K&E DRAFT 3/3/00
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SERIES 200_-_ SUPPLEMENT
Dated as of ____________, 2000
to
INDENTURE
WORLD OMNI MASTER OWNER TRUST
as Issuer
and
HARRIS TRUST AND SAVINGS BANK,
as Indenture Trustee
---------------------------------
WORLD OMNI MASTER OWNER TRUST
SERIES 200_-_ NOTES
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.....................................................................................1
ARTICLE II
CREATION OF THE SERIES 200_-_ NOTES............................................................12
SECTION 2.01. Designation..................................................................12
ARTICLE III
SERVICING FEE..................................................................................12
SECTION 3.01. Servicing Compensation.......................................................12
ARTICLE IV
RIGHTS OF SERIES 200_-_ NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS......................................................13
SECTION 4.01. Daily Allocations; Payments to Certificateholders............................13
SECTION 4.02. Monthly Interest.............................................................15
SECTION 4.03. Establishment of the Series 200_-_ Accounts..................................16
SECTION 4.04. Application of Noteholder Non-Principal Collections,
Investment Proceeds and Available Noteholder
Principal Collections.......................................................18
SECTION 4.05. Distributions to Series 200_-_ Noteholders...................................19
SECTION 4.06. Application of Reserve Fund and Available
Subordinated Amount..........................................................20
SECTION 4.07. Noteholder Charge-Offs.......................................................21
SECTION 4.08. Excess Principal Collections.................................................22
SECTION 4.09. Accumulation Period Length; Accumulation Period
Commencement Date............................................................22
SECTION 4.10. Excess Funding Account.......................................................22
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO SERIES 200_-_ NOTEHOLDERS...................................................................23
SECTION 5.01. Distributions................................................................23
SECTION 5.02. Reports and Statements to Series 200_-_ Noteholders..........................24
i
ARTICLE VI
EARLY AMORTIZATION EVENTS......................................................................26
SECTION 6.01. Additional Early Amortization Events.........................................26
SECTION 6.02 Recommencement of the Revolving Period.......................................27
ARTICLE VII
OPTIONAL REDEMPTION............................................................................27
SECTION 7.01. Optional Redemption..........................................................27
ARTICLE VIII
FINAL DISTRIBUTIONS............................................................................28
SECTION 8.01. Acquisition of Notes Pursuant to Section 10.1 of the
Indenture....................................................................28
SECTION 8.02. Disposition of Principal Receivables Pursuant to
Section 5.4 of the Indenture.................................................28
ARTICLE IX
MISCELLANEOUS PROVISIONS.......................................................................30
SECTION 9.01. Ratification of Agreement....................................................30
SECTION 9.02. Counterparts.................................................................30
SECTION 9.03. Change in Indenture Trustee..................................................30
SECTION 9.04. GOVERNING LAW................................................................30
EXHIBITS
Exhibit A Form of Series 200_-_, Class A Note
Exhibit B Form of Series 200_-_, Class B Note
Exhibit C Form of Monthly Payment Date Statement
SCHEDULES
Schedule 1 Series 200_-_ Accounts
ii
THIS SERIES SUPPLEMENT, dated as of ______________, 2000 (as amended,
supplemented or otherwise modified, this "Series Supplement") to the Indenture
dated as of November 22, 1999 (as amended, supplemented or otherwise modified,
the "Indenture"), among World Omni Master Owner Trust (the "Issuer" or the
"Trust") and Harris Trust and Savings Bank, as Indenture Trustee (as indenture
trustee and not in its individual capacity, the "Indenture Trustee").
Section 2.1 of the Indenture provides that the Issuer may from time to
time issue one or more new Series of Notes. The Principal Terms of any new
Series of Notes are to be set forth in a Series Supplement. Pursuant to this
Series Supplement, the Issuer and the Indenture Trustee shall create the Series
200_-_ Notes and specify the Principal Terms thereof. The Servicer is
acknowledging this Series Supplement to agree to the terms hereof applicable to
the Servicer.
ARTICLE I
DEFINITIONS
(a) Whenever used in this Series Supplement, the following words shall
have the following meanings:
"Accumulation Period" means a period beginning at the close of business
on the Accumulation Period Commencement Date and ending on the close of business
of the earliest of (a) the date an Early Amortization Period commences and (b)
the date the outstanding principal amount of the Series 200_-_ Notes is paid in
full.
"Accumulation Period Commencement Date" shall mean the first day of the
Collection Period when the number of full Collection Periods remaining until the
Expected Principal Payment Date first equals the Accumulation Period Length
adjusted pursuant to Section 4.09 and shall not thereafter be changed; provided,
however, that, if at any time after the [ ] Payment Date, any other outstanding
Series (other than any Excluded Series) shall have entered into a investment
period or an early amortization period, the Accumulation Period Commencement
Date shall be the earlier of (i) the date that such outstanding Series shall
have entered into its investment period or early amortization period and (ii)
the Accumulation Period Commencement Date as previously determined.
"Accumulation Period Length" shall mean, on any date of determination,
a period calculated as of the [ ] Payment Date and each Payment Date thereafter
that occurs prior to the Accumulation Period Commencement Date, as the lesser of
(i) the number of full Collection Periods between such Payment Date and the
Expected Principal Payment Date and (ii) the product, rounded upwards to the
nearest integer not greater than three, of (a) one divided by the lowest Monthly
Payment Rate during the last 12 months and (b) a fraction, the numerator of
which is the sum of (i) the Invested Amount as of such Payment Date (after
giving effect to all changes therein on such date) and (ii) the invested amounts
of all other Series (other than any Excluded
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Series) currently in their amortization or accumulation periods or expected to
be in their amortization periods by the Expected Principal Payment Date and the
denominator of which is the sum of such Invested Amount and the invested amounts
as of such Payment Date (after giving effect to all changes therein on such
date) of all other outstanding Series (other than any Excluded Series) which are
scheduled to be outstanding on the Expected Principal Payment Date.
"Additional Noteholder Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Additional Noteholder Non-Principal Collections
for such Deposit Date and (b) the Additional Noteholder Principal Collections
for such Deposit Date.
"Additional Noteholder Non-Principal Collections" shall mean, for any
Deposit Date, an amount equal to the product of (a) the excess of (i) the
Certificateholder Percentage for such date over (ii) the Excess
Certificateholder Percentage for such Deposit Date and (b) Allocable Non-
Principal Collections for such Deposit Date; provided, however, that the
Additional Noteholder Non-Principal Collections shall be zero for any Deposit
Date on which the Available Subordinated Amount is zero.
"Additional Noteholder Principal Collections" shall mean, for any
Deposit Date, an amount equal to the product of (a) the excess of (i) the
Certificateholder Percentage for such Deposit Date over (ii) the Excess
Certificateholder Percentage for such date and (b) Allocable Principal
Collections for such Deposit Date; provided, however, that the Additional
Noteholder Principal Collections shall be zero for any Deposit Date on which the
Available Subordinated Amount is zero.
"Advance Date" means [ ], 2000.
"Allocable Non-Principal Collections" shall mean, with respect to any
day, the product of (a) the Series 200_-_ Allocation Percentage on such day and
(b) the aggregate amount of Collections of Non-Principal Receivables deposited
in the Collection Account for such day.
"Allocable Principal Collections" shall mean, with respect to any day,
the product of (a) the Series 200_-_ Allocation Percentage on such day and (b)
the aggregate amount of Collections in respect of Principal Receivables
deposited in the Collection Account for such day.
["Assets Receivables Rate" shall mean, with respect to any Interest
Period an amount equal to the product of: (a) the quotient obtained by dividing
(i) 360 by (ii) the actual number of days elapsed in such period and (b) a
fraction, (i) the numerator of which is the sum of (A) Noteholder Non-Principal
Collections for the Collection Period immediately preceding the last day of such
period (which for this purpose only is based on interest amounts billed to the
Dealers which are due during such Collection Period) less the Monthly Servicing
Fee with respect to such immediately preceding Collection Period, to the extent
not waived by the Servicer and (B) the Investment Proceeds to be applied on the
Payment Date related to such period and (ii) the denominator of which is the sum
of (A) the product of the Floating Allocation Percentage, the Series Allocation
2
Percentage and the average Pool Balance (after giving effect to any charge-offs)
for such immediately preceding Collection Period, (B) the principal balance on
deposit in the Excess Funding Account on the first day of such period (after
giving effect to all deposits to and withdrawals therefrom on such first day),
and (C) the principal balance on deposit in the Principal Funding Account on the
first day of such period (after giving effect to all deposits to and withdrawals
therefrom on such first day).]
"Available Noteholder Principal Collections" shall mean, with respect
to any Deposit Date falling in the Accumulation Period or an Early Amortization
Period, the sum of (a) Noteholder Principal Collections for such Deposit Date,
(b) Series 200_-_ Excess Principal Collections to cover any Principal Shortfall
for such Deposit Date, (c) any funds transferred from the Excess Funding Account
to the Principal Funding Account on such Deposit Date, and (d) on the Class A
Stated Maturity Date or the Class B Stated Maturity Date, funds in the Reserve
Fund to the extent of any outstanding Class A Carry-over Amount, in the case of
the Class A Stated Maturity Date, or Class B Carry-over Amount, in the case of
the Class B Stated Maturity Date (in either event, after giving effect to the
distributions to be made on such date).
"Available Subordinated Amount" means, on the Series Issuance Date, the
Required Subordinated Amount and, on any subsequent day, an amount equal to the
lesser of (x) the Required Subordinated Amount for that day and (y) the
Available Subordinated Amount for the most recent Reset Date, minus (A) the
Required Draw Amount with respect to any Payment Date occurring after that Reset
Date, plus (B) the amount of Noteholder Non-Principal Collections and Investment
Proceeds distributed to the Certificateholders in respect of Noteholder Default
Amounts and Monthly Dilution Amounts that had previously reduced the Available
Subordinated Amount since the most recent Reset Date, minus (C) the Incremental
Subordinated Amount for the most recent Reset Date, plus (D) the Incremental
Subordinated Amount for such date of determination, plus (E) the Subordinated
Percentage of the decrease in the Series Allocable Excess Funding Amount since
the most recent Reset Date, minus (F) the Subordinated Percentage of the
increase in the Series 200_-_ Excess Funding Amount since the most recent Reset
Date; provided, that the Certificateholders may, in their sole discretion, from
time to time increase the Available Subordinated Amount for so long as the
cumulative amount of such increase does not exceed the lesser of $________ or
__% of the Invested Amount.
["Calculation Agent" shall mean the Indenture Trustee or any other
Calculation Agent selected by the Seller which is reasonably acceptable to the
Indenture Trustee.]
["Carry-over Amount" shall mean the sum of the Class A Carry-over
Amount and the Class B Carry-over Amount.]
"Certificateholder Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Collections and
Defaulted Receivables and Principal Collections during any Revolving Period, and
(b) the Principal Allocation Percentage,
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when used with respect to Principal Collections during the Accumulation Period
and during any Early Amortization Period.
"Class A Carry-over Amount" shall mean, if the Class A Note Rate for
any Payment Date is based on the Assets Receivables Rate, the sum of (a) the
excess of (i) the amount of interest on the Class A Notes that would have
accrued in respect of the related Interest Period had interest on the Class A
Notes been calculated based on LIBOR over (ii) the amount of interest on the
Class A Notes actually accrued in respect of such Interest Period based on the
Assets Receivables Rate and (b) the unpaid portion of any such excess from prior
Payment Dates and interest accrued thereon calculated on the basis of LIBOR.
"Class A Controlled Accumulation Amount" shall mean an amount equal to
the aggregate outstanding principal balance of the Class A Notes as of the
Payment Date immediately preceding the first date of the Accumulation Period
(after giving effect to any changes therein on such date) divided by the
Accumulation Period Length.
"Class A Controlled Deposit Amount" shall mean, for a Deposit Date (i)
during the Accumulation Period, the excess, if any, of (a) the product of the
Class A Controlled Accumulation Amount and the number of Payment Dates from and
including the first Payment Date with respect to the Accumulation Period through
and including the Payment Date related to the Collection Period during which the
Deposit Date occurs (but not in excess of the Accumulation Period Length) over
(b) the amount on deposit in the Principal Funding Account before giving effect
to any withdrawals from or deposits to such account on such Deposit Date and
(ii) during an Early Amortization Period, the Class A Invested Amount.
"Class A Initial Invested Amount" means $_____________.
"Class A Invested Amount" shall mean, for any date, an amount equal to
the Class A Initial Invested Amount minus the amount, without duplication, of
principal payments made to Class A Noteholders or deposited to the Principal
Funding Account in respect of the Class A Notes prior to such date since the
Series Issuance Date, minus the excess, if any, of the aggregate amount of Class
A Noteholder Charge-Offs for all Payment Dates preceding such date, over the
aggregate amount of any reversals of Class A Noteholder Charge-Offs for all
Payment Dates preceding such date, minus the Series 200_-_ Excess Funding Amount
for such day but limited to an amount that would reduce the Class A Invested
Amount to zero.
"Class A Monthly Interest" shall have the meaning specified in Section
4.02.
"Class A Note Rate" will be equal to [___% per annum][the lesser of (a)
LIBOR plus ____% and (b) the Assets Receivables Rate for the related Payment
Date].
"Class A Noteholder Charge-offs" shall have the meaning specified in
Section 4.07.
4
"Class A Stated Maturity Date" shall mean [ ], 200[ ].
"Class B Carry-over Amount" shall mean, if the Class B Note Rate for
any Payment Date is based on the Assets Receivables Rate, the sum of (a) the
excess of (i) the amount of interest on the Class B Notes that would have
accrued in respect of the related Interest Period had interest on the Class B
Notes been calculated based on LIBOR over (ii) the amount of interest on the
Class B Notes actually accrued in respect of such Interest Period based on the
Assets Receivables Rate and (b) the unpaid portion of any such excess from prior
Payment Dates and interest accrued thereon calculated on the basis of LIBOR.
"Class B Controlled Accumulation Amount" shall mean an amount equal to
the quotient of (a) the aggregate outstanding principal balance of the Class B
Notes as of the Payment Date immediately preceding the first day of the
Accumulation Period (after giving effect to any changes therein on such date)
divided by (b) the Accumulation Period Length.
"Class B Controlled Deposit Amount" shall mean, for a Deposit Date (i)
during the Accumulation Period, the excess, if any, of (a) the product of the
Class B Controlled Accumulation Amount and the number of Payment Dates from and
including the first Payment Date with respect to the Accumulation Period through
and including the Payment Date related to the Collection Period during which the
Deposit Date occurs (but not in excess of the Accumulation Period Length) over
(b) the amount on deposit in the Principal Funding Account before giving effect
to any withdrawals from or deposits to such account on such Deposit Date and
(ii) during an Early Amortization Period, the Class B Invested Amount.
"Class B Initial Invested Amount" means $__________.
"Class B Invested Amount" shall mean, for any date, an amount equal to
the Class B Initial Invested Amount minus the amount, without duplication, of
principal payments made to Class B Noteholders or deposited to the Principal
Funding Account in respect of the Class B Notes prior to such date since the
Series Issuance Date minus the excess, if any, of aggregate amount of Class B
Noteholder Charge-Offs for all Payment Dates preceding such date, over the
aggregate amount of any reversals of Class B Noteholder Charge-Offs for all
Payment Dates preceding such date minus the amount, if any, of the Series 2000-1
Excess Funding Amount remaining after allocation to the Class A Invested Amount
but limited to an amount that would reduce the Class B Invested Amount to zero.
"Class B Monthly Interest" shall have the meaning specified in Section
4.02.
"Class B Note Rate" shall mean [___% per annum][the lesser of (a) LIBOR
plus ____% and (b) the Assets Receivables Rate for the related Payment Date].
"Class B Noteholder Charge-offs" shall have the meaning specified in
Section 4.07.
5
"Class B Stated Maturity Date" shall mean [ ], 200[ ]
"Deficiency Amount" shall have the meaning specified in Section
4.06(b).
"Excess Certificateholder Percentage" shall mean, for any day, a
percentage (which percentage shall never be less than 0% nor more than 100%)
equal to (a) 100% minus, when used with respect to Non-Principal Collections and
Defaulted Receivables at all times and Principal Collections during any
Revolving Period, the sum of (i) the Floating Allocation Percentage with respect
to such day and (ii) the percentage equivalent of a fraction, the numerator of
which is the Available Subordinated Amount as of the most recent Reset Date and
the denominator of which is the product of (A) the Pool Balance as of the most
recent Reset Date and (B) the Series 200_-_ Allocation Percentage for such day
or (b) 100% minus, when used with respect to Principal Collections during the
Accumulation Period and any Early Amortization Period, the sum of (i) the
Principal Allocation Percentage with respect to such day and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available Subordinated
Amount as of the most recent Reset Date and the denominator of which is the
product of (A) the Pool Balance as of the most recent Reset Date and (B) the
Series 200_-_ Allocation Percentage for such day.
"Excess Reserve Fund Required Amount" shall mean, for any Payment Date,
an amount equal to the greater of (a) 5% of the initial principal balance of the
Series 200_-_ Notes at the end of the Revolving Period and (b) the excess of (i)
the Available Subordinated Amount on the most recent Reset Date (after giving
effect to the allocations, distributions, withdrawals and deposits to be made on
such Payment Date) over (ii) the excess of (x) the Series 200_-_ Allocation
Percentage of the Pool Balance on the most resent Reset Date over (y) the
Invested Amount on such Payment Date (after giving effect to changes therein on
such Payment Date); provided, that the Excess Reserve Fund Required Amount shall
not exceed the Available Subordinated Amount on the most recent Reset Date.
"Expected Principal Payment Date" shall mean the _________ Payment Date.
"Floating Allocation Percentage" shall mean, with respect to any day,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Invested Amount as of the most recent
Reset Date and the denominator of which is the product of (a) the Pool Balance
as of such Reset Date and (b) the Series 200_-_ Allocation Percentage for such
day; provided, however, that, with respect to the first Reset Date, the Floating
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Initial Invested Amount and the denominator of which
is the product of (x) the Pool Balance on the Series Cut-Off Date and (y) the
Series 200_-_ Allocation Percentage with respect to the Series Cut-Off Date.
"Fully Funded Date" shall mean, the date on which the amount on deposit
in the Principal Funding Account with respect to the Series 200_-_ Notes equals
the outstanding principal amount of the Series 200_-_ Notes.
6
"Incremental Subordinated Amount" shall mean, for any day, the product
of (a) a fraction, the numerator of which is the sum of the Target Invested
Amount and the Target Available Subordinated Amount and the denominator of which
is the greater of (i) the Pool Balance or (ii) the amount calculated as the
numerator above for each outstanding series and (b) the Trust Incremental
Subordinated Amount, in each case, on the most recent Reset Date.
"Initial Invested Amount" means the sum of the Class A Initial Invested
Amount and (b) the Class B Initial Invested Amount.
"Initial Payment Date" shall mean [________ __, 2000].
"Initial Reserve Fund Deposit Amount" shall mean $[ ].
"Interest Period" shall mean, with respect to any Payment Date, the
period from and including the Payment Date immediately preceding such Payment
Date (or, in the case of the Initial Payment Date, the [Series Issuance Date])
to but excluding such Payment Date.
"Invested Amount" shall mean, for any day, an amount equal to the sum
of (a) the Class A Invested Amount and (b) the Class B Invested Amount.
"Investment Proceeds" shall mean, with respect to any Payment Date, all
interest and other investment earnings (net of losses and investment expenses)
deposited into the Collection Account on the related Determination Date with
respect to (a) funds on deposit in the Reserve Fund and the Principal Funding
Account, (b) the Series 200_-_ Allocation Percentage of funds held in the
Collection Account and (c) the Series 200_-_ Allocation Percentage of funds held
in the Excess Funding Account.
["LIBOR" shall mean, with respect to any Interest Period, an amount
established by the Calculation Agent and equal to the offered rate for United
States dollar deposits for one month that appears on Telerate Page 3750 as of
11:00 A.M., London time, on the LIBOR Determination Date. If on any LIBOR
Determination Date the offered rate does not appear on Telerate Page 3750, the
Calculation Agent will request each of the reference banks (which shall be major
banks that are engaged in transactions in the London interbank market selected
by the Calculation Agent) to provide the Calculation Agent with its offered
quotation for United States dollar deposits for one month to prime banks in the
London interbank market as of 11:00 A.M., London time, on such date. If at least
two reference banks provide the Calculation Agent with such offered quotations,
LIBOR on such date will be the arithmetic mean, rounded upwards, if necessary,
to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If on such date fewer
than two of the reference banks provide the Calculation Agent with such offered
quotations, LIBOR on such date will be the arithmetic mean, rounded upwards, if
necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths
of a percentage point rounded upward, of the offered per annum rates that one or
more leading banks in New York City selected by the Calculation Agent are
quoting as of 11:00 A.M., New York
7
City time, on such date to leading European banks for United States dollar
deposits for one month; provided, however, that if such banks are not quoting as
described above, LIBOR for such date will be LIBOR applicable to the Interest
Period immediately preceding such Interest Period.]
"LIBOR Business Day" shall mean a day on which banking institutions in
New York, New York and London, England are not required or authorized by law to
be closed.
"LIBOR Determination Date" shall mean the second LIBOR Business Day
prior to any Interest Period for which LIBOR is calculated by the Calculation
Agent.
"Monthly Dilution Amount" shall mean an amount equal to the Weighted
Average Series Allocation Percentage of any Adjustment Payment required to be
deposited into the Collection Account pursuant to the Trust Sale and Servicing
Agreement with respect to the related Collection Period that has not been so
deposited as of the related Determination Date.
"Monthly Interest" shall mean the sum of (a) the Class A Monthly
Interest and (b) the Class B Monthly Interest.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Note Rate" shall mean the Class A Note Rate or the Class B Note Rate.
"Noteholder Charge-Offs" shall have the meaning specified in Section
4.07.
"Noteholder Charge-Off Reversal Amount" shall have the meaning set
forth in Section 4.04.
"Noteholder Default Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (a) the product of the Series
200_-_ Allocable Defaulted Amount for the related Collection Period and the
Floating Allocation Percentage for the related Collection Period over (b) the
Incremental Subordinated Amount for that Payment Date.
"Noteholder Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Noteholder Non-Principal Collections" shall mean, with respect to any
Deposit Date, an amount equal to the Allocable Non-Principal Collections
(including any Series 200_-_ Allocable Miscellaneous Payments that are treated
as Allocable Non-Principal Collections pursuant to Section 4.01(e)) retained in
the Collection Account pursuant to Section 4.01(b) on such Deposit Date.
"Noteholder Principal Collections" shall mean, with respect to any
Deposit Date falling in the Accumulation Period or an Early Amortization Period,
the sum of (a) the Principal Allocation Percentage then in effect of Allocable
Principal Collections (including any Series 200_-_ Allocable
8
Miscellaneous Payments that are treated as Allocable Principal Collections) and
(b) for any Deposit Date that is also a Payment Date, the amount, if any, of
Noteholder Non-Principal Collections, Investment Proceeds, funds in the Reserve
Fund and Additional Noteholder Collections allocated to cover the Noteholder
Default Amount or to reverse Noteholder Charge- Offs.
"Principal Allocation Percentage" shall mean, with respect to any day,
the percentage equivalent (which shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the last day of the Revolving
Period and the denominator of which is the product of (x) the Pool Balance as of
such last day and (y) the Series 200_-_ Allocation Percentage for the day in
respect of which the Principal Allocation Percentage is being calculated;
provided, however, that, with respect to that portion of any Collection Period
that falls after the date on which any Early Amortization Event occurs, the
Principal Allocation Percentage shall be reset using the Pool Balance as of the
close of business on the date on which such Early Amortization Event shall have
occurred and Principal Collections shall be allocated for such portion of such
Collection Period using such reset Principal Allocation Percentage.
"Principal Funding Account" shall have the meaning specified in Section
4.03.
"Rating Agency" shall mean, with respect to the Series 200_-_ Notes,
each of [ ].
"Redemption Price" shall mean, with respect to any Payment Date, the
sum of (a) the aggregate outstanding principal balance of the Series 200_-_
Notes to be redeemed on the Determination Date preceding the Payment Date on
which such redemption is to be made, (b) accrued and unpaid interest on the
unpaid balance of the Series 200_-_ Notes (calculated on the basis of the
outstanding principal balance of the Series 200_-_ Notes at the Note Rate as in
effect during the applicable Interest Periods through the day preceding such
Payment Date[, and (c) any outstanding Carry-over Amount with respect to the
Series 200_-_ Notes to be repurchased].
"Required Draw Amount" shall mean the lesser of (a) the Deficiency
Amount and (b) the Available Subordinated Amount.
"Required Participation Percentage" shall mean, with respect to Series
200_-_, ____%.
"Required Subordinated Amount" shall mean, initially, $[ ] and
thereafter, as of any date of determination, the sum of (a) the product of the
Subordinated Percentage and the Invested Amount as of the opening of business on
such date and (b) the Incremental Subordinated Amount as of such date.
"Reserve Fund" shall have the meaning specified in Section 4.03.
"Reserve Fund Deposit Amount" shall mean, with respect to any Payment
Date, the amount, if any, by which (a) the Reserve Fund Required Amount for such
Payment Date exceeds
9
(b) the amount of funds in the Reserve Fund after giving effect to any
withdrawals therefrom and deposits thereto on such Payment Date.
"Reserve Fund Required Amount" shall mean, on any Payment Date with
respect to an Early Amortization Period, an amount equal to the Excess Reserve
Fund Required Amount and, for any other Payment Date, an amount equal to 0.50%
of the outstanding principal balance of the Series 200_-_ Notes for the next
following Payment Date (after giving effect to any change therein on such
Payment Date).
"Revolving Period" shall mean the period beginning on the Series
Cut-Off Date and ending on the earlier of (a) the close of business on the day
immediately preceding the Accumulation Period Commencement Date, (b) the close
of business on the day an Early Amortization Period commences; provided,
however, that the Revolving Period may recommence in certain circumstances as
provided in Section 6.02 hereof.
"Series 200_-_" shall mean the Series 200_-_ Asset Backed Notes, the
terms of which are specified in this Series Supplement.
"Series 200_-_ Accounts" shall mean the Reserve Fund and the Principal
Funding Account.
"Series 200_-_ Allocable Defaulted Amount" shall mean, with respect to
any Collection Period, the product of (a) the Series Allocation Percentage with
respect to such Collection Period and (b) the Defaulted Amount with respect to
such Collection Period.
"Series 200_-_ Allocable Miscellaneous Payments" shall mean, with
respect to any day, the product of (a) the Series 200_-_ Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect to
the related Collection Period.
"Series 200_-_ Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 200_-_.
"Series 200_-_ Excess Funding Amount" shall mean, with respect to the
Series 200_-_ Notes, for any day, the product of (a) the Series 200_-_
Percentage on such day and (b) the amount on deposit in the Excess Funding
Account on such day; provided, however, that the Series 200_-_ Excess Funding
Amount shall be zero on any date after funds have been withdrawn from the Excess
Funding Account and deposited in the Principal Funding Account.
"Series 200_-_ Excess Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the Series 200_-_ Principal Shortfall
for such Deposit Date; provided, however, that, if the aggregate amount of
Excess Principal Collections for such Deposit Date is less than the aggregate
amount of Principal Shortfalls for such Deposit Date, then Series 200_-_ Excess
Principal Collections for such Deposit Date shall equal the product of (x)
Excess Principal
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Collections for all Series for such Deposit Date and (y) a fraction, the
numerator of which is the Series 200_-_ Principal Shortfall for such Deposit
Date and the denominator of which is the aggregate amount of Principal
Shortfalls for all Series for such Deposit Date.
"Series 200_-_ Noteholders" shall mean the Holders of Series 200_-_
Notes.
"Series 200_-_ Note Owner" shall mean, with respect to a Series 200_-_
Note in Book Entry form, any person who is a beneficial owner of such note.
"Series 200_-_ Notes" shall mean the Series 200_-_ Asset Backed Notes,
substantially in the form of Exhibit A or Exhibit B, as applicable.
"Series 200_-_ Principal Shortfall" shall mean, with respect to any
Deposit Date, an amount equal to the excess of (i) the sum of (a) the Class A
Controlled Deposit Amount for such Deposit Date over (b) the Class B Controlled
Deposit Amount and (ii) the amount deposited into the Principal Funding Account
on such Deposit Date.
"Series Cut-Off Date" shall mean [ ], 2000.
"Series Issuance Date" shall mean [ ], 2000.
"Servicing Fee Rate" shall mean, unless otherwise waived, with respect
to Series 200_-_, 1.0%.
"Special Payment Date" shall mean each Payment Date with respect to an
Early Amortization Period.
"Stated Maturity Date" shall mean the Class A Stated Maturity Date or
the Class B Stated Maturity Date.
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, (a) the numerator of which is the Subordination Factor and (b) the
denominator of which will be the excess of 100% over the Subordination Factor.
"Subordination Factor" shall mean [ ]%.
"Telerate Page 3750" shall mean the display page so designated on the
Dow Jones Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying London interbank offered rates of major banks).
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"Weighted Average Floating Allocation Percentage" means, for any
Collection Period, a percentage equal to the result of (a) the sum of the
Floating Allocation Percentage for each day during that Collection Period,
divided by (b) the number of days in that Collection Period.
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation."
ARTICLE II
CREATION OF THE SERIES 200_-_ NOTES
SECTION 2.01. Designation. (a) There is hereby created a Series of
Notes to be issued pursuant to the Indenture and this Series Supplement to be
known as the "Series 200_-_ Asset Backed Notes" (the "Series 200_-_ Notes").
Such Series shall be comprised of two classes: the Series 2000-1 [Floating Rate]
[___%] Asset Backed Notes, Class A (the "Class A Notes") and the Series 200_-_
[Floating Rate] [___%] Asset Backed Notes, Class B (the "Class B Notes").
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Series Supplement shall govern.
(c) The Issuer shall issue and the Indenture Trustee shall authenticate
and deliver to the Issuer the Class A Notes in the initial aggregate principal
amount of $__________ and the Class B Notes in the initial aggregate principal
amount of $___________.
ARTICLE III
SERVICING FEE
SECTION 3.01. Servicing Compensation. The monthly servicing fee with
respect to Series 200_-_ (the "Monthly Servicing Fee") shall be payable to the
Servicer, in arrears, on each Payment Date in respect of any Collection Period
(or portion thereof) occurring on or prior to the earlier of the first Payment
Date following the Stated Maturity Date and the first Payment Date on which the
Invested Amount is zero, in an amount equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the Series 200_-_ Allocation Percentage of the
Pool Balance (excluding the amount of Principal Receivables relating to
Non-Serviced Participated Receivables) in each case, as of the last day of the
second Collection Period preceding such Payment Date. The
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share of the Monthly Servicing Fee allocable to the Series 200_-_ Noteholders
with respect to any Payment Date (the "Noteholder Monthly Servicing Fee") shall
be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Invested Amount as of the last day of the Collection Period second preceding
such Payment Date; provided, however, that the Noteholder Monthly Servicing Fee
with respect to the first Payment Date will be $___________. The remainder of
the Monthly Servicing Fee for the first Payment Date and each subsequent Payment
Date shall be paid by the Certificateholders and, in no event shall the Trust or
the Series 200_-_ Noteholders be liable for the share of the Monthly Servicing
Fee to be paid by the Certificateholders. The remainder of the Servicing Fee
shall be paid by the Certificateholders and the Noteholders of other Series and
the Series 200_-_ Noteholders shall in no event be liable for the share of
Servicing Fee to be paid by the Certificateholders or the Noteholders of other
Series. The Noteholder Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of the Trust Sale and Servicing Agreement and Section 4.04(a) of this
Series Supplement.
ARTICLE IV
RIGHTS OF SERIES 200_-_ NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01. Daily Allocations; Payments to Certificateholders. On
each Deposit Date, Non-Principal Collections, Principal Collections and
Miscellaneous Payments allocable to the Series 200_-_ shall be allocated and
distributed as set forth in this Section 4.01.
(a) Certificateholder Collections; Additional Noteholder Collections.
The Servicer will instruct the Indenture Trustee in writing to withdraw the
following amounts from the Collection Account and apply such amounts as follows
on each Deposit Date:
(i) an amount equal to the Excess Certificateholder Percentage then
in effect for the related Collection Period of Allocable Non-Principal
Collections deposited in the Collection Account for such Deposit Date
shall be paid to the Certificateholders;
(ii) an amount equal to the Excess Certificateholder Percentage
then in effect for the related Collection Period of Allocable Principal
Collections deposited in the Collection Account for such Deposit Date
shall be paid to the Certificateholders, provided, however, that if the
Pool Balance (determined after giving effect to any Principal
Receivables transferred to the Trust on such Deposit Date) is less than
the Required Pool Balance for such Deposit Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on
such Deposit Date), such funds will be deposited into the Excess
Funding Account to the extent necessary so that the Pool Balance at
least equals the Required Pool Balance;
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(iii) an amount equal to the Additional Noteholder Non-Principal
Collections for such Deposit Date shall be retained in the Collection
Account; provided, however, that during the Revolving Period and the
Accumulation Period, the amount so retained shall not exceed the excess
if any, of the Reserve Fund Required Amount over the amount in the
Reserve Fund (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Payment Date immediately
following such Deposit Date), and if on any day the amount so retained
exceeds such excess, the amount retained which exceeds such excess may
be withdrawn from the Collection Account and applied in accordance with
Section 4.01(a)(v).
(iv) an amount equal to the Additional Noteholder Principal
Collections for an Early Amortization Period shall be retained in the
Collection Account and treated as Noteholder Principal Collections; and
(v) any remaining Additional Noteholder Collections for such
Deposit Date not required to be retained in the Collection Account
pursuant to Section 4.01(a)(iii) and (iv) or distributed pursuant to
Section 4.06(b) shall be paid to the Certificateholders; provided,
however, that if the Pool Balance (determined after giving effect to
any Principal Receivables transferred to the Trust on such Deposit
Date) is less than the Required Pool Balance (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on
that Deposit Date), such funds shall be deposited into the Excess
Funding Account to the extent necessary so that the Pool Balance at
least equals the Required Pool Balance.
(b) Noteholder Non-Principal Collections. On each Deposit Date, the
Servicer shall allocate to Series 200_-_ and retain in the Collection Account an
amount equal to the Floating Allocation Percentage then in effect of Allocable
Non-Principal Collections deposited in the Collection Account for such Deposit
Date.
(c) Noteholder Principal Collections - Revolving Period. On each
Deposit Date falling in the Revolving Period, the Servicer shall allocate to
Series 200_-_ and treat as Excess Principal Collections an amount equal to the
Floating Allocation Percentage then in effect of Allocable Principal Collections
deposited in the Collection Account for such Deposit Date plus any Series 2000-1
Allocable Miscellaneous Payments treated as Available Noteholder Principal
Collections pursuant to Section 4.01(c) on such Deposit Date.
(d) Noteholder Principal Collections - Other Periods. On each Deposit
Date falling in the Accumulation Period or the Early Amortization Period, the
Servicer shall allocate and deposit an amount equal to Available Noteholder
Principal Collections as follows:
(i) first, an amount up to the Class A Controlled Deposit Amount
for such Deposit Date shall be deposited by the Servicer or the
Indenture Trustee into the Principal Funding Account;
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(ii) second, an amount up to the Class B Controlled Deposit Amount
for such Deposit Date shall be deposited by the Servicer or the
Indenture Trustee into the Principal Funding Account; and
(iii) third, after giving effect to the transactions referred to in
clauses (i) and (ii) above, an amount equal to the balance, if any, of
such Available Noteholder Principal Collections shall be treated as
Excess Principal Collections and applied in accordance with Section 4.4
of the Trust Sale and Servicing Agreement and Section 4.08 hereof.
(e) Miscellaneous Payments. On each Deposit Date, the Servicer shall
treat any Series 200_-_ Allocable Miscellaneous Payments as Available Noteholder
Principal Collections and apply them as provided in Section 4.01(c) or (d), as
appropriate, except that Series 200_-_ Allocable Miscellaneous Payments
consisting of Adjustment Payments that were paid after their due date as per
Section 3.9(a) of the Trust Sale and Servicing Agreement, if the amount of such
overdue Adjustment Payments has been included in the Monthly Dilution Amount for
any prior Monthly Period, shall be treated as Allocable Non-Principal
Collections and applied as provided in Section 4.01(b).
SECTION 4.02. Monthly Interest.
(a) The amount of interest accrued during an Interest Period with
respect to the Class A Notes (the "Class A Monthly Interest") shall be an amount
equal to the product of (i) the Class A Note Rate, (ii) the outstanding
principal balance of the Class A Notes as of the close of business on the
preceding Payment Date (after giving effect to all repayments of principal made
to Class A Noteholders on such preceding Payment Date, if any) and (iii) a
fraction, the numerator of which is [the actual number of days elapsed in such
Interest Period] [30] and the denominator of which is [360].
(b) The amount of monthly interest accrued during an Interest Period
with respect to the Class B Notes (the "Class B Monthly Interest") shall be an
amount equal to the product of (i) the Class B Note Rate, (ii) the outstanding
principal balance of the Class B Notes as of the close of business on the
preceding Payment Date (after giving effect to all repayments of principal made
to Class B Noteholders on such preceding Payment Date, if any) and (iii) a
fraction, the numerator of which is [the actual number of days elapsed in such
Interest Period] [30] and the denominator of which is [360].
(c) [The Class A Carry-over Amount, if any, will be paid on any Payment
Date where the Class A Note Rate is based on the Assets Receivable Rate, to the
extent funds are allocated and available therefor after making all required
distributions and deposits with respect to the Series 2000-1 Notes, including
payments with respect to principal (including deposits to the Excess Funding
Account), Monthly Interest, the Noteholder Monthly Servicing Fee, the Reserve
Fund Deposit Amount, the Noteholder Default Amount and the Monthly Dilution
Amount. The Class
15
B Carry-over Amount, if any, will be paid on any Payment Date where the Class B
Note Rate is based on the Assets Receivable Rate, to the extent funds are
allocated and available therefor after making all required distributions and
deposits with respect to the Series 2000-1 Notes, including payments with
respect to principal (including deposits to the Excess Funding Account), Monthly
Interest, the Noteholder Monthly Servicing Fee, the Reserve Fund Deposit Amount,
the Noteholder Default Amount, the Monthly Dilution Amount and the Class A
Carry-over Amount.]
SECTION 4.03. Establishment of the Series 200_-_ Accounts.
(a) The Servicer, for the benefit of the Series 200_-_ Noteholders,
shall cause to be established and maintained in the name of the Indenture
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Reserve
Fund") which shall be identified as the "Reserve Fund for the World Omni Master
Owner Trust, Series 200_-_" and shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 200_-_
Noteholders. On the Series Issuance Date, the Seller shall cause to be deposited
in the Reserve Fund the Initial Reserve Fund Deposit Amount.
(b) At the written direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Indenture Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be available
at the close of business on or before the Business Day two Business Days before
the following Payment Date (on or before 10:00 a.m. on such following Payment
Date in the case of Eligible Investments in respect of which the Indenture
Trustee is the obligor or Eligible Investments specified in clauses (h) and (j)
of the definition thereof). All Eligible Investments shall be held by the
Indenture Trustee for the benefit of the Series 200_-_ Noteholders. On each
Payment Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Fund received prior to
such Payment Date shall be deposited in the Collection Account and treated as
Investment Proceeds and applied as set forth in Section 4.04(a) of this Series
Supplement. Funds deposited in the Reserve Fund on a Business Day (which
immediately precedes a Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight. In no event shall the
Indenture Trustee be liable for the selection of Eligible Investments or for
investment losses incurred thereon. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
Eligible Investments prior to its stated maturity or failure of the Servicer to
provide timely written direction.
(c) The Servicer, for the benefit of the Noteholders, shall establish
and maintain in the name of the Indenture Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), which shall be
identified as the "Principal Funding Account for World Omni Master Owner Trust,
Series 200_-_" and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 200_-_ Noteholders.
(d) At the written direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Indenture Trustee in Eligible
Investments selected by the Servicer
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that will mature so that such funds will be available on or before the close of
business on the Business Day two business days before the following Payment Date
(on or before 10:00 a.m. on such following Payment Date in the case of Eligible
Investments in respect of which the Indenture Trustee is the obligor or Eligible
Investments specified in clauses (h) and (j) of the definition thereof). All
such Eligible Investments shall be held by the Indenture Trustee for the benefit
of the Series 200_-_ Noteholders. On each Payment Date all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
therein shall be deposited in the Collection Account and treated as Investment
Proceeds and applied as set forth in Section 4.04(a) of this Series Supplement.
Funds deposited in the Principal Funding Account on a Business Day (which
immediately precedes an Expected Principal Payment Date) upon the maturity of
any Eligible Investments are not required to be invested overnight. In no event
shall the Indenture Trustee be liable for the selection of Eligible Investments
or for investment losses incurred thereon. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
Eligible Investments prior to its stated maturity or failure of the Servicer to
provide timely written direction.
(e) The Indenture Trustee shall possess all right, title and interest
in and to all funds on deposit from time to time in, and all Eligible
Investments credited to, the Reserve Fund and the Principal Funding Account
(collectively, the "Series 200_-_ Accounts") and in all proceeds thereof. The
Series 200_-_ Accounts shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders. If, at any time, any of
the Series 200_-_ Accounts ceases to be an Eligible Deposit Account, the
Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Rating
Agency has consented) establish and maintain in the name of the Indenture
Trustee a new Series 200_-_ Account (which shall be an Eligible Deposit Account
and which shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 200_-_ Noteholders) and shall
transfer any cash and/or any investments to such new Series 200_-_ Account.
Neither the Seller, the Servicer nor any person or entity claiming by, through
or under the Seller, the Servicer or any such person or entity shall have any
right, title or interest in, or any right to withdraw any amount from, any
Series 200_-_ Account, except as expressly provided herein. Schedule 1, which is
hereby incorporated into and made part of this Series Supplement, identifies
each Series 200_-_ Account by setting forth the account number of each such
account, the account designation of each such account and the name of the
institution with which such account has been established. If a substitute Series
200_-_ Account is established pursuant to this Section, the Servicer shall
provide to the Indenture Trustee an amended Schedule 1, setting forth the
relevant information for such substitute Series 200_-_ Account.
(f) Pursuant to the authority granted to the Servicer in Section 8.2 of
the Indenture and Section 3.1(a) and Section 4.2 of the Trust Sale and Servicing
Agreement, the Servicer shall have the power, revocable by the Indenture Trustee
to instruct the Indenture Trustee to make withdrawals and payments from the
Series 200_-_ Accounts for the purposes of carrying out the Servicer's or
Indenture Trustee's duties hereunder.
17
SECTION 4.04. Application of Noteholder Non-Principal Collections,
Investment Proceeds and Available Noteholder Principal Collections. The Servicer
shall cause the Indenture Trustee to make the following distributions:
(a) On each Payment Date, commencing with the Initial Payment Date, an
amount equal to the sum of Noteholder Non-Principal Collections and any
Investment Proceeds with respect to such Payment Date will be distributed, to
the extent funds are available therefor, in the following priority:
(i) first, an amount equal to Class A Monthly Interest for such
Payment Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to the Class A Noteholders on a
prior Payment Date (plus interest thereon) shall be distributed to the
Class A Noteholders;
(ii) second, an amount equal to Class B Monthly Interest for such
Payment Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Noteholders on a
prior Payment Date (plus interest thereon) shall be distributed to the
Class B Noteholders;
(iii) third, an amount equal to the Noteholder Monthly Servicing
Fee for such Payment Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection Account
or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Payment Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Noteholder Default Amount and the
Monthly Dilution Amount for such Payment Date shall be treated as a
portion of Noteholder Principal Collections for such day;
(vi) sixth, an amount equal to the aggregate amount of Noteholder
Charge-Offs which have not been previously reversed as provided in
this Section 4.04(a)(vii) shall be treated as a portion of Noteholder
Principal Collections for such day and shall increase the Invested
Amount (the "Noteholder Charge-Off Reversal Amount");
(vii) seventh, an amount equal to the amount of reductions of the
Available Subordinated Amount on account of Noteholder Default Amounts
and Monthly Dilution Amounts that have not previously been reinstated
shall be distributed to the Certificateholders and shall increase the
Available Subordinated Amount;
(viii) [eighth, an amount equal to any outstanding Class A
Carry-over Amount shall be distributed to the Class A Noteholders;]
18
(ix) [ninth, an amount equal to any outstanding Class B Carry-over
Amount shall be distributed to the Class B Noteholders;]
(x) tenth, an amount equal to the aggregate outstanding amounts of
Noteholder Monthly Servicing Fee which have been previously waived
shall be distributed to the Servicer; and
(xi) eleventh, the balance shall be distributed to the
Certificateholders.
(b) In the event that the Class B Invested Amount is greater than zero
on the Class B Stated Maturity Date, any funds remaining in the Reserve Account
(after the application of funds in the Reserve Fund as described in Section 4.06
hereof) will be treated as a portion of Available Noteholder Principal
Collections for the Payment Date occurring on the Class B Stated Maturity Date.
SECTION 4.05. Distributions to Series 200_-_ Noteholders. Payments to
Series 2000-1 Noteholders will be made from the Collection Account, the Reserve
Fund or the Principal Funding Account, as applicable.
(a) on each Payment Date, the Servicer shall cause the Indenture
Trustee to distribute the amounts on deposit in the Collection Account and the
Reserve Fund that are payable to the Series 200_-_ Noteholders with respect to
accrued interest to the Series 200_-_ Noteholders in accordance with Section
4.04(a); provided, however, that no Class B Monthly Interest shall be paid to
the Class B Noteholders until all Class A Monthly Interest and interest on
unpaid Class A Monthly Interest has been paid to the Class A Noteholders [and no
Class B Carry-over Amount shall be paid to the Class B Noteholders until any
outstanding Class A Carry-over Amount has been paid to the Class A Noteholders].
(b) The Servicer shall instruct the Indenture Trustee to apply the
funds on deposit in the Principal Funding Account and the Collection Account and
shall instruct the Indenture Trustee to make, without duplication, the following
distributions at the following times:
(i) on the Expected Principal Payment Date and each Special Payment
Date all amounts on deposit in the Principal Funding Account and the
Collection Account as are payable to the Class A Noteholders with
respect to principal shall be distributed to the Class A Noteholders up
to a maximum amount on any such day equal to the outstanding principal
balance of the Class A Notes on such date; provided, however, in no
event shall such amount exceed the Class A Invested Amount; and
(ii) if all of the amounts due and owing to the Class A Noteholders
pursuant to clause (i) above have been paid in full, on the Expected
Principal Payment Date and each Special Payment Date, all amounts on
deposit in the Principal Funding Account and
19
the Collection Account as are payable to Class B Noteholders with
respect to principal shall be distributed to the Class B Noteholders up
to a maximum amount on any such day equal to the outstanding principal
balance of the Class B Notes on such date; provided, however, in no
event shall such amount exceed the Class B Invested Amount.
(c) [On each Payment Date on which there is an unpaid Class A
Carry-over Amount, the Servicer shall instruct the Indenture Trustee to
distribute to the Class A Noteholders such Class A Carry-over Amount to the
extent funds are available therefor after making all required distributions and
deposits with respect to the Series 200_-_ Notes pursuant to Section 4.04(a).]
(d) [On each Payment Date on which there is an unpaid Class B
Carry-over Amount, the Servicer shall instruct the Indenture Trustee to
distribute to the Class B Noteholders such Class B Carry-over Amount to the
extent funds are available therefor after making all required distributions and
deposits with respect to the Series 200_-_ Notes pursuant to Section 4.04(a).]
(e) [If on the Class A Stated Maturity Date there is any Class A
Carry-over Amount or on the Class B Stated Maturity Date there is any Class B
Carry-over Amount or on the date on which the principal amount of the Series
200_-_ Notes has been reduced to zero there is any Carry-over Amount (in each
case after giving effect to any distributions on such date pursuant to Section
4.04(a) and (b) above), the Servicer shall instruct the Indenture Trustee to
distribute to the Class A Noteholders or the Class B Noteholders, as applicable,
the amounts payable with respect thereto pursuant to Section 4.06(a) and (b).]
(f) The distributions to be made pursuant to this Section are subject
to the provisions of Section 4.3 of the Trust Sale and Servicing Agreement,
Section 2.7(c) of the Indenture and Section 8.01 of this Series Supplement.
SECTION 4.06. Application of Reserve Fund and Available Subordinated
Amount.
(a) If the portion of Noteholder Non-Principal Collections and
Investment Proceeds allocated to Series 200_-_ Noteholders on any Payment Date
pursuant to Section 4.04(a) is not sufficient to make the entire distributions
required on such Payment Date by (a) Sections 4.04(a)(i), (ii), (iii) and (v)
[or (b) on the Class A Stated Maturity Date only, Section 4.04(a)(viii) and on
the Class B Stated Maturity Date only, Section 4.04(a)(ix)], the Servicer shall
cause the Indenture Trustee to withdraw funds from the Reserve Fund [(in the
case of Section 4.04(a)(viii) and (ix), only to the extent such amounts would
otherwise be distributed to the Certificateholders)] to the extent available
therein, and apply such funds to complete the distributions pursuant to Section
4.04(a)(i), (ii), (iii), (v), [(viii) and (ix)], as the case may be, provided,
however, that during any Early Amortization Period funds shall not be withdrawn
from the Reserve Fund to make distributions otherwise required by Section
4.04(a)(v) to the extent that, after giving effect to such withdrawal, the
amount on deposit in the Reserve Fund shall be less than $1,000,000.
20
(b) If the amounts allocated to the Series 200_-_ Noteholders pursuant
to Section 4.04(a) and the amounts withdrawn from the Reserve Fund pursuant to
Section 4.06(a) are not sufficient to make the entire distributions required by
clauses (i), (ii), (iii) and (v) of Section 4.04(a) (such shortfall being the
"Deficiency Amount"), the Servicer shall cause the Indenture Trustee to apply
the amount of Additional Noteholder Collections for the related Collection
Period on deposit in the Collection Account on such Payment Date, but only up to
the Available Subordinated Amount, to make the distributions required by clauses
(i), (ii), (iii) and (v) of Section 4.04(a) that have not been made [and, if
such Payment Date is the Class A Stated Maturity Date, the Class B Stated
Maturity Date or the date on which the principal amount of the Series 200_-_
Notes has been reduced to zero, the distributions required by Section
4.04(a)(viii) in the case of the Class A Stated Maturity Date and Section
4.04(a)(ix) in the case of the Class B Stated Maturity Date or both Sections
4.04(a)(viii) and (ix) in the case of the date on which the principal amount of
the Series 200_-_ Notes has been reduced to zero that have not been made.] The
Available Subordinated Amount will be reduced by the amount of Additional
Noteholder Collections applied in accordance with the preceding sentence. If the
amount necessary to complete the distributions referred to in this paragraph (b)
exceeds Additional Noteholder Collections for such Payment Date, the Available
Subordinated Amount shall be further reduced (but not below zero) by the amount
of such excess, but not by more than the sum of (x) the Noteholder Default
Amount and (y) the amount of unpaid Adjustment Payments allocated to the Series
200_-_ Notes.
(c) If, after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Section 4.04(a) and this
Section 4.06, (i) the amount in the Reserve Fund is greater than the Reserve
Fund Required Amount for such Payment Date, the Servicer shall cause the
Indenture Trustee to distribute such excess amount to the Certificateholders,
subject to the proviso contained in paragraph (d) or (ii) the amount in the
Reserve Fund is less than such Reserve Fund Required Amount, the Indenture
Trustee shall deposit any remaining Additional Noteholder Non-Principal
Collections on deposit in the Collection Account for such Payment Date into the
Reserve Fund until the amount in the Reserve Fund is equal to such Reserve Fund
Required Amount. After the earlier to occur of the payment in full of the
outstanding principal balance of the Series 2000-1 Notes and the Class B Stated
Maturity Date, any funds remaining on deposit in the Reserve Fund shall be paid
to the Certificateholders.
(d) The balance of Additional Noteholder Collections on any Payment
Date, after giving effect to any distributions thereof pursuant to Section
4.06(b) or (c), shall be distributed to the Certificateholders on such Payment
Date; provided, however, that if the Required Pool Balance for the immediately
preceding Determination Date exceeds the Pool Balance on such date (determined
after giving effect to any Principal Receivables transferred to the Trust on
such Payment Date), Section 4.06(c) hereof shall not apply and the amount of
such excess shall be deposited into the Excess Funding Account, with any
remaining Additional Noteholder Collections paid to the Certificateholders.
SECTION 4.07. Noteholder Charge-Offs. If, on any Payment Date on which
the Available Subordinated Amount on the preceding Determination Date (after
giving effect to the
21
allocations, distributions, withdrawals and deposits to be made on such Payment
Date) is zero and the Deficiency Amount for such Payment Date is greater than
zero, the Invested Amount of the Series 200_-_ Notes shall be reduced (a
"Noteholder Charge-Off") by the Deficiency Amount, but not by more than the sum
of the Noteholder Default Amount and the Monthly Dilution Amount to the extent
not covered by applications made pursuant to Sections 4.04 and 4.06 for such
Payment Date. Any such reduction shall be applied first to reduce the Class B
Invested Amount (a "Class B Noteholder Charge-Off") but not below zero, and then
to reduce the Class A Invested Amount (a "Class A Noteholder Charge-Off") but
not below zero. Noteholder Charge-Offs shall thereafter be reversed and the
Invested Amount increased (but not by an amount in excess of the aggregate
unreversed Noteholder Charge-Offs on any Payment Date) by the Noteholder's
Charge-off Reversal Amount. Any such increase shall be applied first to the
Class A Invested Amount until all previously unreversed Class A Noteholder
Charge-Offs have been reversed and then to the Class B Invested Amount until all
previously unreversed Class B Noteholder Charge- Offs have been reversed.
SECTION 4.08. Excess Principal Collections. The Servicer will allocate
Series 200_-_ Excess Principal Collections and instruct the Indenture Trustee to
deposit into the Principal Funding Account an amount equal to the Series 200_-_
Principal Shortfall, to the extent available. In the event there is no Series
200_-_ Principal Shortfall, Excess Principal Collections will be allocated and
distributed in accordance with Section 4.4 of the Trust Sale and Servicing
Agreement.
SECTION 4.09. Accumulation Period Length; Accumulation Period
Commencement Date. Beginning on the [ ] Payment Date, and on each Payment Date
thereafter that occurs prior to the Accumulation Period Commencement Date, the
Servicer shall calculate the Accumulation Period Length and, if applicable,
determine the Accumulation Period Commencement Date. The Servicer shall promptly
notify the Indenture Trustee in writing of the Accumulation Period Commencement
Date and the Accumulation Period Length.
SECTION 4.10. Excess Funding Account. On the last day of the Revolving
Period, the Series 200_-_ Excess Funding Amount will be deposited in the
Principal Funding Account on such date and distributed in accordance with
Section 4.05(b). Thereafter, the Series 200_-_ Noteholders will not be entitled
to any funds on deposit in the Excess Funding Account.
22
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO SERIES 200_-_ NOTEHOLDERS
SECTION 5.01. Distributions.
(a) On each Payment Date, the Indenture Trustee shall distribute to
each Series 200_- _ Noteholder of record on the preceding Record Date (other
than as provided in Section 2.7(c) of the Indenture respecting a final
distribution) such Noteholder's pro rata share (based on the aggregate
fractional undivided interests represented by such class of Series 200_-_ Notes
held by such Noteholder) of the amounts on deposit in the Series 200_-_ Accounts
as is payable to such class of Series 200_-_ Noteholders on such Payment Date
pursuant to Section 4.04 and 4.05.
(b) Except as provided in Section 2.7(c) of the Indenture with respect
to a final distribution, distributions to Series 200_-_ Noteholders hereunder
shall be made by check mailed to each Series 200_-_ Noteholder at such
Noteholder's address appearing in the Note Register without presentation or
surrender of any Series 200_-_ Note or the making of any notation thereon;
provided, however, that, with respect to Series 200_-_ Notes registered in the
name of a Depository, such distributions shall be made to such Depository in
immediately available funds.
SECTION 5.02. Reports and Statements to Series 200_-_ Noteholders.
(a) On or prior to each Payment Date (including each date that
corresponds to the Expected Principal Payment Date or Special Payment Date),
commencing with the initial Payment Date, the Servicer will provide to the
Indenture Trustee, and on each Payment Date, the Indenture Trustee shall forward
to each Series 200_-_ Noteholder (provided the Indenture Trustee has received
such report from the Servicer), a statement prepared by the Servicer,
substantially in the form attached as Exhibit C hereto, setting forth the
following information relating to the Trust and the Series 200_-_ Notes:
(i) the aggregate amount of Collections, the aggregate amount of
Non- Principal Collections and the aggregate amount of Principal
Collections processed during the immediately preceding Collection
Period and the Pool Balance, the Required Pool Balance and the Excess
Funding Account Balance as of the close of business on the last day of
the preceding Collection Period;
(ii) the Series Allocation Percentage, the Floating Allocation
Percentage and the Principal Allocation Percentage for the preceding
Collection Period;
(iii) the total amount, if any, distributed on the Class A Notes
and the Class B Notes;
(iv) the amount of such distribution allocable to principal on each
class of Series 200_-_ Notes;
(v) the amount of such distribution allocable to interest on each
class of Series 200_-_ Notes;
(vi) the Noteholder Default Amount for such Payment Date;
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(vii) the Required Draw Amount, if any, for such Collection Period;
(viii) the amount of Noteholder Charge-Offs and the amounts of the
reversals thereof for such Collection Period;
(ix) the amount of the Monthly Servicing Fee and the Noteholder
Monthly Servicing Fee for such Collection Period;
(x) the Class A Controlled Deposit Amount and Class B Controlled
Deposit Amount for the following Payment Date, if any;
(xi) the Invested Amount and the outstanding principal balance of
each Class of Series 200_-_ Notes for such Payment Date (after giving
effect to all distributions which will occur on such Payment Date);
(xii) the Available Subordinated Amount as of the last day of the
Collection Period;
(xiii) the Reserve Fund balance for such date; and
(xiv) the balance of the Principal Funding Account with respect to
such date.
(b) A copy of each statement provided pursuant to paragraph (a) will be
made available for inspection at the Corporate Trust Office of the Indenture
Trustees.
(c) On or before April 30 of each calendar year, beginning with
calendar year 2001, the Indenture Trustee shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series
200_-_ Noteholder (or Note Owner), a report prepared by the Servicer containing
the information which is required to be contained in the statement to Series
200_-_ Noteholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person (or any
related Note Owner) was a Series 2000-1 Noteholder (or Note Owner). The Servicer
shall prepare and the Indenture Trustee shall furnish to each person who was a
Series 2000-1 Noteholder (or Note Owner) during the preceding calendar year in
the time and manner required by the Code such information as is required to be
provided by an issuer of indebtedness under the Code, including Forms 1099 and
such other customary information as is necessary to enable the Series 200_-_
Noteholders (or Note Owners) to prepare their tax returns. Such obligation of
the Indenture Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Indenture Trustee
pursuant to any requirements of the Code as from time to time in effect.
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ARTICLE VI
EARLY AMORTIZATION EVENTS
SECTION 6.01. Additional Early Amortization Events.
(a) Except as provided in Section 6.01(b), the occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Indenture Trustee or the Series 200_-_
Noteholders, be deemed to be an Early Amortization Event solely with respect to
Series 200_-_:
(i) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 30%;
(ii) on any Determination Date, the Available Subordinated Amount
for the next Payment Date will be reduced to an amount less than the
Required Subordinated Amount on such Determination Date, after giving
effect to the distributions to be made on the next Payment Date;
(iii) any Servicing Default with respect to the Series 200_-_ Notes
occurs;
(iv) [any Carry-Over Amount is outstanding on six consecutive
Payment Dates];
(v) failure on the part of the Transferor, the Servicer or World
Omni, as applicable, (a) to make any payment or deposit required by the
Trust Sale and Servicing Agreement or the Receivables Purchase
Agreement, including but not limited to any Transfer Deposit Amount or
Adjustment Payment, on or before the date occurring ten Business Days
after the date such payment or deposit is required to be made therein;
or (b) to deliver a Payment Date Statement on the date required under
the Trust Sale and Servicing Agreement (or within the applicable grace
period which will not exceed five business days); (c) to comply with
its covenant not to create any lien on a Receivable; or (d) to observe
or perform in any material respect any other covenants or agreements
set forth in the Trust Sale and Servicing Agreement or the Receivables
Purchase Agreement, which failure continues unremedied for a period of
45 days after written notice of such failure; and
(vi) any representation or warranty made by World Omni in the
Receivables Purchase Agreement or by the Transferor in the Trust Sale
and Servicing Agreement or any information required to be given by the
Transferor to the Indenture Trustee to identify the Accounts proves to
have been incorrect in any material respect when made and continues to
be incorrect in any material respect for a period of 60 days after
written notice and as a result the interests of the Noteholders are
materially and adversely affected;
25
provided, however, that an Early Amortization Event shall not be deemed
to occur thereunder if the Transferor has repurchased the related
Receivables or all such Receivables, if applicable, during such period
in accordance with the provisions of the Trust Sale and Servicing
Agreement; and
(vii) the occurrence of an Event of Default with respect to the
Series 200_-_ Notes and the declaration that the Series 200_-_ Notes
are due and payable pursuant to Section 5.2 of the Indenture.
(b) In the case of any event described in Section 6.01(a)(iii), (v),
(vi) or (vii) above, an Early Amortization Event with respect to Series 200_-_
will be deemed to have occurred only if, after the applicable grace period
described in such clauses, either (i) the Indenture Trustee or (ii) Series
200_-_ Noteholders holding Series 200_-_ Notes evidencing more than 50% of the
aggregate unpaid principal amount of the Class A Notes, by written notice to the
Certificateholders and the Servicer (and the Indenture Trustee, if such notice
is given by Series 200_-_ Noteholders) declare that an Early Amortization Event
has occurred as of the date of such notice.
SECTION 6.02 Recommencement of the Revolving Period. If any Early
Amortization Event (other than an Early Amortization Event described in Section
5.17 of the Indenture) occurs, the Revolving Period will recommence following
receipt of (i) written confirmation by each Rating Agency that its rating of the
Series 200_-_ Notes will not be withdrawn or lowered as a result of such
recommencement and (ii) the consent of Noteholders evidencing more than 50% of
the aggregate unpaid principal amount of the Controlling Class of Series 200_-_
Notes to such recommencement, provided that no other Early Amortization Event
that has not been cured or waived as described herein has occurred and the
scheduled termination of the Revolving Period has not occurred.
ARTICLE VII
OPTIONAL REDEMPTION
SECTION 7.01. Optional Redemption.
(a) On any Payment Date occurring after the date on which the aggregate
outstanding principal balance of the Series 200_-_ Notes is reduced to $[ ] or
less (which amount shall equal 10% of the initial outstanding principal balance
of the Series 200_-_ Notes), the Servicer shall have the option to redeem the
Series 200_-_ Notes in whole but not in part at a purchase price equal to the
Redemption Price for such Payment Date.
(b) The Servicer shall give the Indenture Trustee at least 10 days'
prior written notice of the Payment Date on which the Servicer intends to
exercise such purchase option. Not later than 12:00 noon, New York City time, on
such Payment Date, the Servicer shall deposit an amount
26
equal to the sum of (i) the Series Allocable Excess Funding Amount (in a maximum
amount not exceeding the Redemption Price) and (ii) the excess, if any, of the
Redemption Price over the amount calculated in clause (i) into the Collection
Account in immediately available funds. Such purchase option is subject to
payment in full of the Redemption Price. The Redemption Price shall be
distributed as set forth in Section 8.01.
ARTICLE VIII
FINAL DISTRIBUTIONS
SECTION 8.01. Acquisition of Notes Pursuant to Section 10.1 of the
Indenture; Distributions pursuant to Section 7.01 of this Series Supplement or
Section 8.04 of the Indenture.
(a) The amount to be paid by the Issuer to the Principal Funding
Account with respect to Series 200_-_ Notes in connection with a purchase of the
Notes pursuant to Section 10.01 of the Indenture shall equal the Redemption
Price for the Payment Date on which such repurchase occurs.
(b) With respect to the amount deposited into the Collection Account
pursuant to Section 7.01 of this Series Supplement, the Indenture Trustee shall,
not later than 12:00 noon (New York City time), on the Payment Date on which
such amounts are deposited (or, if such date is not a Payment Date, on the
immediately following Payment Date) deposit such amount into the Principal
Funding Account.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Indenture, the entire amount deposited in the Principal Funding Account
pursuant to Section 7.01 or 8.01 hereof and all other amounts on deposit therein
shall be distributed in full to the Series 200_-_ Noteholders on such date and
any distribution made pursuant to paragraph (b) above shall be deemed to be a
final distribution pursuant to Section 8.4 of the Indenture with respect to the
Series 200_-_ Notes; provided, however, that amounts shall be paid first, to the
Class A Noteholders to the extent due and owing and second, to the Class B
Noteholders.
SECTION 8.02. Disposition of Principal Receivables Pursuant to Section
5.4 of the Indenture.
(a) In accordance with Section 5.4 of the Indenture, in the event that
the aggregate outstanding principal amount of the Class A Notes is greater than
zero on the Class A Stated Maturity Date (after giving effect to deposits and
distributions otherwise to be made on such Class A Stated Maturity Date), upon
receipt of an Opinion of Counsel to the effect that its action will not result
in the Trust being characterized as an association (or a publicly traded
partnership) taxable as a corporation, the Indenture Trustee will sell or cause
to be sold Principal Receivables (or interests therein) in an amount such that
the proceeds of such sale equal the aggregate outstanding
27
principal balance of, and accrued and unpaid interest on, the Class A Notes on
such Class A Stated Maturity Date (after giving effect to such deposits and
distributions); provided, however, in no event shall such amount exceed the
lesser of (a) the sum of the Invested Amount and the Available Subordinated
Amount on the preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the Payment
Date following such Determination Date) and (b) the Series Allocation Percentage
for Series 200_-_ (for the Collection Period in which such Class A Stated
Maturity Date occurs) of Principal Receivables on such Class A Stated Maturity
Date. The amount of Principal Receivables sold shall first reduce the Class A
Invested Amount, but not to below zero, then any remaining amounts shall reduce
the Available Subordinated Amount, but not to below zero, and then any amounts
still remaining shall reduce the Class B Invested Amount. The net proceeds of
such sale and any Collections on the Principal Receivables will be paid pro rata
to the Class A Noteholders on the Class A Stated Maturity Date as the final
payment of the Class A Notes, and the Class A Noteholders shall not receive any
additional payments with respect to the Class A Notes.
(b) In accordance with Section 5.4 of the Indenture, in the event that
the aggregate outstanding principal balance of the Class B Notes is greater than
zero on the Class B Stated Maturity Date (after giving effect to deposits and
distributions otherwise to be made on such Class B Stated Maturity Date), upon
receipt of an Opinion of Counsel to the effect that its action will not result
in the Trust being characterized as an association (or publicly traded
partnership) taxable as a corporation, the Indenture Trustee will sell or cause
to be sold Principal Receivables (or interests therein) in an amount such that
the net proceeds of such sale equal the aggregate outstanding principal balance
of, and accrued and unpaid interest on, the Class B Notes on such Class B Stated
Maturity Date (after giving effect to such deposits and distributions);
provided, however, in no event shall such amount exceed the lesser of (a) the
sum of the Invested Amount and the Available Subordinated Amount on the
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Payment Date following
such Determination Date, including any adjustment as a result of the preceding
paragraph) and (b) the Series Allocation Percentage for Series 200_-_ (for the
Collection Period in which such Class B Stated Maturity Date occurs) of
Principal Receivables on such Class B Stated Maturity Date. The amount of
Receivables sold shall first reduce the Class B Invested Amount, but not to
below zero, then any remaining amounts shall reduce the Available Subordinated
Amount. The net proceeds of such sale and any Collections on the Principal
Receivables will be paid pro rata to the Class B Noteholders on the Class B
Stated Maturity Date as the final payment of the Class B Notes, and the Class B
Noteholders shall not receive any additional payments with respect to the Class
B Notes.
(c) In accordance with Section 5.4 of the Indenture, in the event that
an Event of Default relating to the failure to make any required payment of
interest or principal on the Series 200_-_ Notes has occurred and the Series
200_-_ Notes have been declared due and payable, on the direction of the holders
of a majority of the aggregate outstanding principal amount of the Controlling
Class of the Series 200_-_ Notes, upon receipt of an Opinion of Counsel to the
effect that its action will not result in the Trust being characterized as an
association (or publicly traded
28
partnership) taxable as a corporation, the Indenture Trustee will sell or cause
to be sold an interest in the Receivable or certain Receivables in an amount
such that the net proceeds of such sale equal the aggregate outstanding
principal balance of, and accrued and unpaid interest on, the Series 200_-_
Notes then outstanding on such date; provided, however, in no event shall such
amount exceed the lesser of (a) the sum of the Invested Amount and the Available
Subordinated Amount on the preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made prior to
such date); and (b) the Series Allocation Percentage for Series 200_-_ of
Principal Receivables on such date. The net proceeds of such sale will be paid
pro rata to the Class A Noteholders in an amount up to the aggregate outstanding
principal balance of and accrued and unpaid interest on the Class A Notes, and
then, to the extent of funds remaining, to the Class B Noteholders, and the
Series 200_-_ Noteholders shall not receive any additional payments with respect
to the Series 200_-_ Notes.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.02. Counterparts. This Series Supplement may be executed in
two or more counterparts (and by different parties on separate counterparts)
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
SECTION 9.03. Change in Indenture Trustee. Neither the Servicer nor the
Certificateholders shall appoint a new Indenture Trustee located in any
jurisdiction which does not have in effect the standard UCC provisions relating
to perfection of interests in instruments without delivering an Opinion of
Counsel to Moody's to the effect that such new Indenture Trustee will have a
perfected and first priority interest in any instruments evidencing the
Receivables.
SECTION 9.04. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
OR ANY OTHER JURISDICTION'S CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
29
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Series Supplement to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.
WORLD OMNI MASTER OWNER TRUST
By: Chase Manhattan Bank Delaware, not in
its individual capacity but solely as
Owner Trustee
By:
----------------------------------
Name:
Title:
HARRIS TRUST AND SAVINGS BANK
As Indenture Trustee
By:
----------------------------------
Name: E. Kay Liederman Van Dam
Title: Vice President
Acknowledged and Accepted:
WORLD OMNI FINANCIAL CORP.,
Servicer
By:
--------------------------
Name: Eric M. Gebhard
Title: Assistant Secretary
30
EXHIBIT A
[FORM OF CLASS A NOTE]
EXHIBIT B
[FORM OF CLASS B NOTE]
EXHIBIT C
[FORM OF MONTHLY PAYMENT DATE STATEMENT]