND" has the meaning specified in the related
Series 1997-1 Support Letter of Credit or paragraph 1(b) of the GM Series 1997-1
Support Agreement, as applicable.
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"SUPPORT LIQUIDITY DISBURSEMENT" means a disbursement by any Series
1997-1 Support Letter of Credit Provider or the GM Series 1997-1 Support
Provider, as applicable, to the Series 1997-1 Letter of Credit Provider pursuant
to a Support Liquidity Demand.
"SUPPORT POTENTIAL EVENT OF DEFAULT" means a Potential Event of Default
as defined in Section 2.17 of the Series 1997-1 Support Reimbursement Agreement.
"SUPPORT REDUCTION DEMAND" has the meaning specified in paragraph 1(d)
of the GM Series 1997-1 Support Reimbursement Agreement.
"SUPPORT REDUCTION DISBURSEMENT" means a disbursement by the GM Series
1997-1 Support Provider for deposit to the Series 1997-1 Cash Collateral Account
pursuant to a Support Reduction Demand.
"SUPPORT REIMBURSEMENT AGREEMENT" means any of the Series 1997-1
Support Reimbursement Agreements or any of the other agreements pursuant to
which RFC, the Lessees and Republic agree subject to the terms and conditions
set forth therein to reimburse the related Support Letter of Credit Providers
for draws under their respective Support Letters of Credit, as the same may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms thereof.
"SUPPORT TERMINATION DEMAND" has the meaning specified in the related
Series 1997-1 Support Letter of Credit of Credit or paragraph 1(c) of the GM
Series 1997-1 Support Agreement, as applicable.
"SUPPORT TERMINATION DEMAND FOR NONEXTENSION" has the meaning specified
in the related Series 1997-1 Support Letter of Credit.
"SUPPORT TERMINATION DISBURSEMENT" means a disbursement by any Series
1997-1 Support Letter of Credit Provider or the GM Series 1997-1 Support
Provider pursuant to a Support Termination Demand or by any Series 1997-1
Support Letter of Credit Provider pursuant to a Support Termination Demand for
Nonextension, as the case may be.
"SYNTHETIC LEASE" means the Base Lease as supplemented by Annex C to
the Series 1997 Lease.
"SYNTHETIC LEASE VEHICLE" means an Eligible Vehicle that is acquired or
owned by a Lessee and financed or refinanced by NFLP under the Annex C to the
Series 1997 Lease on or after the Series 1997 Lease Commencement Date.
"TERM" has the meaning specified in Section 3.1 of the Series 1997
Lease.
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"TERMINATION PAYMENTS" has the meaning specified in Section 12.3 of the
Series 1997 Lease.
"TERMINATION VALUE" means, with respect to any Vehicle, as of any date,
an amount equal to (i) the Capitalized Cost of such Vehicle minus (ii) all
Depreciation Charges accrued with respect to such Vehicle prior to such date.
"UNPAID DEMAND" has the meaning specified in SECTION 5.10(d)
"VALUE" means Value Rent-A-Car, Inc., a Florida corporation, and its
successors and assigns.
"VALUE PAYOFF LETTER" means a letter dated on or before the initial
Funding Date with respect to Value under the Series 1997 Lease, specifying the
amount required to pay in full all indebtedness of Value secured by any of the
Refinanced Vehicles to be refinanced under the Series 1997 Lease on such initial
Vehicle Funding Date with respect to which Value is the Lessee.
"VEHICLE FUNDING DATE" has the meaning specified in Section 3.1 of the
Series 1997 Lease.
"VEHICLE LEASE COMMENCEMENT DATE" has the meaning specified in Section
3.1 of the Series 1997 Lease.
"VEHICLE LEASE EXPIRATION DATE" with respect to each Series 1997
Vehicle, means the earliest of (i) the Disposition Date for such Vehicle, (ii)
if such Vehicle becomes a Casualty, the date funds in the amount of the Net Book
Value thereof are received by the Lessor, the Master Collateral Agent or the
Trustee (including deposit into the Series 1997-1 Collection Account or the
Master Collateral Account) from the Lessee in accordance with the Series 1997
Lease, (iii) with respect to the Synthetic Lease Vehicles only, if the Lessee
thereof purchases the Synthetic Lease Vehicle pursuant to Section 6 of Annex C
to the Series 1997 Lease, the date on which the Vehicle Purchase Price is
received by the Trustee, and (iv) the last day of the maximum Vehicle Lease term
of the Operating Lease, the Financing Lease and the Synthetic Lease, as
applicable, as specified in, respectively, PARAGRAPH 5 of each of Annex A, Annex
B and Annex C to the Series 1997 Lease.
"VEHICLE ORDER" has the meaning specified in Section 2.1(c) of the
Series 1997 Lease.
"VEHICLE PURCHASE PRICE" means, on any date of determination and for
any Acquired Vehicle, an amount equal to the greater of (a) the sum of the
applicable Net Book Value of the Vehicle and all unpaid Depreciation Charges
accruing with respect thereto through the last day of the Related Month to the
date of purchase by any of the Lessees, and (b) the fair market value of
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such Vehicle based on (1) (x) an independent third-party data source approved by
each Rating Agency that rated any Series of Notes at the request of the Lessor
and (y) the average equipment and average mileage of each Acquired Vehicle of
such model class and model year, or (2) such other methodology approved by each
such Rating Agency.
"VEHICLE TERM" has the meaning specified in Section 3.1 of the Series
1997 Lease.
"VEHICLE TURN-IN CONDITION" has the meaning specified in Section 12.1
of the Series 1997 Lease.
"VFN CLOSING DATE" means October 29, 1997.
"VFN COLLECTION ACCOUNTS" means, collectively, the Series 1997-1
Collection Account, the Series 1997-1 Collection Account, the Series 1997-3
Collection Account, the Series 1997-4 Collection Account and any other
series-specific collection account related to a Shared Collateral Series.
"VFN COLLECTIONS" means (a) all payments made under the Series 1997
Lease, (b) all Disposition Proceeds, Repurchase Prices and Guaranteed Payments
on Series 1997 Vehicles, (c) any insurance proceeds or other payments with
respect to the Series 1997 Vehicles and (d) all amounts earned on Permitted
Investments allocable to VFN Collections arising out of funds on deposit in the
Series 1997 Collection Account allocable to the Series 1997 Variable Funding
Notes; PROVIDED that, in the case of amounts in CLAUSES (b) and (c), such
amounts shall be allocated to the Series 1997 Vehicles in accordance with the
terms hereof and the Servicer's normal practices and procedures for determining
and allocating vehicle proceeds.
"VFN L/C PERCENTAGE" means, with respect to the Series 1997 Variable
Funding Notes on any day, the percentage equivalent of a fraction, (a) the
numerator of which is the sum of the aggregate amount available to be drawn on
such date under the letters of credit providing credit enhancement for the
Series 1997 Lease and (b) the denominator of which is the Aggregate VFN Invested
Amount on such date.
"VFN RETAINED INTEREST AMOUNT" means, on any date of determination, the
amount, if any, by which the Series 0000 Xxxxxxxxx Asset Amount at the end of
the day immediately prior to such date of determination exceeds the sum of (a)
Aggregate VFN Invested Amount PLUS (b) the Series 0000 Xxxxxxxxx Available
Subordinated Amount on such day.
"VFN RETAINED INTEREST PERCENTAGE" means, on any date of determination,
when used with respect to Principal Collections, Recoveries and Losses, an
amount equal to one hundred percent (100%) MINUS the sum of (a) the invested
percentages for all outstanding Series 1997 Variable Funding Notes and (b) the
available subordinated amount percentages for all Series 1997 Variable Funding
Notes that provide for credit enhancement in the form of
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overcollateralization, in each case as such percentages are calculated on such
date with respect to Principal Collections, Recoveries or Losses, as applicable.
"VFR" with respect to the Series 1997 Lease, means, for any period, an
interest rate equal to the quotient (expressed as a percentage) of (i) the
amount of interest accrued during such period with respect to all Series of
Series 1997 Variable Funding Notes, DIVIDED BY (ii) the average daily aggregate
invested amounts of all Series of Series 1997 Variable Funding Notes during such
period.
"VIN" has the meaning specified in Section 18(a) of the Series 1997
Lease.
"VOLUNTARY DECREASE" has the meaning specified in SECTION 4.3(b).
"WEIGHTED AVERAGE ENHANCEMENT PERCENTAGE" means, with respect to the
Series 1997-1 Notes on any day, the percentage equivalent of a fraction, (a) the
numerator of which is the sum of (i) the Series 1997-1 Minimum Non-Program
Enhancement Amount and (ii) the Series 1997-1 Minimum Program Enhancement Amount
and (b) the denominator of which is the Series 1997-1 Invested Amount on such
date.
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