Payments to Noteholders 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that:
(a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes);
(b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee;
(c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid;
(d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar;
(e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and
(f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).
Designation Amount and Issue of Notes The Notes shall be designated as “Tranche A Zero Coupon Guaranteed Senior Unsecured Convertible Notes”. Notes not to exceed the aggregate principal amount of $50,000,000 (except pursuant to Sections 2.05 and 2.06 hereof) upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board, Chief Executive Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), the Treasurer or any Assistant Treasurer or the Secretary or Assistant Secretary, without any further action by the Company hereunder.
Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.
Statements to Noteholders (a) On or prior to each Distribution Date, the Indenture Trustee shall make available to each Noteholder of record a statement setting forth at least the following information as to the Notes to the extent such information has been received from the Servicer pursuant to Section 4.9 hereof:
(i) the amount of such distribution allocable to principal of each Class of Notes;
(ii) the amount of such distribution allocable to interest on or with respect to each Class of Notes;
(iii) the required Reserve Account Withdrawal Amount or any excess released from the Reserve Account and included in Available Funds;
(iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period;
(v) the aggregate outstanding principal amount of each Class of the Notes and the Note Pool Factor for each such Class after giving effect to payments allocated to principal reported under (i) above;
(vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be;
(vii) the Noteholders’ Interest Carryover Amount, if any, and the change in that amount from the preceding statement;
(viii) the amount of the aggregate Realized Losses, if any, for the related Collection Period; and
(ix) the aggregate Purchase Amounts for Receivables, if any, that were repurchased by the Servicer or the Seller in such period.
(b) The Indenture Trustee will make available each month to each Noteholder the statements referred to in Section 5.9(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Indenture Trustee’s internet website, with the use of a password provided by the Indenture Trustee. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents, reports and information regarding the Receivables provided by the Servicer. The Indenture Trustee’s internet website shall be initially located at xxxx://xx.xxxxxxxxxx.xxx or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the Noteholders. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Agreement. The Indenture Trustee shall have the right to change the way the statements referred to in Section 5.9(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Indenture Trustee shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.
Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans The recitals contained herein and in the Certificates (other than the signature and countersignature of the Trustee on the Certificates) shall be taken as the statements of the Seller, and neither the Trustee nor the Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as to the validity or sufficiency of the Certificates (other than the signature and countersignature of the Trustee on the Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve the Trustee of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's signature and countersignature (or countersignature of its agent) on the Certificates shall be solely in its capacity as Trustee and shall not constitute the Certificates an obligation of the Trustee in any other capacity. Neither the Trustee or the Securities Administrator shall be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller with respect to the Mortgage Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the Securities Administrator shall not be responsible for the legality or validity of this Agreement or any document or instrument relating to this Agreement, the validity of the execution of this Agreement or of any supplement hereto or instrument of further assurance, or the validity, priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder. Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders, under this Agreement. Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement other than any continuation statements filed by the Trustee pursuant to Section 3.20.
Trust Accounts Distributions Statements to Noteholders SECTION 5.1. Establishment of Trust Accounts...............................43 SECTION 5.2. Pre-Funding Period Reserve Account............................47 SECTION 5.3. Certain Reimbursements to the Servicer........................48 SECTION 5.4. Application of Collections....................................48 SECTION 5.5. Withdrawals from Series 1997-1 Spread Account.................48 SECTION 5.6. Additional Deposits...........................................49 SECTION 5.7. Distributions.................................................49 SECTION 5.8. Note Distribution Account.....................................52 SECTION 5.9. Pre-Funding Account...........................................53 SECTION 5.10. Statements to Noteholders....................................53 SECTION 5.11. Optional Deposits by the Insurer.............................54
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).
Indenture Trustee Not Obligated Notwithstanding anything to the contrary herein, the Indenture Trustee is not obligated to enter into an amendment that adversely affects the Indenture Trustee’s rights, powers, duties, obligations, liabilities, indemnities or immunities under this Indenture.
Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.
Servicing Fee On each Payment Date, the Indenture Trustee on behalf of the Issuer shall pay to the Servicer the Servicing Fee in accordance with Section 4.4 for the immediately preceding Collection Period as compensation for its services. In addition, the Servicer will be entitled to retain all Supplemental Servicing Fees. The Servicer also will be entitled to receive investment earnings (net of investment losses and expenses) on funds on deposit in the Collection Account and the Reserve Account during each Collection Period.
