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Name | Role | Country |
---|---|---|
Intertrust Management B.V. | Issuer Director / Foundation Director | The Netherlands |
Amsterdamsch Trustee's Kantoor B.V. | Trustee Director / Data Protection Trustee | The Netherlands |
Name | Role | Country |
---|---|---|
VCL Master Netherlands B.V. | Issuer / Purchaser / Call Option Provider | The Netherlands |
Stichting VCL Master Netherlands | Foundation | The Netherlands |
Volkswagen Pon Financial Services B.V. | Seller / Servicer / Maintenance Coordinator / Call Option Buyer / Issuer Facility Borrower / Reserve Funding Provider / Subordinated Lender | The Netherlands |
ING Bank N.V. | Arranger and Lead Manager | The Netherlands |
DZ BANK AG Deutsche Zentral-Genossenschaftsbank | Swap Counterparty | Germany |
U.S. Bank Europe DAC | Account Bank / Registrar / Principal Paying Agent / Interest Determination Agent / Calculation Agent | Ireland |
Stichting Security Trustee VCL Master Netherlands | Security Trustee | The Netherlands |
US Bank Global Corporate Trust Limited | Cash Administrator | England and Wales |
Intertrust Management B.V. | Issuer Director / Foundation Director | The Netherlands |
Amsterdamsch Trustee's Kantoor B.V. | Trustee Director / Data Protection Trustee | The Netherlands |
Attribute | Class A Notes | Class B Notes |
---|---|---|
Initial Principal Amount | Up to EUR 1,500,000,000 | Up to EUR 1,500,000,000 |
Nominal Amount per Note | EUR 100,000 | EUR 100,000 |
Number of Notes | Up to 15,000 | Up to 15,000 |
Issue Form | Registered global note form | Registered global note form |
Registrar | U.S. Bank Europe DAC | U.S. Bank Europe DAC |
Safekeeping | Clearstream Luxembourg, Euroclear | Clearstream Luxembourg, Euroclear |
Ranking | Senior to Class B Notes | Junior to Class A Notes |
Expected Maturity: October 2028 to February 2029
Class B Notes:
The amortization is designed to maintain a constant level of overcollateralization as a percentage of the Aggregate Discounted Receivables Balance, subject to increases if a Credit Enhancement Increase Condition is in effect.
Event | Date/Timeline |
---|---|
Payment Date | 25th day of each calendar month or next Business Day if the 25th is not a Business Day, unless it falls in the next calendar month, then it will be the first preceding Business Day |
Servicer Report Performance Date | 5th Business Day prior to each Payment Date |
Cash Collateral Account Funding | On each Payment Date that is also an Issue Date |
Account Bank Rating Requirement | Corrective actions within 60 calendar days if ratings are lost |
Priority | Payment Description |
---|---|
First | Payment of taxes and Issuer Profit Amount |
Second | Senior Maintenance Coordinator Fee |
Third | Fees to Directors, Servicer, Replacement Maintenance Coordinator, Rating Agencies, Process Agents, Account Bank, Agents, Data Protection Trustee, listing costs, auditors, legal counsel, administration costs, and other third-party services |
Fourth | Payments to Swap Counterparties for Net Swap Payments or Swap Termination Payments |
Fifth | Interest on Class A Notes and Interest Shortfalls |
Sixth | Interest on Class B Notes and Interest Shortfalls |
Seventh | Cash Collateral Account funding |
Eighth | Amortisation Amounts for Class A Notes and Accumulation Amount for Non-Amortising Series |
Ninth | Amortisation Amounts for Class B Notes and Accumulation Amount for Non-Amortising Series |
Tenth | Other payments to Swap Counterparties |
Eleventh | Interest on Subordinated Loan and Interest Shortfalls |
Twelfth | Principal reduction of Subordinated Loan |
Thirteenth | Remaining excess to Seller as a final success fee |
Priority | Payment Description |
---|---|
First | Payment of taxes and Issuer Profit Amount |
Second | Senior Maintenance Coordinator Fee |
Third | Fees to Directors, Servicer, Replacement Maintenance Coordinator, Rating Agencies, Process Agents, Account Bank, Agents, Data Protection Trustee, listing costs, auditors, legal counsel, administration costs, and other third-party services |
Fourth | Payments to Swap Counterparties for Net Swap Payments or Swap Termination Payments |
Fifth | Interest on Class A Notes and Interest Shortfalls |
Sixth | Principal redemption of Class A Notes |
Seventh | Interest on Class B Notes and Interest Shortfalls |
Eighth | Principal redemption of Class B Notes |
Ninth | Other payments to Swap Counterparties |
Tenth | Interest on Subordinated Loan and Interest Shortfalls |
Eleventh | Principal redemption of Subordinated Loan |
Twelfth | Remaining excess to Seller as a final success fee |
Priority | Payment Description |
---|---|
First | Payment of taxes and Issuer Profit Amount |
Second | Senior Maintenance Coordinator Fee |
Third | Fees to Directors, Servicer, Replacement Maintenance Coordinator, Rating Agencies, Process Agents, Account Bank, Agents, Data Protection Trustee, listing costs, auditors, legal counsel, administration costs, and other third-party services |
Fourth | Payments to Swap Counterparties for Net Swap Payments or Swap Termination Payments |
Fifth | Interest on Class A Notes and Interest Shortfalls |
Sixth | Interest on Class B Notes and Interest Shortfalls |
Seventh | Cash Collateral Account funding |
Eighth | Amortisation Amounts for Class A Notes and Accumulation Amount for Non-Amortising Series |
Ninth | Amortisation Amounts for Class B Notes and Accumulation Amount for Non-Amortising Series |
Tenth | Other payments to Swap Counterparties |
Eleventh | Interest on Subordinated Loan and Interest Shortfalls |
Twelfth | Principal reduction of Subordinated Loan |
Thirteenth | Remaining excess to Seller as a final success fee |
Priority | Payment Description |
---|---|
First | Payment of taxes and Issuer Profit Amount |
Second | Senior Maintenance Coordinator Fee |
Third | Fees to Directors, Servicer, Replacement Maintenance Coordinator, Rating Agencies, Process Agents, Account Bank, Agents, Data Protection Trustee, listing costs, auditors, legal counsel, administration costs, and other third-party services |
Fourth | Payments to Swap Counterparties for Net Swap Payments or Swap Termination Payments |
Fifth | Interest on Class A Notes and Interest Shortfalls |
Sixth | Interest on Class B Notes and Interest Shortfalls |
Seventh | Cash Collateral Account funding |
Eighth | Amortisation Amounts for Class A Notes and Accumulation Amount for Non-Amortising Series |
Ninth | Amortisation Amounts for Class B Notes and Accumulation Amount for Non-Amortising Series |
Tenth | Other payments to Swap Counterparties |
Eleventh | Interest on Subordinated Loan and Interest Shortfalls |
Twelfth | Principal reduction of Subordinated Loan |
Thirteenth | Remaining excess to Seller as a final success fee |
Priority | Payment Description |
---|---|
First | Payment of taxes and Issuer Profit Amount |
Second | Senior Maintenance Coordinator Fee |
Third | Fees to Directors, Servicer, Replacement Maintenance Coordinator, Rating Agencies, Process Agents, Account Bank, Agents, Data Protection Trustee, listing costs, auditors, legal counsel, administration costs, and other third-party services |
Fourth | Payments to Swap Counterparties for Net Swap Payments or Swap Termination Payments |
Fifth | Interest on Class A Notes and Interest Shortfalls |
Sixth | Principal redemption of Class A Notes |
Seventh | Interest on Class B Notes and Interest Shortfalls |
Eighth | Principal redemption of Class B Notes |
Ninth | Other payments to Swap Counterparties |
Tenth | Interest on Subordinated Loan and Interest Shortfalls |
Eleventh | Principal redemption of Subordinated Loan |
Twelfth | Remaining excess to Seller as a final success fee |
Impact: Deducted from Available Distribution Amount, affecting cash flow available for other obligations, ensuring critical obligations are met first, potentially delaying payments to subordinated creditors.
Type | Details |
---|---|
Subordination | Class B Notes are subordinated to Class A Notes. Payments to Class B are made only after Class A obligations are fulfilled. |
Overcollateralization | Amortisation Amounts maintain a constant percentage of overcollateralization relative to the Aggregate Discounted Receivables Balance. |
Reserve Accounts | Cash Collateral Account is funded to maintain a Specified General Cash Collateral Account Balance, covering shortfalls in payments according to the Order of Priority. |
Jurisdiction | Tax Implication |
---|---|
Netherlands | Withholding tax on interest payments under Dutch Withholding Tax Act 2021. |
CRS and DAC II | Reporting financial account information to Dutch tax authorities. |
U.S. FATCA | Withholding of 30% U.S. tax on certain payments if compliance is not met. |
Aspect | Details |
---|---|
Expected Trading Volumes | Not specified, but implied to be low due to market conditions. |
Bid-Ask Spreads | Not specified, but implied to be wide reflecting challenging market conditions. |
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