Notification to Noteholders and Certificateholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Depositor, who promptly shall provide such notice to the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.
Notification to Noteholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee (or the Relevant Trustee if no Notes are Outstanding) will give prompt written notice thereof to the Owner Trustee, the Issuer, the Administrator, the Asset Representations Reviewer and to the Noteholders and the Certificateholders at their respective addresses of record.
Owner Trustee May Own Trust Certificates and Notes The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.
Depositor as Certificateholder The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.
Authentication of Trust Certificates On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.
Statements to Certificateholders and Noteholders (a) On each Determination Date the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies), for the Indenture Trustee to make available to each Noteholder of record, and, if NH Credit or an Affiliate is not the Servicer or the Depositor is not the sole Certificateholder, to the Indenture Trustee (if the Indenture Trustee is responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement) or the Trustee (if the Trustee is responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement), for the Indenture Trustee or Trustee, as applicable, to forward to each Certificateholder of record, a statement substantially in the form of Exhibit C, setting forth at least the following information as to each Class of the Notes and the Certificates to the extent applicable:
(i) the amount of such distribution allocable to principal of each Class of Notes;
(ii) the amount of the distribution allocable to interest on each Class of Notes;
(iii) the amount to be distributed to the Certificateholders;
(iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period;
(v) the aggregate Outstanding Amount and the Note Pool Factor for each Class of Notes as of such Payment Date, after giving effect to payments allocated to principal reported under clause (i) above;
(vi) [Reserved];
(vii) the amount of the Servicing Fee paid to the Servicer with respect to the preceding Collection Period;
(viii) the amount of the Administration Fee paid to the Administrator in respect of the preceding Collection Period;
(ix) the amount of the aggregate Realized Losses, if any, for such Collection Period;
(x) the aggregate Purchase Amounts for Receivables, if any, that were repurchased or purchased in such Collection Period;
(xi) the balance of the Spread Account on the related Payment Date, after giving effect to changes therein on such Payment Date;
(xii) [Reserved];
(xiii) [Reserved];
(xiv) [Reserved];
(xv) [Reserved];
(xvi) [Reserved];
(xvii) [Reserved];
(xviii) [Reserved];
(xix) [Reserved];
(xx) the Specified Spread Account Balance. The Indenture Trustee will make the statement to Noteholders available each month to Noteholders and other parties to the Basic Documents via the Indenture Trustee’s internet website, which is presently located at xxxx://xx.xxxxxxxxxx.xxx. Persons who are unable to use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Indenture Trustee at (000) 000-0000. The Indenture Trustee shall have the right to change the way the statement to Noteholders is distributed in order to make such distribution more convenient and/or more accessible to the above parties and to the Noteholders. The Indenture Trustee shall provide timely and adequate notification to all above parties and to the Noteholders regarding any such change. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any and all systems, software or hardware utilized in posting or retrieving any such information are utilized on an “as is” basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto.
Restrictions on Certificateholders’ Power The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.
Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.
Statements to Noteholders and Certificateholders On or prior to the close of business on each Payment Determination Date, the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies) for the Indenture Trustee to post on its internet website pursuant to Section 6.06 of the Indenture, the Servicer’s Certificate substantially in the form of Exhibit B, setting forth at least the following information as to the Notes, to the extent applicable:
(a) the amount of such distribution allocable to principal allocable to each Class of Notes;
(b) the amount of such distribution allocable to interest allocable to each Class of Notes;
(c) the Outstanding Amount of each Class of Notes and the Note Pool Factor for each such Class as of the close of business on the last day of the preceding Collection Period;
(d) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid Servicing Fee and the change in such amount from the prior Payment Date;
(e) the balance of the Reserve Account on such Payment Determination Date before and after giving effect to deposits and withdrawals to be made on the immediate following Payment Date, if any;
(f) the amount, if any, distributed to Noteholders and Certificateholders from amounts on deposit in the Reserve Account or from other forms of credit enhancement;
(g) the Pool Balance as of the close of business on the last day of the related Collection Period, before and after giving effect to payments allocated to principal reported under clause (a) above;
(h) the Class A Noteholders’ Interest Carryover Shortfall;
(i) the Class B Noteholders’ Interest Carryover Shortfall;
(j) the Class C Noteholders’ Interest Carryover Shortfall;
(k) the number of Receivables purchased by, and the aggregate Purchase Amount paid by, World Omni or the Servicer with respect to the related Collection Period;
(l) delinquency information relating to the Receivables which has a payment of more than $40 that is more than 30, 60, 90 or 120 days delinquent;
(m) the aggregate amount of Receivables which have become Defaulted Receivables during the preceding Collection Period;
(n) the amount, if any, distributed to the Certificateholders;
(o) the Noteholders’ First Priority Principal Distributable Amount;
(p) the Noteholders’ Second Priority Principal Distributable Amount;
(q) the Noteholders’ Third Priority Principal Distributable Amount;
(r) the Noteholders’ Principal Distributable Amount;
(s) the Overcollateralization Target Amount for the immediately following Payment Date;
(t) the number and dollar amount of Receivables at the beginning and end of the applicable Collection Period, and the weighted average Contract Rate and weighted average remaining term of the Receivables held by the Trust;
(u) delinquency and loss information for the applicable Collection Period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;
(v) material breaches of pool asset representations and warranties or transaction covenants;
(w) any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the distribution period or that, cumulatively, have become material over time;
(x) the Yield Supplement Overcollateralization Amount for the related Payment Date;
(y) a material change in World Omni or the Depositor’s retained interest in the Notes or Certificates;
(z) the Interest Rate (including the SOFR Rate or the then-current Benchmark, as applicable) for each Class of Notes for the related Payment Date; and
(aa) any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes. Each amount set forth on the Servicer’s Certificate under clauses (a), (b), (h), (i), (j), (o), (p), (q) and (r) above shall be expressed as a dollar amount per $1,000 of original principal amount of a Note. Deliveries pursuant to this Section 5.08 may be delivered by electronic mail. Upon determination by the Administrator (on behalf of the Issuing Entity) of a Benchmark Replacement or the making of any Benchmark Replacement Conforming Changes, the Administrator shall also cause the Servicer to include any information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and such Benchmark Replacement Conforming Changes, or SOFR Adjustment Conforming Changes provided by the Administrator (on behalf of the Issuing Entity).
Trust Certificates and Transfer of Interests Section 3.01
