Globaldrive Auto Receivables 2014-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam)

Transcription

1 Before you purchase any notes, be sure you understand the structure and the risks. You should consider carefully the risk factors beginning on page 12 of this prospectus. The notes will be obligations of the issuer only and will not be obligations of or interests in FCE Bank plc or any of its affiliates. 516,300, Globaldrive Auto Receivables 2014-A B.V. (incorporated under the laws of The Netherlands with its corporate seat in Amsterdam) The issuer will issue: FCE Bank plc Seller and Servicer Principal Amount Issue Price Interest Rate Final Legal Maturity Date Class A notes ,000, % 1 month EURIBOR+ 0.35% 20 April 2022 Class B notes... 16,300, % 1.305% 20 April 2022 Class C notes... 27,199, % 5.00% 20 April 2022 Total ,499, The notes will be backed by a pool of new, ex-demonstration and used car and light commercial vehicle loan receivables originated in Germany by FCE Bank plc, through its German branch. The issuer will pay interest and principal on the notes on the 20th day of each month (or, if not a business day, the next business day). The first payment date will be 20 June The issuer will pay each class of notes in full on its final legal maturity date (or if not a business day, the next business day) if not paid in full prior to such date. The issuer will pay principal sequentially to each class of notes in order of seniority until each class is paid in full. The Class A notes and Class B notes are being offered by this prospectus outside the United States to non U.S. persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended in reliance on Regulation S. The Class A notes and the Class B notes are referred to as the "listed notes". The Class C notes are not offered. The credit enhancement for the notes will be a reserve account, subordination and excess spread. The issuer will enter into an interest rate swap to hedge the interest rate risk on the Class A notes. This prospectus has been approved by the Central Bank of Ireland or the "Central Bank" as competent authority under Directive 2003/71/EC, as amended by Directive 2010/73/EU, together the "Prospectus Directive". The Central Bank only approves this prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange plc for the listed notes to be admitted to the official list and trading on its regulated market. Such approval relates only to the listed notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of the Markets in Financial Instruments Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area or "EEA". This document constitutes a prospectus for the purposes of the Prospectus Directive. The listed notes will be issued in registered form and in the denominations of 100,000 and integral multiples of 1,000 in excess of 100,000, up to and including 199,000. Interests in each of the Class A notes and Class B notes will be represented by an unrestricted global registered note each, a "global note", without interest coupons attached. The global note representing the Class A notes will be deposited on the closing date with Euroclear Bank S.A./N.V., or "Euroclear" which will act as the common safekeeper for the Class A notes for Clearstream Banking société anonyme, Luxembourg, or "Clearstream, Luxembourg" and Euroclear. The global note representing the Class B notes will be deposited on or around the closing date with Deutsche Bank AG, London Branch as common depositary for Clearstream, Luxembourg and Euroclear. Except in certain limited circumstances, the global notes will not be exchangeable for unrestricted registered definitive notes, or "definitive notes", and no definitive notes will be issued with a denomination above 199,000. Each of the Class A global notes will be issued under the NSS. The Class A notes are intended to be held in a manner which will allow Eurosystem eligibility, as described in this prospectus. Bank of America Merrill Lynch Joint Arrangers and Joint Lead Managers for the Class A notes and the Class B notes Barclays HSBC Lloyds The date of this prospectus is 22 May 2014

2 IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE "SECURITIES ACT" OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE NOTES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS AND UNDER CIRCUMSTANCES DESIGNED TO PRECLUDE THE ISSUER FROM HAVING TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE "INVESTMENT COMPANY ACT". THE NOTES WILL ONLY BE OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON U.S. PERSONS PURSUANT TO THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. THERE IS NO UNDERTAKING TO REGISTER THE NOTES UNDER STATE OR FEDERAL SECURITIES LAW IN THE UNITED STATES. THE NOTES CANNOT BE SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. This prospectus provides information about Globaldrive Auto Receivables 2014-A B.V. and the terms of the notes to be issued by the issuer. You should rely only on information provided or referenced in this prospectus. This prospectus begins with a transaction overview setting out: Transaction Structure Diagram illustrates the structure of this securitisation transaction, including the credit enhancement available to the notes, Sources of Funds Diagram illustrates the interest and principal collections available to the issuer of this securitisation transaction, Priority of Payments Diagram describes the priority of payments for this securitisation transaction, Transaction Parties and Documents Diagram illustrates the role that each transaction party and each transaction document plays in this securitisation transaction, and Overview of the notes describes the main terms of the notes, the assets of the issuer, the cash flows in this securitisation transaction and the credit enhancement available to the notes. The risk factors section describes the most significant risks of investing in the notes. The other sections of this prospectus contain more detailed descriptions of the notes and the structure of this securitisation transaction. Cross-references refer you to more detailed descriptions of a particular topic or related information elsewhere in this prospectus. The table of contents on page (vi) contains references to key topics. An index of defined terms is at the end of this prospectus. For the purposes of this prospectus, "Bank of America Merrill Lynch" means "Merrill Lynch International". This prospectus has been prepared by the issuer and may not be copied or used for any purpose other than for your evaluation of an investment in the notes. ii

3 The delivery of this prospectus at any time does not imply that the information in this prospectus is correct as at any time subsequent to its date. The issuer accepts responsibility for the information contained in this prospectus. To the best of the knowledge and belief of the issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. FCE Bank plc or "FCE" accepts responsibility for the information contained in the sections entitled "Seller and Servicer" and "Receivables". To the best of the knowledge and belief of FCE (which has taken all reasonable care to ensure that such is the case) the information contained in the sections entitled "Seller and Servicer" and "Receivables" is in accordance with the facts and contains no omission likely to affect the import of such information. Lloyds Bank plc accepts responsibility for the information with respect to itself contained in the section entitled "Swap Counterparty". To the best of the knowledge and belief of Lloyds Bank plc (which has taken all reasonable care to ensure that such is the case) the information with respect to itself contained in the section entitled "Swap Counterparty" is in accordance with the facts and contains no omission likely to affect the import of such information. Deutsche Bank AG, London Branch accepts responsibility for the information with respect to itself contained in the section entitled "Account Bank and Cash Manager". To the best of the knowledge and belief of Deutsche Bank AG, London Branch (which has taken all reasonable care to ensure that such is the case) the information with respect to itself contained in the section entitled "Account Bank and Cash Manager" is in accordance with the facts and contains no omission likely to affect the import of such information. The notes are obligations solely of the issuer and are not obligations of, are not guaranteed by and are not the responsibility of any other entity. In particular, the notes are not the obligations of, are not guaranteed by and are not the responsibility of any of FCE, the joint arrangers, the joint lead managers, the swap counterparty, the cash manager, the account bank, the paying agents, the security trustee, the collateral agent or the trustee. The information contained in this prospectus with respect to FCE, the swap counterparty, the cash manager and the account bank relates to and has been obtained from each of them, respectively. The delivery of this prospectus will not create any implication that there has been no change in the activity of FCE, the swap counterparty, the cash manager or the account bank since the date of this prospectus or that the information contained or referred to in it is correct as at any time subsequent to its date. The information provided by FCE, the swap counterparty, the cash manager and the account bank to the issuer has been accurately reproduced and, as far as the issuer is aware, and is able to ascertain from information provided, no facts have been omitted that would render the reproduced information inaccurate or misleading. The issuer has taken no steps to verify independently this information. No person has been authorised in connection with the issue, offering, subscription or sale of the notes to give any information or to make any representation not contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the issuer, the directors of the issuer or FCE. Purchasers of the notes should conduct such independent investigation and analysis regarding the issuer, FCE, the swap counterparty, the receivables and the notes as they deem appropriate to evaluate the merits and risks of an investment in the notes. FCE, the joint arrangers, the joint lead managers, the swap counterparty, the cash manager, the account bank, the paying agents, the security trustee, the collateral agent and the trustee make no representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this prospectus or in any further information, notice or other document which may at any time be supplied by the issuer in connection with the notes and accept no responsibility or liability therefore. None of FCE, the joint arrangers, the joint lead managers, the swap counterparty, the cash manager, the account bank, the paying agents, the security trustee, the iii

4 collateral agent or the trustee will review the financial position or activity of the issuer while the notes are outstanding nor will advise any investor or potential investor in the notes of any information coming to its attention. Nothing in this prospectus constitutes an offer of securities for sale or the solicitation of an offer to buy the securities of the Issuer in the United States or any other jurisdiction where it is unlawful to do so. The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or "Securities Act", or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons", as defined in Regulation S under the Securities Act, or "Regulation S", except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws and under circumstances designed to preclude the issuer from having to register under the U.S. Investment Company Act of 1940, as amended, or the "Investment Company Act". No action has been taken by the issuer, the joint arrangers or the joint lead managers, other than as set out in this prospectus that would permit a public offering of the notes, or possession or distribution of this prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no notes may be offered or sold, directly or indirectly, and neither this prospectus, nor any part of this prospectus, nor any information memorandum, offering circular, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the issuer, the joint arrangers and the joint lead managers have represented that all offers and sales by them have been made on such terms. Other than the approval of the Central Bank of this prospectus as a prospectus in accordance with the Prospectus Directive, no action has been or will be taken to permit a public offering of the notes or the distribution of this prospectus in any jurisdiction. This prospectus may only be used for the purposes for which it has been published. This prospectus does not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of any offer to buy any of the securities offered by this prospectus in any circumstances in which such offer, solicitation or sale is not permitted. The distribution of this prospectus and the offering and sale of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus comes are required by the issuer and the joint lead managers to inform themselves about and to observe any such restrictions. This prospectus does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is not permitted to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the notes and distribution of this prospectus you should read "Subscription and Sale". If you are in any doubt about the contents of this prospectus you should consult your advisers. An investment in the notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses that may result from such investment. It should be remembered that the price of securities and the income from them may decrease. In connection with the issue and distribution of the Class A notes and the Class B notes, Lloyds Bank plc (in such capacity, the "stabilising manager") or any person acting on behalf of the stabilising manager may over allot Class A notes and/or the Class B notes or effect transactions with a view to supporting the market price of the Class A notes and/or the Class B notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilising manager or any person acting on behalf of the stabilising manager will carry out stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Class A notes and the Class B notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the closing date of the Class A notes and the Class B notes and 60 days after the date of the allotment of the Class A notes and the Class B notes. Any stabilisation action or iv

5 over allotment must be conducted by the stabilising manager or any person acting on behalf of the stabilising manager in accordance with all applicable laws and rules. FORWARD-LOOKING STATEMENTS Any projections, expectations and estimates contained in this prospectus are not purely historical in nature but are forward-looking statements based upon information and certain assumptions FCE and the issuer consider reasonable, subject to uncertainties as to circumstances and events that have not as yet taken place and are subject to material variation. Neither FCE nor the issuer has any obligation to update or otherwise revise any forward-looking statements, including statements regarding changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus. v

6 TABLE OF CONTENTS Transaction Overview...1 Risk Factors...12 Receivables...31 Retail Auto Loan Receivables...31 Criteria for Selection of the Receivables...33 Composition of the Receivables...33 Loan-to-value...42 Seller and Servicer...43 General...43 Securitisation Experience...43 FCE Bank plc's German Retail Automotive Finance Business...43 Origination and Underwriting...44 Servicing and Collections...47 Retained Interest...51 Historical Performance Information...51 Static Pool Information Prior Securitised Pools...51 Vintage Originations...51 Total Portfolio...51 Account Bank and Cash Manager...55 Swap Counterparty...56 Issuer...57 Description of the Notes...59 Principal Transaction Documents...66 Receivables Sale Agreement...66 Servicing Agreement...68 Cash Management Agreement...71 Issuer's Bank Accounts...72 Security Deed of Charge / Collateral Agency Agreement...73 Data Custody Agreement...74 Swap Agreement...74 Credit Enhancement...77 Reserve Account...77 Subordination...78 Excess Spread...78 Maturity and Prepayment Considerations...79 General...79 Prepayments...79 Weighted Average Life of the Notes...80 Use of Proceeds...84 Servicing Reports...84 Some Important Legal Considerations...85 Restriction on Assignment...85 Termination of Loan Agreements...85 Recharacterisation of Fixed Security Interest...85 Risk of Claw Back...86 Validity of Contractual Priorities of Payments...86 Basel Capital Accord and Regulatory Capital Requirements...87 Rating Agencies...89 Banking Act Banking Reform Act Consumer protection...91 Taxation...93 Subscription and Sale Purchase of the Notes Selling Restrictions General Information Index of Defined Terms Annex A: Terms and Conditions of the Notes...A-1 Annex B: Static Pool Information Prior Securitised Pools...B-1 Annex C: Vintage Originations Information...C-1 vi

7 TRANSACTION OVERVIEW Transaction Structure Diagram The following diagram provides a simplified overview of the structure of this securitisation transaction and the credit enhancement available for the notes. You should read this prospectus in its entirety for a more detailed description of this securitisation transaction. FCE Bank plc (seller) 543,499, (1) of receivables Globaldrive Auto Receivables 2014-A B.V. (issuer) (5) (6) Notes Reserve Account (2) Excess Spread (3) Interest Rate Swap (4) 15,898, ,000, A notes Deferred 16,300, B notes Purchase 27,199, C notes Price (7) (1) (2) (3) (4) (5) (6) (7) The aggregate net present value of the receivables as at the cut-off date. For a more detailed description of the aggregate net present value of the receivables you should read "Receivables Composition of the Receivables". The reserve account will be funded on the closing date. No later than the payment date falling in October 2016, the seller will deposit an additional amount of 924, into the reserve account. Excess spread is available, as a component of available interest collections, to replenish the reserve account (if required), to absorb losses on the receivables and to make required principal payment on the notes. Each month on a net basis, the issuer will pay % and receive one-month EURIBOR on a notional amount equal to the principal amount outstanding of the Class A notes under the swap agreement. All available interest collections and swap counterparty receipts remaining after payment of the fees and expenses of the issuer (including the servicing fee) and any net payments under the swap agreement will be used first to pay interest on the Class A notes and thereafter to pay interest on the remaining notes, in accordance with the priority of payments. All available principal collections will be used first to pay principal on the Class A notes and thereafter to pay principal on the remaining notes, in accordance with the priority of payments. For a more detailed description of the priorities of payment, you should read "Overview of the notes Priority of Payments". All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes. The subordination varies depending on whether interest or principal is being paid and on whether or not an event of default that results in acceleration has occurred. For a more detailed description of subordination within the transaction you should read "Overview of the notes Priority of Payments" and "Overview of the notes Credit Enhancement Subordination". The seller will be entitled to receive the deferred purchase price on the receivables which represents the right to all funds not needed to pay fees and expenses of the issuer, to make payments under the swap agreement, to make required payments on the notes, to fund the reserve account or to make payments of reimbursed losses and principal deficiencies in accordance with the priorities of payment. 1

8 Sources of Funds Diagram The following diagram shows the sources of funds available to make payments on each payment date. Seller Servicer Swap Counterparty Collections: borrower payments insurance proceeds rebates of terminated payment protection insurance premiums vehicle sale proceeds recoveries Amounts paid to indemnify or repurchase receivables due to breach of representations and warranties Any amounts paid to indemnify or purchase receivables due to breach of servicing obligations Any net amounts received under the interest rate swap Split into available interest collections and available principal collections, including the reserve account draw, if any, to be paid in accordance with the relevant priority of payments For a more detailed description of available collections, you should read "Description of the Notes". 2

9 Priority of Payments Diagram The following diagram shows how payments from available collections are made on each payment date. This priority will apply unless the notes are accelerated after an event of default. Available interest collections Available principal collections Issuer's expenses (other than the servicing fee) up to a maximum amount of 250,000 per annum. Principal on the Class A notes until paid in full Principal on the Class B notes until paid in full Servicing fees Principal on the Class C notes until paid in full Net swap payments, including swap termination payments, except for subordinated swap termination payments Any remaining available principal collections to the seller as deferred purchase price Interest due on the Class A notes Interest due on the Class B notes Amount, if any, required to replenish the reserve account Payment of reimbursed losses and principal deficiencies Subordinated swap termination payments Issuer's expenses payable to the extent not paid above Interest due on the Class C notes Any remaining available interest collections to the seller as deferred purchase price For a more detailed description of the priority of payments prior to the acceleration of the notes after an event of default, you should read "Description of the Notes" and "Annex A: Terms and Conditions of the Notes". 3

10 Transaction Parties and Documents Diagram The following diagram shows the role of each transaction party and the obligations that are governed by each transaction document in this securitisation transaction. FCE Bank plc (seller) RECEIVABLES SALE AGREEMENT the seller sells receivables to the issuer in exchange for the initial purchase price and the deferred purchase price the seller makes representations to the issuer about the receivables and repurchases ineligible receivables RECEIVABLES SERVICING AGREEMENT AND CASH MANAGEMENT AGREEMENT FCE appointed servicer and receives the servicing fee the servicer provides information on the receivables and prepares monthly servicing reports the servicer will purchase any servicer impaired receivables Deutsche Bank AG, London Branch appointed cash manager and receives the cash management fee the cash manager will administer transaction funds, based on the information provided by the servicer ISSUER CORPORATE SERVICES AGREEMENT Deutsche International Trust Company N.V. appointed administrator of the issuer and will perform administrative duties of the issuer Globaldrive Auto Receivables 2014-A B.V. (issuer) INTEREST RATE SWAP AGREEMENT Lloyds Bank plc acts as swap counterparty to the issuer TRUST DEED, DEED OF CHARGE AND COLLATERAL AGENCY AGREEMENT the notes are constituted by the trust deed the trustee applies available amounts to pay expenses of the issuer and make payments on the notes in accordance with the priorities of payment the receivables and all other German law governed assets of the issuer are assigned or transferred to the collateral agent to secure the notes all English law governed assets of the issuer are charged or assigned to the security trustee to secure the notes Deutsche Trustee Company Limited appointed trustee, security trustee and collateral agent NOTE SUBSCRIPTION AGREEMENTS the issuer sells the Class A notes and the Class B notes to the joint lead managers the joint lead managers will purchase the Class A notes and the Class B notes and offer them to investors the Class C notes will be purchased by FCE BANK ACCOUNT OPERATION AGREEMENT Deutsche Bank AG, London Branch appointed account bank and provides account services for the distribution account, the reserve account and the counterparty downgrade collateral account DATA CUSTODY AGREEMENT Deutsche Bank Luxembourg S.A. appointed data agent for borrower information Joint Lead Managers for the Class A notes and Class B notes Investors 4

11 Overview of the notes This overview must be read as an introduction to this prospectus and any decision to invest in the notes should be based on a consideration of the prospectus as a whole. This overview describes the main terms of the offering of and payments on the notes, the assets of the issuer, the cash flows in this securitisation transaction and the credit enhancement available to each class of notes. It does not contain all of the information that you should consider in making your investment decision. To understand fully the terms of the notes and the transaction structure, you should read this entire prospectus, especially "Risk Factors" beginning on page 12. Transaction Overview The issuer will use the net proceeds from the sale of the notes to purchase from FCE Bank plc a pool of rights to amounts payable under German law governed retail auto loan agreements, or "receivables", that were originated in Germany by FCE through motor vehicle dealers. The issuer will issue the notes on the closing date. Transaction Parties Issuer Globaldrive Auto Receivables 2014-A B.V. Seller and Servicer FCE Bank plc, or "FCE" Trustee, Security Trustee and Collateral Agent Deutsche Trustee Company Limited Account Bank, Cash Manager, Principal Paying Agent and Calculation Agent Deutsche Bank AG, London Branch Registrar and Data Agent Deutsche Bank Luxembourg S.A. Swap Counterparty Lloyds Bank plc Issuer Corporate Service Provider Deutsche International Trust Company N.V. For more information about the transaction parties, you should read "Transaction Parties". Closing Date The issuer expects to issue the notes on 28 May 2014, the "closing date". Cut-off Date The issuer will be entitled to collections on the receivables applied after 30 April 2014, the "cut-off date". Notes The issuer will issue the following classes of notes: Principal Amount Interest Rate Class A notes 500,000, month EURIBOR % Class B notes 16,300, % Class C notes 27,199, % The Class A notes, the Class B notes and the Class C notes are referred to as the "notes". The Class A notes and the Class B notes offered by this prospectus will be subscribed for by Barclays Bank PLC, HSBC Bank plc, Lloyds Bank plc and Merrill Lynch International as joint lead managers, as more particularly described in the section entitled "Subscription and Sale". The Class C notes will be purchased by FCE. Payment Dates The issuer will pay interest and principal on the notes on "payment dates", which will be the 20th day of each month (or, if not a business day, the next business day). The first payment date will be 20 June The Class A notes will accrue interest on an "actual/360" basis from the preceding payment date (or from the closing date, for the first period) to the following payment date and the 5